On 26 March 2015, the Small Business, Enterprise and Employment
Act (the Act) received Royal Ascent.
The Act forms part of the UK government's drive to encourage
transparency in UK business, particularly relating to company
ownership, and to combat unlawful activity, such as money
laundering. The main provisions in the Act relate to company
ownership, directorships and administration.
This article summarises the key changes and anticipated changes,
as well as their implementation dates.
Company ownership: an end to bearer shares
Bearer shares are seen as controversial by the UK government
because they allow for shareholder anonymity. From 26 May 2015,
companies will no longer be able to issue bearer shares. Existing
holders will have nine months to convert their bearer shares into
non-bearer shares and join the company's share register.
Directorships: changes to the use of corporate
Corporate directors create opacity in company management and can
mask illegal activity. However, they are mainly used for practical
reasons, such as reducing administration in large company groups.
The appointment of new Corporate directors will be banned from
October 2016 however any corporate director in place prior to this
date will be allowed to remain in place for another 12 months, with
exceptions to take account of their legitimate use. These have not
been finalised, but the proposed criteria for allowing a corporate
director are (1) all directors of the corporate director are
natural persons, and (2) their details are available on a public
Company administration: changes to registers and filings
One of the most significant changes under the Act is the
introduction of a register of 'people with significant
control' from April 2016, though this information will not need
to be filed until 30 June 2016. All companies (except those listed
on a regulated market) must keep the register at Companies House or
the company's registered office. At least once a year, the
company will be required to file the information at Companies House
as part of the annual confirmation process
The register will list details of any person (corporate or
natural) who holds or controls more than 25% of a company's
shares or voting rights, has the power to appoint a majority of the
board or has the right to exercise or actually exercises
significant influence or control over the company. The holding or
control may be direct or indirect, for example through another
company or a trust.
Other changes to company administration include the following,
which are anticipated to come into force in June 2016:
annual return will be replaced with a 'confirmation
Companies can keep statutory registers at Companies House
instead of their registered offices. However, if the register of
members is kept at the registered office of the Company, an element
of control is kept by the Company with regards to who is able to
view the register.
The statement of capital no longer needs to detail the amount
unpaid on each share, only the aggregate amount.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Confidentiality of corporate documents and information is one of
the key attractions of incorporating a company in the BVI. A
company search of the BVI Registrar of Corporate Affairs will only
disclose certain information and documents.
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