UK: UK Company Filing Requirements - Red Tape Challenge

Senior Manager for UK Corporate Secretarial, Madeleine Cordes, runs through the government's proposed updates to the Companies Act 2006, aimed at making life easier for companies.

The government has now published its response to this consultation, which aimed to build on the work done by way of the Companies Act 2006 to reduce the administrative burden on smaller companies and streamline compliance. The latest changes are aimed at saving time and expense, reducing duplication, facilitating more electronic communication and solving problems, such as unauthorised changes of registered office and directors.

The Executive Summary highlights the following changes, which will mostly be implemented by way of primary legislation as updates to the Companies Act 2006. The full response is available here.

Annual filings: the government has decided to allow companies more flexibility to confirm whether their company information is correct and complete at any point in a year. This is instead of requiring companies to complete an annual return at a set point of the year. This will remove a burden from those companies which make changes to some of their information within the year and then have to duplicate this information when they complete an additional annual return.

Companies that make changes inside a 12 month period (for example, if they appoint a new director) will be asked if they wish to check and confirm other information at the same time. If they do so, no further action will be required for a further 12 month period (unless there is a change which needs to be notified to the registrar).

This may well raise a number of issues; the annual return currently acts as a good snapshot of key information on the company at a particular point in time, as Roger Mason points out in his article in Governance and Compliance June 2014 Reference to the public registers proposed (see under Transparency below) will probably be an alternative source for those seeking up to date information on the company, although it will be optional for companies to keep these on the public register. The annual return currently prompts companies to notify changes in directors and any change in SIC Code – without this prompt it is debatable whether these changes get picked up and filed and if not this could lead to information becoming less accurate.

The government will be making significant changes to the joint filing tool to ensure there is an easy and attractive way in which small companies can provide data just once to fulfill HMRC and Companies House (CH) requirements. The Government will not be mandating a single date for filing accounts to HMRC and CH.

Transparency: The government will give private companies the option of not keeping any, or all, of the following registers: register of directors; directors' residential addresses; secretaries; members; and the proposed register of beneficial ownership. Where a company exercises this option, it will need to keep the information currently required on its company register up to date on the public register instead. All the information currently available for inspection on the company register would be publicly available on the public register. This includes the addresses of members and full dates of birth of directors. This will avoid duplication of information and reduce the administrative tasks required of a company.

In order to reduce the risk of identity theft, the full details of a director's date of birth will no longer be available on the public register except in certain limited circumstances. Instead, the public register will show the director's month and year of birth. Their full date of birth will still be available via the company's own register. We intend to replicate this model in respect of the proposed register of company beneficial ownership.

The government will remove the requirement for a company's Statement of Capital to list the amount unpaid and paid up on each share. Instead, we will require companies only to show the aggregate amount unpaid. Where a private company re-registers as a public company we will require it to state the aggregate amount paid up on its shares.

The government believes that, to improve transparency, information on a company's subsidiaries should be listed in one place at one time (currently attached to the annual return where a company only includes principal subsidiaries in its annual report). Formal proposals will be brought forward as part of the implementation of the EU Accounting Directive.

Communications: The government will make it possible for CH to widen its use of electronic communication. CH will have the facility to be able to send all correspondence and statutory notices electronically and companies will be able to opt in to receiving communications electronically. This will not be mandatory. We will allow companies which wish to make additional information (for example, a trading address) available on the public register to do so.

Resolving problems: The government will enable the registrar of companies to change a company's registered office when, after seeking evidence following a complaint, the registrar considers that the company is not authorised to use the address.

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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