On 21 April 2014, the Department for Business Innovation & Skills ("BIS") published the government's responses to its discussion paper, "Transparency & Trust: Enhancing the transparency of UK company ownership and increasing trust in UK business". These proposals have been included in the government's Small Business, Enterprise and Employment Bill (the "Bill"). The Bill includes various amendments to the Companies Act 2006, including to:
- require companies to identify those persons with significant control over the company and keep a publicly available register of those persons;
- prevent the creation of new bearer shares and require existing bearer shareholders to surrender their shares to the company in exchange for registered shares;
- prohibit the use of corporate directors by UK companies, subject to limited exceptions;
- replace the current requirement for an annual return with an obligation to confirm at least once in a 12 month period that all requisite information has been delivered to the Companies House;
- replace the requirement for the statement of capital to specify the paid up and unpaid amounts on each share, instead imposing a requirement to state the aggregate amount unpaid on the total number of shares; and
- give private companies the option of holding statutory registers (e.g. register of directors, directors' residential addresses, members and secretaries) on a public register instead.
The Bill also amends the Company Directors Disqualification Act 1986 to expand the matters a court should have regard to when deciding whether to disqualify a director.
Earlier discussions on these developments can be found in our previous newsletter published in October 2013.
A copy of the Bill is available at:
http://www.publications.parliament.uk/pa/bills/cbill/2014-2015/0011/cbill_2014-20150011_en_1.htm
The government's April 2014 response is available at:
https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/304297/bis-14-672-transparency-and-trust-consultation-response.pdf
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.
We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.