Parts 7 and 8 of the Small Business Enterprise and Employment Act 2015 are currently coming into force and are being implemented in three stages.

Changes will occur in respect of the Companies Act 2006 as a result of this.

What does it mean for you as a company?

Phase 1 - 26 May 2015

Companies will no longer be able to issue bearer shares. Share warrants to bearers are abolished with any existing share warrants to be surrendered within 9 months.

Phase 2 - October 2015

There will be:

• A prohibition on appointing corporate directors, with some limited exceptions.
• Simpler procedures to remove falsely appointed directors' details from the Companies House register.
• A new procedure where a company is using an address for its registered office but never had authority to do so.
• Shortening of the company strike off process.
• Partial suppression of the 'day' element of the date of birth of directors and for people with significant control ("PSC"). A person with significant control being an individual who ultimately owns or controls more than 25% of a company's shares or voting rights, or who otherwise exercises control over a company or its management.

Phase 3 comes in two parts

Phase 3a - January 2016

• From January 2016, companies will be required to keep a PSC register. This will allow time for the companies to prepare this information to be lodged at Companies House from April 2016.

Phase 3b - April 2016

From April 2016:

• Statement of capital will be simplified.
• Companies House annual return will be replaced with a Confirmation Statement.
• PSC information will be included as part of the Confirmation Statement.
• Application of measures to suppress the 'day' element of the date of birth of directors.
• Private companies will be able to opt to keep information contained in their statutory registers on the public register at Companies House.
• All companies will be able to put certain optional information on the public register.
• Disqualified directors' regime will be updated and strengthened.

It is hoped that these changes will increase transparency around who ultimately owns and controls UK companies, and will help deter, identify and sanction those who hide their interest in UK companies to facilitate illegal activities.

If you you would like to discuss the small business enterprise and employment act 2015, please feel free to contact our governance team for any additional information.