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Most of the company law reforms have not yet commenced and will come into effect by way of statutory instruments that have not yet been published.
Each of these reforms relating to company transparency are covered in greater detail below.
The reforms in the SBEEA 2015 relating to the reduction of red-tape for companies are covered in greater detail below.
"The latest data from Companies House show that around 1200 UK companies have issued bearer shares. Around three quarters of these are small private companies. By the very nature of bearer shares we cannot know how many shareholders own these, but we estimate there might be around 3000 bearer shareholders of UK companies."
The SBEEA 2015 requires the Secretary of State to ensure that, by no later than 31 May 2017, a system for streamlined company registration is in place. The government's intention in relation to this requirement is to address what it views as a fragmented process to establish a new company in the UK in that it involves providing several departments and agencies (eg, Companies House and HM Revenue & Customs) with different levels of information about the business in order to obtain all of the necessary permissions to trade. The aim would be to establish a 'one click registration' system which means that incorporation at Companies House and registration for tax purposes at HMRC is completed by means of supplying information on a single occasion. (SBEEA 2015, ss 15–16)
The SBEEA 2015 removes the requirement to file an annual return and replaces it with a requirement to submit a statement of confirmation. Like an annual return, the statement of confirmation will need to be submitted every twelve months, but it should be simpler to complete than an annual return because it will offer a 'check and confirm' option for information already on the register that has not changed, rather than requiring the company to resubmit the same information. (SBEEA 2015, s 92)
Private companies will have the option of keeping the information currently kept on the following registers on the public register held at Companies House only, rather than having to keep their own registers: (SBEEA 2015, s 94, Sch 5)
Private companies will also have the option of keeping PSC information on the central register rather than keeping their own PSC register. Companies should note, however, that if the information is kept centrally only, the public register will reveal the date of the day of birth of the PSCs (which will be omitted if the company maintains its own PSC register), although individuals may apply to have information suppressed from disclosure in exceptional circumstances.
There will be a new section 12A in the CA 2006 requiring that a statement of initial significant control, containing information on the company's PSCs, be included with the registration documents delivered to Companies House upon incorporation of a company. (SBEEA 2015, Sch 3)
The information to be given on a statement of capital will be simplified. (SBEEA 2015, s 97)
The current position when notifying Companies House of a director's or secretary's appointment is that the Companies House appointment form must include the consent of that person to act as director or secretary in the form of a signature or a digital authentication. The new proposals will simplify the procedure for notifying Companies House of the director and secretary appointments by removing the requirement for the form itself to contain the consent, and instead requiring the company to make a statement confirming that consent to act has been given. (SBEEA 2015, s 100)
The company strike off procedure will be shortened by a number of weeks in order to speed up the process for getting defunct companies off the register. (SBEEA 2015, s 103)
The process for removing inaccurate registered office addresses from the register will be simplified. The provisions will require the registrar, on application, to change a company's registered office address where the registrar is satisfied that the company is not authorised to use that address. (SBEEA 2015, s 99)
* Note that until 19 June 2015, it was anticipated that the restrictions on corporate directors would come into force in October 2015. However, in the BIS consultation paper on the PSC register, published June 2015, a comment was made noting that these restrictions are now intended to come into force in April 2016.
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