This article takes a brief look at three of the main corporate aspects of the latest version of the Small Business, Enterprise and Employment Bill (Bill), which is part of the Government’s continued drive for greater transparency and accountability for UK businesses.

Abolition of the Annual Return

The draft Bill will abolish the annual return and in its place will be a “confirmation statement” confirming that since the company’s last confirmation statement, the company has notified Companies House of details of its registered office, directors, company secretaries and people with significant control and where a company keeps its registers (if not at its registered office).

In practice, there is little difference between this information and the information a company currently provides in the annual return.  The advantage is that this statement can be filed any time the company wishes and therefore a company could file it when already making another filing at Companies House, for example, the filing of its accounts.

The confirmation statement will still need to be made at least once in every 12 months.

Abolition of Corporate Directors                           

The draft Bill prohibits the appointment of new corporate directors and provides that existing corporate directors appointments will automatically cease 12 months after the new law comes into force.   There will be some limited exceptions to this general prohibition, although they are likely to be narrowly defined.  Unless an exemption is introduced to allow corporate directors of a corporate pension scheme, this change could create problems for pension schemes as most schemes are set up on the basis that there are either individual trustees or a single corporate.

This change will not cause most companies a problem as all companies have needed at least one natural person on the board since the introduction of the Companies Act 2006 but it is likely to result in an increase in the number of individuals taking on the duties and responsibilities of directors.

Abolition of Bearer Shares

Bearer shareholders, which historically have been used mainly for structuring and tax planning are being abolished and bearer shareholders will have a nine month period in which to voluntarily surrender their bearer shares for conversion into registered shares.  Companies will be obliged to apply to court to cancel bearer shares if they are not surrendered within the surrender period.

Companies will want to avoid applying to court for the cancellation of any bearer shares as this will incur costs as the companies will have to fund the payment into court of the amount of share capital to be cancelled.

The Bill has now moved to committee stage in the House of Lords.

For more information, please contact Deborah Angel, Corporate Associate

• Share this blog

• Twitter
• Facebook
• Linkedin