Статья посвящена вопросам, связанным с упрощением регистрационных процедур компаний в Англии и Уэльсе. В частности, новеллы касаются годового отчета корпораций, данных о директорах, обмена электронными сообщениями, регистрации бенефициарной собственности.
This article focuses on proposed changes to Companies House rules and requirements which have been proposed in consequence of the government’s drive to reduce bureaucracy and red tape faced by limited companies in England and Wales. While these rules are yet to come into force on a date to be announced, it’s worth noting the changes which are as follows:
Removing the requirement for an annual return
The headline change is that the current requirement to file an annual return will end with companies instead having the opportunity to check and update their filing record when making other changes to the records, such as an update of directors’ details. There will still be a requirement to confirm company information at least once in any twelve month period and the annual fee will still need to be paid. However, for those with limited updates to file at Companies House, it could reduce their interactions with Companies House to once a year.
Removing directors’ dates of birth from the public record
To reduce the risk of identity theft, directors’ dates of birth will no longer be available on the public version of a company’s register. This is likely to be widely welcomed, but there is a note of caution to be sounded if a company opts out of keeping statutory registers, as discussed below.
Private companies can opt out of keeping certain statutory registers
Private companies will be able to opt out of keeping the following registers on condition that they keep the public register at Companies House updated:
- Register of members;
- Register of directors and directors’ residential addresses;
- Register of secretaries; and
- Proposed register of beneficial interests (see below).
If a company takes this option, certain information will become publicly available, such as directors’ dates of birth. This does seem a little paradoxical given the concern over identity theft. The opportunity though to reduce the current duplication of having to maintain statutory registers while also filing the same information at Companies House is likely to be widely welcomed.
Widening of the use of electronic communications
In keeping with a theme of making life easier for companies, the government will permit Companies House to send all routine correspondence to a company by email. This will be on an “opt-in” basis and the company will be under a duty to ensure that the email address is kept up to date.
Changes to the consent to act procedure for directors
The requirement for directors to sign a form consenting to their appointment will disappear. When a director is appointed after the changes come into force the company will be required to notify Companies House of the appointment and also to include a statement of truth to confirm that that director has consented to his or her appointment. Companies House will then write to the new director to notify them that their appointment is recorded on the public register. With that letter, the new director will also receive information about their statutory duties as a director. If the director has not in fact been appointed or has not consented to their appointment, they will be able to apply to Companies House for the notification of their appointment to be removed from the public register.
Strike off procedure to be shortened
The government has recognised that the current 3-4 months for a company to be struck off the register is too long and has proposed that it be shortened to 2-3 months.
Register of beneficial ownership
Separately from the Red Tape Challenge, the government has also announced plans to press ahead with a new register of beneficial ownership. Although information about the legal ownership of UK companies is already available at Companies House, the government is determined that the underlying beneficial ownership is also made public knowledge.
This change will affect those who own more than 25% of the shares or voting rights in a company. It will also affect those companies where a controlling interest is held by a trust and the details of the trustees will need to be in the new register.
The full residential addresses and dates of birth for beneficial owners of companies must be provided, but this information will not be publically available.
Corporate Directors
The use of Corporate Directors is also set to be prohibited. This is in line with the agenda to increase transparency about the control of companies. There are likely to be some exceptions to this ban, particularly in respect of large group structures and charities, but the full detail is not yet known. Nor is it clear yet whether the ban will also apply to LLPs.
Summary
The date when the changes summarised in this article will come into force it is not yet known as they are dependent on parliamentary time for the necessary legislation to be passed. It is, however, clear that government is intending to reduce the administrative burden on companies and increase transparency.
Whilst the less onerous procedural requirements will doubtless be welcomed by companies, there will inevitably be some concern about the implications of the new drive for transparency. There is time for careful consideration of the impact of the changes and there is likely to be a lead-in period before the changes become mandatory. If you would like to discuss these changes in any more detail, please contact Edward at edward.adamson@la-law.comor on 01202 786115
– See more at: http://www.lester-aldridge.co.uk/news/news/cutting-the-red-tape-reforms-at-companies-house-3338/#sthash.XUf2iZ7S.dpuf
Автор: Edward Adamson
Источник: http://www.lester-aldridge.co.uk/news/news/cutting-the-red-tape-reforms-at-companies-house-3338/