Company Reporting Changes for 2016
Whether you act in an official capacity as a company secretary or you just keep on top of your company’s secretarial requirements, there are a number of legislative changes coming into force this year of which you need to be aware.
31st March: First slavery and human trafficking statements to be produced – Those companies with financial year end dates of the 31st March, and later, will have to produce their slavery and human trafficking statements. Not all companies are caught by this legislation and if you are unsure as to your position you can read more in our e-brief; The Modern Slavery Act 2015: A quick guide to what it is and how to stay compliant.
6th April: Requirements for a PSC register begin – PSC stands for “Person with Significant Control” and as of April all companies and LLP’s will be required to maintain a register of them; similar to that currently held for directors. The definition of PSC falls into 5 categories:
- Direct or indirect ownership of more than 25% of a company’s shares;
- Direct or indirect control of more than 25% of a company’s voting rights;
- Direct or indirect right to appoint or remove a majority of the board of company directors;
- Exercise or right to exercise significant influence or control over a company; and/or
- Exercise or right to exercise significant influence or control over activities of a trust or firm which itself meets one or more of the first four conditions.
Further information can be found on the government’s website here.
6th April: New process for challenging inaccurate registered office address – It is currently extremely difficult to have your address removed as a company’s registered office, especially if you have no connection to the company purporting to be based at your address. A new procedure will allow for a company’s registered office to be reassigned to a Companies House address if that company is unable to prove a connection between itself and the address at which it is registered. Furthermore, to prevent a company registering another fraudulent address, it will be required to provide evidence that it’s authorised to use a new address when filing future changes.
6th April: New process for challenging falsely appointed directors – As with disputing an incorrect registered office, where there is a dispute over a directorship, the relevant company will be required to provide evidence that a director consented to act; otherwise the appointment will be removed. This flows from the recent changes which no longer require a director to sign a Consent to Act before being registered as a director.
30th June: Changes to the statement of capital – The requirement to include the paid up amount per share is to be removed with just the aggregate unpaid amount required on future statements of capital (whether this be on SH01s, SH02s or any other Companies House forms).
30th June: Option for private companies to keep a public register rather than private statutory books – Although Companies House has stated that it is unlikely there will be much uptake; companies will have the option to keep their statutory books at Companies House; i.e. your register of members, directors, secretaries etc. If you opt to do this, you must bear in mind that private details, such as full date of birth and residential address, will be fully available online, to the public and at all times.
30th June: Requirement to file an annual return abolished. Confirmation statement to be introduced – The current requirement to complete an annual return will be replaced with a ‘check, notify changes if necessary, and confirm’ statement to be produced at least once every 12 months. If you choose to file it early there will be no requirement to do it again for 12 months. At the same time, those companies wishing to continue to use a fixed date will still be able to do so. There will still be an annual fee, to be paid with the first confirmation statement you make, but any further confirmation statements you make over the next 12 months will be free. The statement will be used to update information on SIC codes, Capital, Shareholders and PSC (non-elected companies) and it will be useful for showing when share transfers have taken place; currently you have to wait until the next annual return is due.
30th June: Obligation to file PSC register at Companies House – In the same way that directors’ details are currently filed at Companies House, the same obligation will apply for PSCs. If the company registers are held privately, then date of birth and residential address will not be shown at Companies House; however a new tab on the Companies House Beta service will display all the other information that has been provided.
October: Phasing out of corporate directors begins – Section 87 of the Small Business, Enterprise and Employment Act 2015 inserts a new section 156A of the Companies Act 2006 which requires all directors to be natural persons and prohibits the appointment of corporate directors. Although this will not affect LLPs, secondary legislation is likely to be introduced to include them as well.
October: Providing additional information – Companies will be able to add specific additional information to their Companies House profile. This is likely to include trading address, number of employees and may also include email and website addresses.
October: Gender pay gap reporting regulations come into force – Although the implications of this won’t be felt until April 2017, the regulations come into force. This will be a good time to start gathering the required information in preparation for the first date on which you need to provide it. You can read more about this in our separate e-brief; Gender pay gap reporting – An update.