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New Companies House procedures and filing requirements coming into force in 2016 - Summary

28th April 2016

April

  • Introduction of requirement for companies to keep a register of people with significant control – please see our update “Register of People with Significant Control now in Force”

  • Director disputes – a new procedure whereby a director can apply to have their details removed from the register at Companies House if they can prove that they were appointed without consent. 

    A new director no longer needs to sign the Companies House appointment form (AP01) in order to confirm their consent to being appointed. Therefore, to avoid any misunderstandings, the company may wish to ask them to provide a letter to the company confirming their consent.

  • Registered Office disputes. If a company is using a registered office address without authority to do so, this can be reported to Companies House who will investigate. If they are satisfied that the company is not entitled to use the address, they will have the authority to change the registered office address to a default address, being the Companies House address for each jurisdiction (England and Wales, Scotland or Northern Ireland).

    Companies should therefore ensure that they are using the correct registered office address and have the authority to do so.

June

  • Statutory Registers can be kept centrally at Companies House. Private companies will be able to elect to keep their registers of members, directors, secretaries, directors’ residential addresses and people with significant control, on the public register at Companies House, instead of holding their own statutory registers.

    Companies opting in to this system should be aware that all of the information on the registers submitted to Companies House would be placed on the public record, for example directors’ residential addresses.

  • Replacement of annual return with “check and confirm” procedure. Companies must check and confirm the information held at Companies House on at least an annual basis and provide details of any changes. A filing fee will be payable.

    It will be possible to bring the annual filing into line with other filings, instead of it being due on the anniversary of the formation of the company. For example, if a return of allotment of shares is filed during the year then the annual confirmation statement could be filed at the same time.

  • Details of people with significant control will be provided to Companies House when the annual confirmation statement is filed.

  • Changes to company incorporation procedure: a statement of initial significant control will be submitted to Companies House with any application to incorporate a new company.

  • The company’s Statement of Capital will be simplified. This is submitted to Companies House when forms are filed such as a return of allotment of shares (form SH01) or an annual confirmation statement. There will no longer be a requirement to show the amount paid up and unpaid on each share. Instead, only the aggregate amount unpaid on the total number of shares need be given.

October

  • Abolition of corporate directors, with certain limited exceptions.

    Companies should check whether any of their directors are corporate entities and if so, take steps to replace them with individual directors.

Article provided by Teresa Stansbury, Company Secretarial Administrator at Mundays.

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