Company Law - new rules from 6 April 2016

From 6 April 2016  changes come into force which affect the statutory registers of Limited companies and LLPs


Beneficial Ownership – the “PSC Register” - Required from 6 April 2016

A company will have to keep register of Persons with Significant Control (PSCs).  This will be a list of the owners or controllers of more than 25% of its shares or voting rights or those who “otherwise exercise control over the company or its management”.  This is an additional register to the Register of Members that companies already have to keep. 

The details required will be the full name, date of birth, residential and service address of each owner and the details of their interest (shares or otherwise).

Subsidiary companies won’t usually have to go beyond identifying their immediate parent company; if that parent company itself keeps a PSC Register. 

From 30 June 2016, this information will need to be provided to Companies House when they deliver their “Annual Confirmation Statement” – This document is replacing the Annual Return.

There are criminal penalties for companies and their officers, PSCs , and others, if they do not comply with the rules.


An End to the Annual Return

The filing regime is changing from June 2016. 

Companies will no longer be required to file an Annual Return.  But companies’ information must still be kept up to date at least annually either by notifying changes when they happen or confirming that there have been no changes (on the confirmation statement).

Also, companies will no longer have to keep and maintain registers of members or directors (or the new PSC register) at their registered office.  However, the information at Companies House must be updated AND if a company opts not to hold registers at its registered office, more of the information on the register at Companies House will be publically accessible (eg full date of birth of the directors).


The Ban on Corporate Directors

Another recent change is that corporate directors (ie a director which is a company rather than a person) will no longer be an option other than in limited circumstances.  Existing corporate directors will automatically cease to be directors a year and a day after the new legislation came into effect (ie it will take effect from October 2016).

Companies who still have a corporate director will need to consider appointing an additional person as a director if needed for board meetings.