New legislation shining light on company ownership and control

Companies have a duty from January next year to maintain a register of those who run them.

Individuals named therein are those deemed ‘persons with significant control’ (PSC). Legislation will require the registers to be physically available for inspection at a company’s registered office or other preapproved site.

The stipulation forms part of The Small Business, Enterprise and Employmen<!–>t Act 2015, different parts of which are now being implemented on a rolling basis since its enactment in March.

The Department of Business, Innovation and Skills (BIS) says the legislation is designed to improve the level of corporate transparency for UK businesses. It focuses on issues including the banning of corporate directors. The responsibilities of shadow directors have also been made clearer, along with the steps for annual returns and other filing duties.

Additionally, complex rules now govern bearer shares, which UK companies are banned from creating. Shares of this type still in circulation must either be cancelled or converted into non-bearer shares.

As part of this process, information needs to be given to the Registrar of Companies, including a copy of the order and a statement of capital. In certain circumstances, public companies may be forced to re-register as a private company before the cancellation can be registered.

The exact date from which companies with corporate directors must remove them is yet to be confirmed, but it will be in 2016, with firms allowed a 12-month window from implementation in which to act. Under the new rules, any company appointing a corporate director risks a fine.

BJ Chong, head of Palmers’ company commercial department, said: “With new legislation comes a new risk of non-compliance and ensuing penalties. I urge companies to seek professional legal advice about the changes, including the criteria by which someone qualifies as a PSC. For more information about how we can help, please contact us.”