Changes To Company Law

A number of changes to UK company law are being introduced as a result of the Small Business, Enterprise and Employment Act 2015. Some are intended to increase transparency and trust in the UK business environment as part of the global agenda to tackle issues such as tax evasion, money laundering and terrorist financing. Others are measures to simplify company filing requirements in response to the Government's Red Tape Challenge.

The changes range from minor administrative matters to some that will have significant implications for many companies.

Abolition of bearer shares - now in force

It is no longer possible for a company to issue bearer shares, where details of the holder are not entered in the company's register of members and the shares are transferred by delivery of a warrant representing the shares.

Holders of existing bearer shares have until 25 February 2016 to surrender them to the company for conversion into registered shares. The company should already have published notice of conversion rights to bearer share holders on its website and in the Gazette, and must publish a further notice on or before 25 January 2016. If any bearer shares are not surrendered for conversion, the company will be required to apply to court to cancel them.

Companies which make provision for bearer shares in their articles can remove these provisions without the shareholders passing a special resolution. A copy of the amended articles must be filed at Companies House.

Directors' dates of birth - expected implementation date October 2015

Although companies will still have to provide a director's date of birth to Companies House, only the month and year (not the day) will be available to those searching the public register. This is intended to help reduce the risk of identity theft.

Faster strike off procedures - expected implementation date October 2015

Companies House will be able to strike unresponsive companies off the register more quickly, and the process for voluntary striking off will also be speeded up.

Director and registered office disputes - expected implementation date December 2015 When the appointment of a new director is registered by a company, Companies House will contact the person concerned to notify them that they have been entered on the public register as a director and directing them to information about their duties. If the person has not, in fact, consented to act as a director of that company, they will be able to apply for...