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Company Law changes following completion of Parliamentary process for Small Business Act

March 2015

At the last minute and just before Parliament dissolves for the General Election, The Small Business, Enterprise & Employment Act has finally completed its passage through Parliament and has now received Royal Assent.

This means that Parts 7, 8 & 9 of the Act, concerning corporate transparency, company filings and amendments to the directors’ disqualification regime will become law in stages over the next year. This Act represents one of the biggest changes to private company administration and business processes since the Companies Act 2006. The Act, which we notified you about in September 2014, details of which can be accessed here, will be implemented in stages. Dates which you may be interested in are:

• Within the next two months, companies will no longer be able to issue bearer shares. There will then be a nine month period for companies to convert existing bearer shares.

• October 2015 – prohibition on corporate directors comes into force (subject to certain limited exceptions). Measures to help solve registered office and director disputes come into force as does the suppression of the day of birth of directors on the public register.

• January 2016 – companies will need to start keeping a register of people with significant control (PSC Register). This information will need to be filed with Companies House as of April 2016.

• April 2016 – changes regarding the statement of capital come into force, a confirmation statement will replace annual returns and company opt outs from keeping certain statutory registers in favour of keeping information on public registers will also come into force.

The Government is still seeking greater clarity from a working group to develop guidance as to how PSC registers should work in practice; however these changes will begin to affect all companies within the next year.

We will update all our affected templates to reflect the changes being made in good time before the relevant implementation dates and will alert you as to what changes are being made and how our templates will be updated.

The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.

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