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Impending company law reforms will alleviate certain annual Companies House filing burdens, according to a leading corporate lawyer.
“The Small Business, Enterprise and Employment Act 2015 removes the requirement for companies to file an annual return with the Registrar of Companies” says Philip Round, a corporate partner at George Green LLP. “Instead, companies must deliver a confirmation statement at least once a year, verifying that the company has complied with its filing obligations, such as notifying changes in officers and the company’s registered office, during the preceding 12 months, the so-called review period.”
According to Mr Round, the reforms allow companies greater flexibility. “Companies can, if they wish, deliver a further confirmation statement at any time prior to the expiry of the 12 month “review period” since they filed their previous confirmation statement. This enables companies to combine the submission of a confirmation statement with an event-driven filing, such notifying the appointment of a new director. The filing of the further confirmation statement will trigger a new 12-month review period. The changes also reduce duplication, as companies will not be obliged to repeat information which has already been notified during the course of the year.”
Mr Round continues, “Companies will still be required to supply a statement of capital and details of shareholders as part of the confirmation statement, unless there has been no change to those details since the last statement of capital was supplied to the Registrar. The requirement to deliver a confirmation statement in place of an annual return applies to companies whose return date would otherwise have fallen on or after 30 June 2016.”
A further reform gives private companies the option to maintain key information, such as its registers of members and officers, on public registers held at Companies House, rather than maintaining its own statutory registers. This also takes effect from 30 June 2016. “This reform may be useful to those companies who currently find it a burden to maintain their own registers, in addition to notifying the relevant changes to Companies House,” says Mr Round. “If a company maintains its register of members at Companies House, it will not be required to provide shareholder details as part of its annual confirmation statement. Companies should, however, consider carefully whether the maintenance of a public register is right for them. Certain information such as shareholder addresses will become publicly available. All members must therefore assent to the decision to switch to the public register before any election is made. Companies are also required to retain, but not update, the register of members which they maintained prior to transferring to the public register.”
Mr Round concludes, “The reforms will reduce the administrative compliance burden for most companies, provided such companies fully understand and discharge their duties under the new regime. For example, companies which choose to maintain their registers at Companies House are obliged to file with the Registrar as soon as practicable the details that they would otherwise have entered into their own statutory books. If companies are unsure of their new duties, they should seek legal advice in order to take full advantage of the reforms.”
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