Proposed changes to the UK company law

By Simon O’ Connor. 19th February 2015

There are proposed changes to company law in the UK in the Small Business, Enterprise and Employment Bill (SBEE) which is currently making its way through Parliament. The Bill is expected to be implemented in spring 2015.


One of the most talked about features of the Bill is the proposal to increase transparency and trust in UK businesses. This is part of a global program to deal with issues such as tax evasion and money laundering. Currently, under UK company law, it is legal for a company to issue bearer shares. Information of the holders of bearer shares is not submitted into the company’s register of member’s. From May 2015, the issue of new bearer shares will be prohibited and current holders of existing bearer shares will be given nine months to return them to the company for conversion into registered shares. The company must give notice to all holders of bearer shares via the company’s website and they must also publish it in the Gazette.

Corporate Directors

Currently, companies are permitted to appoint another company to stand as a director provided that they have at least one director who is an individual, but from October 2015, this will no longer be permitted. Any corporate director who is still in office one year later will automatically cease to be a director.

New Directors

When a new director is appointed by a company, Companies House will contact that person to make them aware that they have been entered on the public register and inform them of their duties.

To reduce the risk of identity theft, only the month and year of the director’s birth date will be available on the public registers, not the day.

Person with significant control

From January 2016 companies will be obliged to identify persons who have ownership of more than 25% of their shares. They will have three months to compose their own PSC (persons with significant control) register before they are required to submit this information to Companies House.

Annual Returns

The annual return will be replaced by a confirmation statement, which must be filed annually. The statement must include changes to the registered office address, directors and company secretary’s details, directors’ residential addresses, statement of capital, details on the register of members and of the PSC register.

For more information on the proposed changes of the UK company law and how it may affect your company, please don’t hesitate to contact us at Euro Company Formations.

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