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The already complex business of administering UK companies correctly to comply with the law’s public reporting and disclosure requirements and the obligations to keep internal records is about to become harder still. A range of changes being driven by the Small Business, Enterprise and Employment Act 2015 (SBEEA) will take full effect over the coming months – and SBEEA has already made other changes to company law that impact on the secretarial processes in companies.
Perhaps because of the title of SBEEA, few people seem to be aware that with in this amalgam of new legal measures are some fundamental changes to previous company law, as well as measures that have very real and wide ranging practical implications for the public and the internal legal administration of companies.Article continues below...
"This is an indispensable aid to the busy company secretary. The text is clear, the precedents...
Most of the changes apply to all companies – from public to private, large to small, commercial to community interest companies and charitable companies, as well as their trading subsidiaries.
Amongst the changes already in place are new procedures on notifying the appointment of directors to Companies House. One of the important internal administrative impacts of the new system is that a company should ensure it gathers in and safely and securely retains clear evidence that the individual did agree to the appointment. In the event of any query or dispute, Companies House will look to the company for this evidence, as it no longer carries out any ‘consent validation’ processes itself when an appointment notification is made.
The most difficult and controversial changes yet to come relate to the new obligations to investigate record and notify Companies House about ‘persons with significant control or influence’ over a company (so called ‘PSCs’). The new law is so complex and its implications so potentially wide that it has proved difficult to finalise the supporting regulations and the required statutory guidance about the PSC Register, the public notification obligations and the public access rights to that data. DBIS established a Working Party to help design what are being described as a ‘suite of guidance products’ intended to ‘explain the provisions’ to companies and LLPs, which are also affected. It is good that the potential difficulties have been recognised, with views being sought for recognised expert sources such as The Institute of Chartered Secretaries and Administrators and some public consultation being held on draft material. However it is, surely, worrying that important new law is effectively acknowledged as being too hard to understand and too difficult to comply with in practice without pages more statutory guidance that directors (and possibly others) will be under a legal obligation to take heed of.
The new 8th edition of Jordans Company Secretarial Precedents offers practical help to those facing the many challenges posed by all the SBEEA changes. It is an essential reference work for anyone carrying out, overseeing or ultimately responsible for company law and regulatory compliance in UK companies.
Cecile Gillard, Legal Manager, Burton Sweet
Tel: 0117 9142057
Mobile: 07725 258168
 The PSC changes are expected to be activated in June 2016 (under the version of the SBEEA projected implementation timetable available from DBIS at the date of preparation of this blog). Readers should be aware this may change and check regularly for the latest DBIS timetable updates at:
 For news on progress on the guidance and to view a copy of the latest draft version see https://www.icsa.org.uk/about-us/policy/psc-register-guidance-consultation