The Government believe the changes will "rationalise requirements for business, allowing companies to provide the most useful set of information in the most sensible way, with new requirements reducing duplication or complexity. They will also increase transparency and improve the UK’s business environment."
The key proposals are set out below.
- Annual Filings: companies will no longer have to file an annual return. Instead, they will be asked to 'check, notify changes if necessary and confirm' the information already held by Companies House. Companies will be able to chose whether to do this on a set date each year or when making an event-driven filing, such as the appointment of a new director.
- Statutory Registers: companies will be allowed to choose to opt out of the requirement to keep a register of directors, directors' residential addresses, secretaries or members. If they opt out of then the public record will contain the information which otherwise would be in the private registers and the company will be obliged to ensure that the public register is up to date. As these changes mean that members' addresses would be a matter of public record, the consent of all shareholders will be required before a company is allowed to opt out.
- Officers: companies will be able to appoint a new officer by confirming that the appointee has consented to act so the consent of the appointee will not be required. The Registrar will then write to the appointee, who can object if they have not consented to act.
- Directors' Dates of Birth: to reduce instances of identity fraud, only a director's month and year of birth will be on the public record except where a company opts not to maintain a register of directors, in which case the date will continue to be shown in full on the public register.
- Members: where a company has chosen not to keep a register of members, a person will become a member when they are entered as a member in the public register.
- Registered Office: the Registrar will be given new powers including the power to change a registered office address if it believes the company is not authorised to use that address.
- Communication: companies will be able to choose to receive communication, including statutory notices, from Companies House in electronic form.
- Strike off: the time it takes to remove a company from the register will be reduced. For voluntary strike off this will be a reduction from 3-4 months to approximately 2 months and, for compulsory strike off from 5-6 months to around 3.5 months.
- Statement of Capital: to reduce the administrative burden of providing a statement of capital, a company will only need to show the aggregate amount unpaid on the capital of the company rather than the amount paid and unpaid on each share.
- Additional Information: to improve transparency, companies will be able to choose to provide additional information for inclusion on the public register which it is not otherwise required to disclose, such as its trading address or website.
I will leave you to make up your own mind whether the desired results will be achieved or whether the drive for transparency is as clear as mud. Either way, as soon as parliamentary time permits these proposals will be considered by the House of Commons and they are likely to become law in 2015.