Changes To UK Company Law

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There were significant changes to accounting and company law in the UK in 2015. The remaining amendments under the Small Business, Enterprise and Employment Act are to come into force this year.

Following are some of the key changes for businesses in the UK over the past year, and a summary of what’s ahead in the next 12 months.

Update of existing UK GAPP to FRS101-102

Companies that have prepared financial statements under the old UK GAPP can no longer delay the conversion to the new legislation to comply with FRS 101 or 102, which came into force for accounting periods commencing on or after 1 January 2015.

FRS 102 is the main new UK GAAP standard which will replace all of the old Financial Reporting Standard’s and Statements of Standard Accounting Practice.

FRS 101 reduced disclosure framework creates an entirely new type of standard for the UK.It allows a company to apply the recognition and measurement rules of IFRS, but with reduced disclosures.

The exception to the above is for companies that have used the FRSSE (Financial Reporting Standards for Smaller Entities). For year ends falling within 2015 they can continue to use the FRSSE 2015.

Abolishment of bearer shares

Bearer shares can no longer be issued and companies that previously issued them had to notify holders of existing bearer warrants of their right to surrender them. This surrender period is due to end on 26 February 2016.

Register of beneficial ownership

The requirement to maintain a register of beneficial ownership has been introduced and companies must disclose details of all persons with significant control (PSCs), ie those having ownership or control of a 25% interest in the company. Companies will be required to keep a register from January 2016, and will have to file information about PSCs at Companies House from 30 June 2016.

Companies House administration

Since October 2015, companies have the ability to receive all Companies House communications electronically, and register a trading address in addition to the registered office address. Companies House will have the power to amend a registered office address if the company declines to act (eg following a change of professional adviser). Newly appointed officers will be written to by Companies House informing them of their responsibilities and allowing them to object to an appointment filed by the company without their knowledge. The timescale for striking off a company will also be shortened.

From June 2016, annual returns will be abolished and replaced with a statement filed at least once a year confirming that the publicly disclosed information on the company is correct. Companies will have the option of holding their statutory registers at Companies House and statements of capital filed at Companies House will no longer need to show the amount paid up on each share (a requirement which has caused considerable problems for company secretaries due to the limitations of Companies House software).

Corporate Directors

A ban on most corporate directors of companies is coming into force.Corporate directors will have a period of time to resign (and perhaps be replaced by a natural person). The ban is scheduled to take effect from October 2016.

What does this mean for companies with corporate directors? This is being considered following a public consultation BIS to be held in April 2016.

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Our UK accountancy, payroll and corporate governance and compliance teams provide guidance and support to help organisations remain compliant with these changes in legislation, and the challenges that new legislation ultimately brings to organisations.

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