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Sara Carpenter

Partner - Sevenoaks and Ashford

7th July 2016

SBEEA 2015 – Ready for more?

The Small Business, Enterprise and Employment Act 2015 (SBEEA) has heralded a raft of changes that affect small to medium sized UK businesses, the latest of which took effect in June 2016. This article outlines the next phase of changes and the ways in which they will affect your business.

Annual Returns

From 30 June 2016, the annual return was replaced with a confirmation statement, entailing a requirement to ‘check and confirm’ your company’s information and notify Companies House of any changes. The wording in the confirmation statement should include:

“Company has delivered all of the information it was required to provide in the period to which the confirmation statement relates”.

The company must provide a confirmation statement in every 12-month period, within 14 days of the relevant review period.

The confirmation statement should include confirmation of changes to:
•    registered office / SAIL
•    principal business activities
•    shareholders
•    aggregate amount unpaid on shares

It should also confirm that the company is not a DTR5 issuer (this refers to the FSA’s Disclosure and Transparency Rules, Chapter 5, under which certain types of organisations are subject to regulation)

Statutory Registers

From June 2016, individual companies can also elect to keep certain information on the public register.  This SBEEA change is designed to reduce the necessity for companies to keep internal registers of members, directors, secretaries, directors’ residential addresses and PSCs.

A company can choose to opt in and opt out at any time, but any election must be with the consent of its PSCs and/or RLEs (Relevant Legal Entities).  PSCs / RLEs must be notified at least 14 days prior to the election, giving them the chance to object if they wish to do so.

There are a number of issues that companies need to be aware of when deciding whether to take up this option:

•    Full dates of birth will be publicly available.
•    A person only becomes the legal owner of shares once his details are entered into the register of members and this will lie with Companies House, rather than the company.  The company may therefore choose to opt out for the duration of certain transactions in order to maintain this control.

Further guidance

For further guidance and advice on your particular company or group requirements in respect of the SBEEA changes, please contact the Corporate & Commercial team at Rix & Kay, Sevenoaks office on 01732 440855 or email saracarpenter@rixandkay.co.uk.

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