The next phase in the implementation of a number of company law provisions of the Small Business Enterprise and Employment Act 2015 will include changes affecting the procedure for appointing directors and disclosing directors' personal information.
Changes in appointment procedure
From 10 October 2015, the procedure for appointing company officers, both on and following incorporation, will change.
Newly appointed directors and secretaries will no longer be required to show their 'consent to act' on relevant Companies House forms. Instead, the company will be required to confirm that the appointee has consented to act.
In the case of director appointments, Companies House will then notify the director of the appointment and provide information about the role and duties of a director.
Under future proposals, expected to be implemented in December 2015, the procedure for resolving disputes over director appointments will be simplified. Wrongly appointed directors will be able to apply for removal of their details from the register. The Registrar of Companies will be obliged to remove them if the company cannot provide sufficient evidence that the director consented to act.
Partial omission of directors' dates of birth
The day element of directors' dates of birth will, from 10 October, be left off the public register.
Directors appointed after that date will continue to be required to provide full date of birth details to Companies House, but only the month and year will be shown on the public register.
This change will go some way to protecting directors against identity theft. However, full date of birth information will remain on the public register where it is contained in filings made before 10 October.
Companies will still be required to hold full date of birth information on their own statutory registers, which must be available for public inspection. If, under future proposals, a company elects to keep its statutory registers centrally at Companies House, the full date of birth details will be available to search free of charge.
Companies House will still be permitted to disclose full date of birth information to certain public authorities and to credit reference agencies.
Companies House forms
These changes will mean updated Companies House forms, including:
- Director / secretary appointment forms: AP01, AP02, AP03, AP04
- Annual return form: AR01
- Director details change form: CH01
- Re-registration form: RR01
- Incorporation form: IN01
- Director termination of appointment form: TM01
The date of birth changes are also being replicated for limited liability partnerships. New forms will therefore include:
- Member appointment form: LLAP01
- Annual return form: LLAR01
- Member details change form: LLCH01
- LLP incorporation form: LLIN01
- Member termination of appointment form: LLTM01
There will be no transitional arrangements for use of the new forms. All forms received by Companies House from 10 October must be in the new format; any old-style forms received from that date will be rejected. The new forms have not yet been released by Companies House.
This document is for informational purposes only and does not constitute legal advice. It is recommended that specific professional advice is sought before acting on any of the information given.