Small Business, Enterprise and Employment Act 2015
The Small Business, Enterprise and Employment Act 2015 abolished corporate directors when it came into effect in April 2016. It also made a number of changes to the Directors Disqualification Register:
- The grounds for making a directors’ disqualification order or accepting a disqualification undertaking under the Company Directors Disqualification Act 1986 are extended to include convictions abroad;
- Someone who has had influence over a disqualified person can also be disqualified;
- The matters to be taken into account when a court is determining unfitness to be a director to include conduct in relation to one or more overseas companies;
- A new Schedule of matters for determining unfitness;
- The period in which an application for a disqualification may be made is extended from 2 years to 3 years;
- The court may make a compensation order against a person who is subject to a disqualification order or disqualification undertaking and which has caused loss to one or more creditors
Additionally, a director or shadow director of a company which has gone into insolvent liquidation is prohibited for 5 years from being a director or shadow director, or being involved in the formation or running of a company which has the same, (or a very similar), name to the liquidated company under s216 of the Insolvency Act 1986 (restriction on re-use of company names).
Persons of Significant Control Register
Company law has moved away from the need to file an Annual Return on a set date each year to making a confirmation statement at least once every 12 months. This is known as the Persons of Significant Control register. The requirements to keep a PSC register are set out in the following regulations:
- The Register of People with Significant Control Regulations 2016;
- The European Public Limited-Liability Company (Register of People with Significant Control) Regulations 2016;
- The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016.
Additionally, companies can now maintain their statutory registers at Companies House instead of at their registered offices. These registers record the details of the officers and members, and should be available for inspection at all times. They have to be updated to record events such as appointments and resignations of directors. The contents of the registers and what is showing at CH should be exactly the same. The form AP01 is used to give notice of the appointment of a new director and the form TM01 is used to give notice of the resignation of a director.