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The implications of the Small Business, Enterprise & Employment Act 2015 (Part 1)

Updated: Feb 17

There are numerous actions businesses can take following the implementation of the Small Business, Enterprise & Employment Act 2015. From an obligation to file the new Person of Significant Control (PSC) register to new rules regarding corporate & shadow directors, most businesses will be affected by this legislation.

Person of Significant Influence/Control (PSC) Register

The new section 790M of the Companies Act 2006 sets out the requirement for companies to keep a PSC register. Details (names, addresses & dates of birth) of those deemed to be registrable as a PSC are to be included in the register. This is something businesses need to consider, since before this obligation was in place, these details were private. There are heavy sanctions for not complying with this new piece of legislation, including fines and even imprisonment.

Abolition of bearer shares

As a result of the Act, bearer shares will no longer be issued, and existing ones are to be declared and surrendered to enable the conversion of them. Those not declared will become void. There is a 9 month surrender period from May 2015.

Corporate & Shadow Directors

Any remaining corporate directors will cease to exist from early 2017. All directors must be natural persons. Shadow directors are now classed as having the same director duties as if they had been appointed.

Key points to consider

  • Requirement to maintain and file PSC register at Companies House

  • Declaration, surrender and transfer of bearer shares

  • From 2017, Corporate Directors are no longer allowed – shadow directors also have extended duties.

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