The Small Business, Enterprise and Employment Act 2015 regulates a number of aspects of business, including:

  • appointment and disqualification of directors
  • insolvency
  • company filing requirements
  • aspects of employment law.

The broad changes also amend existing legislation, such as the Companies Act 2006 and insolvency legislation.

A particularly significant change includes a new provision into the Companies Act 2006 requiring companies to maintain a register of people with “significant control” over the company. This register will be open to public inspection. Anyone requesting sight of the register will have to state the purpose for which the information will be used, and the company may apply to the court to refuse access if the purpose is an improper one.

There is now a requirement for beneficial owners to disclose their beneficial ownership of the company to the company. The use of bearer shares will be prohibited.

The act introduces a new insolvency procedure, including the regulation of new professional bodies which authorise the practice of insolvency practitioners. There are a number of changes to communications between office holder and creditors by removing the requirement to hold physical meetings in every instance, and a new deemed consent procedure which can be utilised by office holders in a situation where the company’s creditors are asked to make a decision.

Administrators, receivers and liquidators have new reporting responsibilities, including the requirement to prepare conduct reports about directors when the company becomes insolvent. 

The legislative changes will affect companies of differing size and require people with different roles, such as company directors and shareholders, to be proactive in implementing the new law as it is applicable to their particular circumstances. Members are urged to read and familiarise themselves with the legislative changes in order to understand how the new provisions affect their practice and to provide up-to-date advice to their clients.