Small Business, Enterprise and Employment Bill (HC Bill 11)

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Directors’ dates of birth

84 Protection of information about a person’s date of birth

(1) Part 35 of the Companies Act 2006 (the registrar of companies) is amended as
follows.

(2) 5In section 1087 (material not available for public inspection), in subsection (1),
after paragraph (d) insert—

(da) information falling within section 1087A(1) (information about
a person’s date of birth);.

(3) After that section insert—

1087A 10 Information about a person’s date of birth

(1) Information falls within this subsection at any time (“the relevant
time”) if—

(a) it is DOB information,

(b) it is contained in a document delivered to the registrar that is
15protected at the relevant time as regards that information,

(c) the document is one in which such information is required to be
stated, and

(d) if the document has more than one part, the part in which the
information is contained is a part in which such information is
20required to be stated.

(2) “DOB information” is information as to the day of the month (but not
the month or year) on which a relevant person was born.

(3) A “relevant person” is an individual—

(a) who is a director of a company, or

(b) 25whose particulars are stated in a company’s PSC register as a
registrable person in relation to that company (see Part 21A).

(4) A document delivered to the registrar is “protected” at any time
unless—

(a) it is an election period document,

(b) 30subsection (7) applies to it at the time, or

(c) it was registered before this section comes into force.

(5) As regards DOB information about a relevant person in his or her
capacity as a director of the company, each of the following is an
“election period document”—

(a) 35a statement of the company’s proposed officers delivered under
section 9 in circumstances where the subscribers gave notice of
election under section 167A (election to keep information on
central register) in respect of the company’s register of directors
when the statement was delivered;

(b) 40a document delivered by the company under section 167D
(duty to notify registrar of changes while election in force).

(6) As regards DOB information about a relevant person in his or her
capacity as someone whose particulars are stated in the company’s PSC
register, each of the following is an “election period document”—

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(a) a statement of initial significant control delivered under section
9 in circumstances where the subscribers gave notice of election
under section 790W in respect of the company when the
statement was delivered;

(b) 5a document containing a statement or updated statement
delivered by the company under section 790W(6)(b) or (7)
(statement accompanying notice of election made after
incorporation);

(c) a document delivered by the company under section 790Z (duty
10to notify registrar of changes while election in force).

(7) This subsection applies to a document if—

(a) the DOB information relates to the relevant person in his or her
capacity as a director of the company,

(b) an election under section 167A is or has previously been in force
15in respect of the company’s register of directors,

(c) the document was delivered to the registrar at some point
before that election took effect,

(d) the relevant person was a director of the company when that
election took effect, and

(e) 20the document was either—

(i) a statement of proposed officers delivered under section
9 naming the relevant person as someone who was to be
a director of the company, or

(ii) notice given under section 167 of the relevant person
25having become a director of the company.

(8) Information about a person does not cease to fall within subsection (1)
when he or she ceases to be a relevant person and, to that extent,
references in this section to a relevant person include someone who
used to be a relevant person.

(9) 30Nothing in subsection (1) obliges the registrar to check other
documents or (as the case may be) other parts of the document to
ensure the absence of DOB information.

1087B Disclosure of DOB information

(1) The registrar must not disclose restricted DOB information unless—

(a) 35the same information about the relevant person (whether in the
same or a different capacity) is made available by the registrar
for public inspection as a result of being contained in another
description of document in relation to which no restriction
under section 1087 applies (see subsection (2) of that section), or

(b) 40disclosure of the information by the registrar is permitted by
subsection (2) or another provision of this Act.

(2) The registrar may disclose restricted DOB information—

(a) to a public authority specified for the purposes of this
subsection by regulations made by the Secretary of State, or

(b) 45to a credit reference agency.

(3) Subsections (3) to (8) of section 243 (permitted use or disclosure of
directors’ residential addresses etc by the registrar) apply for the
purposes of subsection (2) as for the purposes of that section (reading

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references there to protected information as references to restricted
DOB information).

(4) This section does not apply to restricted DOB information about a
relevant person in his or her capacity as someone whose particulars are
5stated in the company’s PSC register if an application under
regulations made under section 790ZF (regulations for protecting PSC
particulars) has been granted with respect to that information and not
been revoked.

(5) “Restricted DOB information” means information falling within section
101087A(1).

Statements of capital etc

85 Contents of statements of capital

Schedule 6 amends the Companies Act 2006 to alter the content of statements
of capital required under various provisions of that Act.

86 15Public companies: information about aggregate amount paid up on shares

(1) The Companies Act 2006 is amended as follows.

(2) In section 94 (application for re-registration as a public company), in
subsection (2)—

(a) omit the “and” at the end of paragraph (c), and

(b) 20after paragraph (d) insert ; and

(e) a statement of the aggregate amount paid up on the
shares of the company on account of their nominal
value.

(3) In section 762 (procedure for a public company to obtain a trading certificate),
25in subsection (1)—

(a) omit the “and” at the end of paragraph (c), and

(b) after paragraph (d), insert , and

(e) be accompanied by a statement of the aggregate amount
paid up on the shares of the company on account of their
30nominal value.

(4) In section 1078 (documents subject to Directive disclosure requirements)—

(a) in subsection (3), under the heading “Share capital”, after the entry
numbered 11 insert—

  • 12 Any statement delivered under section 762(1)(e) (statement of the
    35aggregate amount paid up on shares on account of their nominal
    value)., and

(b) after subsection (3) insert—

(3A) In the case of a private company which applies to re-register as
a public company, the statement delivered under section
4094(2)(e) (statement of the aggregate amount paid up on shares
on account of their nominal value).

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Registered office disputes

87 Address of company registered office

(1) After section 1097 of the Companies Act 2006 insert—

1097A Rectification of register relating to company registered office

(1) 5The Secretary of State may make provision by regulations requiring the
registrar, on application, to change the address of a company’s
registered office if the registrar is satisfied that the company is not
authorised to use the address.

(2) The applicant and the company must provide such information as the
10registrar may require for the purposes of determining such an
application.

(3) The regulations may make provision as to—

(a) who may make an application,

(b) the information to be included in and documents to accompany
15an application,

(c) the notice to be given of an application and of its outcome,

(d) the period in which objections to an application may be made,

(e) how an application is to be determined, including in particular
the evidence, or descriptions of evidence, which the registrar
20may without further enquiry rely on to be satisfied that the
company is authorised to use the address,

(f) the referral of the application, or any question relating to the
application, by the registrar for determination by the court,

(g) the registrar requiring a company to provide an address to be
25the company’s registered office,

(h) the nomination by the registrar of an address (a “default
address”) to be the company’s registered office,

(i) the effect of the registration of any change.

(4)
Subject to further provision which may be made by virtue of subsection
30(3)(i), the change takes effect upon it being registered by the registrar,
but until the end of the period of 14 days beginning with the date on
which it is registered a person may validly serve any document on the
company at the address previously registered.

(5) Provision made by virtue of subsection (3)(i) may in particular include
35provision, in relation to the registration of a default address—

(a) for the suspension, for up to 28 days beginning with the date on
which it is registered, of duties of the company under this Act
relating to the inspection of company records or to the
provision, disclosure or display of information,

(b) 40that the default address may not be used for the purpose of
keeping the company’s registers, indexes or other documents,

(c) for there to be no requirement that documents delivered to the
default address for the company must be opened,

(d) for the collection of such documents by the company, or the
45forwarding of such documents to the company,

(e) for the circumstances in which, and the period of time after
which, such documents may be destroyed,

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(f) about evidence, or descriptions of evidence, that the registrar
may require a company to provide if giving notice to the
registrar to change the address of its registered office from a
default address.

(6) 5The applicant or the company may appeal the outcome of an
application under this section to the court.

(7) On an appeal, the court must direct the registrar to register such
address as the registered office of the company as the court considers
appropriate in all the circumstances of the case.

(8) 10The regulations may make further provision about an appeal and in
particular—

(a) provision about the time within which an appeal must be
brought and the grounds on which an appeal may be brought,

(b) provision for the suspension, pending the outcome of an
15appeal, of duties of the company under this Act relating to the
inspection of company records or to the provision, disclosure or
display of information,

(c) further provision about directions by virtue of subsection (7).

(9) The regulations may include such provision applying (including
20applying with modifications), amending or repealing an enactment
contained in this Act as the Secretary of State considers necessary or
expedient in consequence of any provision made by the regulations.

(10) Regulations under this section are subject to affirmative resolution
procedure.

(2) 25In section 1087(1) of that Act (material not available for public inspection), after
paragraph (g) insert—

(ga) any application or other document delivered to the registrar
under section 1097A (rectification of company registered office)
other than an order or direction of the court;.

30Director disputes

88 Company filing requirements: consent to act as director or secretary

(1) The Companies Act 2006 is amended as follows.

(2) In section 12 (statement of proposed officers), for the first sentence of
subsection (3) substitute—

  • 35The statement must also include a statement by the subscribers to
    the memorandum of association that each of the persons named
    as a director, as secretary or as one of the joint secretaries has
    consented to act in the relevant capacity.

(3) In section 95 (statement of proposed secretary), for the first sentence of
40subsection (3) substitute—

  • The statement must also include a statement by the company that
    the person named as secretary, or each of the persons named as
    joint secretaries, has consented to act in the relevant capacity.

(4) In section 167 (duty to notify registrar of changes), in subsection (2), for

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paragraph (b) substitute—

(b) be accompanied by a statement by the company that the person
has consented to act in that capacity.

(5) In section 276 (duty to notify registrar of changes), in subsection (2), for
5“consent by that person” substitute “statement by the company that the person
has consented”.

(6) The amendments made by this section do not apply if the statement of
proposed officers, statement of the company’s proposed secretary or notice
under section 167 or 276 of the Companies Act 2006 was received by the
10registrar before this section comes into force.

89 Registrar’s duty to inform new directors of entry in register

(1) In Part 35 of the Companies Act 2006 (the registrar of companies), after section
1079A insert—

Notice of receipt of documents about new directors
1079B 15 Duty to notify directors

(1) This section applies whenever the registrar registers either of the
following documents—

(a) the statement of proposed officers required on formation of a
company, or

(b) 20notice under section 167 or 167D of a person having become a
director of a company.

(2) As soon as reasonably practicable after registering the document, the
registrar must notify—

(a) in the case of a statement of proposed officers, the person or
25each person named in the statement as a director of the
company, or

(b) in the case of a notice under section 167 or 167D, the person
named in the document as having become a director of the
company.

(3) 30The notice must—

(a) state that the person is named in the document as a director of
the company, and

(b) include such information relating to the office and duties of a
director (or such details of where information of that sort can be
35found) as the Secretary of State may from time to time direct the
registrar to include.

(4) The notice may be sent in hard copy or electronic form to any address
for the person that the registrar has received from either the subscribers
or the company.

(2) 40The amendment made by this section does not apply if the statement of
proposed officers or notice under section 167 or 167D of the Companies Act
2006 was received by the registrar before this section comes into force.

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90 Removal from register of material about directors

(1) In section 1095 of the Companies Act 2006 (rectification of register on
application to registrar), after subsection (4) insert—

(4A) Subsections (4B) and (4C) apply, in place of subsection (4), in a case
5where—

(a) the material specified in the application is material naming a
person—

(i) in a statement of a company’s proposed officers as a
person who is to be a director of the company, or

(ii) 10in a notice given by a company under section 167 or
167D as a person who has become a director of the
company, and

(b) the application is made by or on behalf of the person named and
is accompanied by a statement that the person did not consent
15to act as director of the company.

(4B) If the company provides the registrar with the necessary evidence
within the time required by the regulations, the registrar must not
remove the material from the register.

(4C) If the company does not provide the registrar with the necessary
20evidence within that time—

(a) the material is conclusively presumed for the purposes of this
section to be derived from something that is factually
inaccurate, and

(b) the registrar must accept the applicant’s statement as sufficient
25evidence that the material should be removed from the register.

(4D) “The necessary evidence” is—

(a) evidence sufficient to satisfy the registrar that the person did
consent to act as director of the company, plus

(b) a statement by the company that the evidence provided by it is
30true and is not misleading or deceptive in any material
particular.

(2) The amendment made by this section does not apply to material contained in
a statement of proposed officers or notice given under section 167 or 167D of
the Companies Act 2006 if the statement or notice was received by the registrar
35before this section comes into force.

Accelerated strike-off

91 Reduction in notice periods etc for striking off companies

(1) Chapter 1 of Part 31 of the Companies Act 2006 (striking off) is amended as
follows.

(2) 40In section 1000 (power to strike off company not carrying on business or in
operation)—

(a) in subsection (2)—

(i) for “one month of sending” substitute “14 days of sending”,

(ii) for “that month” substitute “that period”, and

(iii) 45in paragraph (b), for “one month” substitute “14 days”, and

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(b) in subsection (3)—

(i) in paragraph (b), for “one month” substitute “14 days”, and

(ii) for “three months” substitute “2 months”.

(3) In section 1001 (duty to act in case of company being wound up), in subsection
5(1), for “three months” substitute “2 months”.

(4) In section 1003 (striking off on application by company), in subsection (3), for
“three months” substitute “2 months”.

(5) The amendments made by subsection (2) do not apply in cases where the
communication mentioned in section 1000(1) of the Companies Act 2006 has
10already been sent before this section comes into force.

(6) The amendment made by subsection (3) does not apply in cases where the
notice mentioned in section 1001(1) of that Act has already been published in
the Gazette before this section comes into force.

(7) The amendment made by subsection (4) does not apply in cases where the
15application under section 1003(1) of that Act has already been made before this
section comes into force.

Part 9 Directors’ disqualification etc

New grounds for disqualification

92 20Convictions abroad

(1) After section 5 of the Company Directors Disqualification Act 1986 insert—

5A Disqualification for certain convictions abroad

(1) If it appears to the Secretary of State that it is expedient in the public
interest that a disqualification order under this section should be made
25against a person, the Secretary of State may apply to the court for such
an order.

(2) The court may, on an application under subsection (1), make a
disqualification order against a person who has been convicted of a
relevant foreign offence.

(3) 30A “relevant foreign offence” is an offence committed outside Great
Britain—

(a) in connection with—

(i) the promotion, formation, management, liquidation or
striking off of a company (or any similar procedure),

(ii) 35the receivership of a company’s property (or any similar
procedure), or

(iii) a person being an administrative receiver of a company
(or holding a similar position), and

(b) which corresponds to an indictable offence under the law of
40England and Wales or (as the case may be) an indictable offence
under the law of Scotland.

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(4) Where it appears to the Secretary of State that, in the case of a person
who has offered to give a disqualification undertaking—

(a) the person has been convicted of a relevant foreign offence, and

(b) it is expedient in the public interest that the Secretary of State
5should accept the undertaking (instead of applying, or
proceeding with an application, for a disqualification order),

the Secretary of State may accept the undertaking.

(5) In this section—

  • “company” includes an overseas company;

  • 10“the court” means the High Court or, in Scotland, the Court of
    Session.

(6) The maximum period of disqualification under an order under this
section is 15 years.

(2) Section 5A(2) and (4) of the Company Directors Disqualification Act 1986, as
15inserted by this section, applies in relation to a conviction for a relevant foreign
offence which occurs on or after the day on which this section comes into force
regardless of whether the act or omission which constituted the offence
occurred before that day.

93 Persons instructing unfit director

20After section 8 of the Company Directors Disqualification Act 1986 insert—

Persons instructing unfit directors

8ZA Order disqualifying person instructing unfit director of insolvent
company

(1) The court may make a disqualification order against a person (“P”) if,
on an application under section 8ZB, it is satisfied—

(a) 25either—

(i) that a disqualification order under section 6 has been
made against a person who is or has been a director (but
not a shadow director) of a company, or

(ii) that the Secretary of State has accepted a disqualification
30undertaking from such a person under section 7(2A),
and

(b) that P exercised the requisite amount of influence over the
person.

That person is referred to in this section as “the main transgressor”.

(2) 35For the purposes of this section, P exercised the requisite amount of
influence over the main transgressor if any of the conduct—

(a) for which the main transgressor is subject to the order made
under section 6, or

(b) in relation to which the undertaking was accepted from the
40main transgressor under section 7(2A),

was the result of the main transgressor acting in accordance with P’s
directions or instructions.

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(3) But P does not exercise the requisite amount of influence over the main
transgressor by reason only that the main transgressor acts on advice
given by P in a professional capacity.

(4) Under this section the minimum period of disqualification is 2 years
5and the maximum period is 15 years.

(5) In this section and section 8ZB “the court” has the same meaning as in
section 6; and subsection (3B) of section 6 applies in relation to
proceedings mentioned in subsection (6) below as it applies in relation
to proceedings mentioned in section 6(3B)(a) and (b).

(6) 10The proceedings are proceedings—

(a) for or in connection with a disqualification order under this
section, or

(b) in connection with a disqualification undertaking accepted
under section 8ZC.

8ZB 15Application for order under section 8ZA

(1) If it appears to the Secretary of State that it is expedient in the public
interest that a disqualification order should be made against a person
under section 8ZA, the Secretary of State may—

(a) make an application to the court for such an order, or

(b) 20in a case where an application for an order under section 6
against the main transgressor has been made by the official
receiver, direct the official receiver to make such an application.

(2) Except with the leave of the court, an application for a disqualification
order under section 8ZA must not be made after the end of the period
25of 3 years beginning with the day on which the company in question
became insolvent (within the meaning given by section 6(2)).

(3) Subsection (4) of section 7 applies for the purposes of this section as it
applies for the purposes of that section.

8ZC Disqualification undertaking instead of an order under section 8ZA

(1) 30If it appears to the Secretary of State that it is expedient in the public
interest to do so, the Secretary of State may accept a disqualification
undertaking from a person (“P”) if—

(a) any of the following is the case—

(i) a disqualification order under section 6 has been made
35against a person who is or has been a director (but not a
shadow director) of a company,

(ii) the Secretary of State has accepted a disqualification
undertaking from such a person under section 7(2A), or

(iii) it appears to the Secretary of State that such an
40undertaking could be accepted from such a person (if
one were offered), and

(b) it appears to the Secretary of State that P exercised the requisite
amount of influence over the person.

That person is referred to in this section as “the main transgressor”.

(2) 45For the purposes of this section, P exercised the requisite amount of
influence over the main transgressor if any of the conduct—