The Economic Crime (Transparency and Enforcement) Act 2022 became law earlier this week: see here or here (pdf). The explanatory memorandum will be available here when published. Parts 1 and 2, not yet in force (secondary legislation is required), contain the framework for the new register of overseas entities owning land in the UK and will make changes to the unexplained wealth order regime. Part 3 makes changes to the sanctions regime, chapter 2 of which is already in force.
The Economic Crime (Transparency and Enforcement) Bill 2022 was introduced in the House of Commons today, receiving its first reading: see here. In broad outline, the Bill provides for the introduction of a register of overseas entities owning land in the United Kingdom; it also makes changes to the way in which unexplained wealth orders operate.
A copy of the Bill, as introduced, is available here (pdf). The Bill is accompanied by explanatory notes (here, pdf), two impact assessments (here and here, pdf) and two memoranda - one concerning human rights (here, pdf), the other concerning delegated powers (here, pdf).
Companies House has published its annual review of the companies register for the year ending 30 March 2021: see here. At the end of March 2021, the total register size was 4,716,126 (an increase of over 8% when compared with the end of March 2020). During the year there were 810,316 company incorporations - an increase of over 21% when compared with the previous year and a new record. As part of the Government's corporate transparency and register reform programme, three consultations were published last week: [1] information on the register; [2] the powers of the registrar; and [3] prohibiting corporate directors. With the third consultation paper, the Government has said that it intends to implement the framework within section 87 of the Small Business, Enterprise and Employment Act 2015 which provides for a prohibition, with certain exceptions, on corporate directors. The consultation seeks views on the scope of these exceptions.
The Companies etc. (Filing Requirements) (Temporary Modifications) Regulations 2020 were made last Friday and came into force on Saturday: see here or here (pdf). They were made in exercise of powers conferred by sections 1049(3) and 1050(5) of the Companies Act 2006 and sections 39(1) and (4) of the Corporate Insolvency and Governance Act 2020. Their purpose is to extend temporarily various filing deadlines to which certain entities - companies, eligible Scottish partnerships, limited partnerships, limited liability partnerships, unregistered companies, overseas companies, Societas Europaeas and European Economic Interest Groupings - are subject. Further information is available in the accompanying explanatory memorandum is available here (pdf).
Companies House has published its latest quarterly statistics report for incorporated companies in the UK: see here. The report covers the three months ending September 2019 and it notes that this is the first quarter where the size of the effective register has exceeded four million companies (the effective register excludes those companies in the course of winding-up or dissolution).
Companies House has made several changes to its late filing penalties manual, taking effect from 1 October 2019: see here.
At this time last year, give or take a day or two, the Government published the draft Registration of Overseas Entities Bill: see here. A Joint Parliamentary Committee was subsequently formed for the purpose of scrutinising the Bill and it reported in May: see here. Yesterday, the Government's response to the Committee's report was published: see here (pdf).
The annual report of the Office of the Regulator of Community Interest Companies has been published: see here (pdf). The report covers the year in which online incorporation became available and it notes that there are now over 15,700 CICs on the register.
The Companies House independent adjudicators have published their annual report for the year to 31 March 2019: see here (pdf). The report contains data on the appeals heard by the adjudicators as well as recommendations for improving Companies House procedures. Companies House has today published its annual statistical release for 2018/19 (covering the year to 31 March 2019): see here. This reports that the size of the register (at 31 March 2019) was 4,202,044, an increase of a little over 4% on the year before. During the year there were 672,890 company incorporations and 508,865 dissolutions. The average age of a company on the register is 8.5 years (it was 10.7 years in 2000). Public limited companies account for 0.1% of the total register; private companies, limited by shares, account for 92.8%.The Department for Business, Energy and Industrial Strategy has published a consultation paper titled Corporate Transparency and Registration Reform: see here (pdf). The paper sets out reforms to the company incorporation process within the UK, in particular the information and checks that are necessary to ensure the accuracy of the information on the register concerning directors, shareholders and those with significant control.The Treasury Committee today published its report Economic Crime - Anti-money laundering supervision and sanctions implementations: see here or here (pdf). The accompanying press release is available here. The report's conclusions and recommendations can be read here. The Committee notes that the scale of economic crime is uncertain and that it is difficult to measure. It nevertheless recommends that the Government undertakes more analysis and research concerning the scale and size of economic crime and individual sectors' exposure to it.The UK cannot extol the virtue of a public register of beneficial ownership and yet not carry out the necessary rigorous checks of the information on that register. The Government must urgently consider reform of Companies House to ensure it has the statutory duties and powers to ensure it plays no role in helping those undertaking economic crime, whether here or abroad. It is welcome that the Economic Secretary has noted that BEIS is considering reform in this area, but the Government should move quickly and now publish detail of this reform by summer 2019".
In its latest statistics release, Companies House reports that on 31 December 2017 there were 3,993,232 companies on the total register and 3,725,610 companies on the effective register (the latter excluding companies in the process of liquidation or dissolution): see here. Of those on the effective register, 5,960 were public companies.
The Companies Documentation (Transgender Persons) Bill 2016-17 was introduced in Parliament earlier this week under the Ten Minute Rule procedure by the Rt Hon Nicky Morgan MP and received its first reading: see here. The purpose of the Bill, to quote directly from the Parliament website, is to "... enable transgender persons to apply to the registrar of companies for England and Wales for documentation relating to their change of name to be treated as protected information under the Gender Recognition Act 2004; and for connected purposes". A copy of the Bill is not yet available, but will be published closer to the time of its second reading.
The ICLR has provided a summary of the recent High Court decision Gunewardena v Conran Holdings Ltd [2016] EWHC 2983 (Ch), an important and interesting case on the status of articles of association and the significance (or otherwise) of registration: see here. To quote from the summary:There was nothing in the statutory scheme in the Companies Act 1985, as amended, which vested articles provided to the registrar with the special quality of being the real articles for all purposes. If members resolved, on an amendment by special resolution, the articles, as amended, would become the new contract and the new articles and would essentially take effect as such immediately. Their status as articles did not depend on registration ... the actual sending of the documents to the Registrar of Companies, and their appearance thereafter on the register of the company, did not have the magical effect of making the relevant form the articles of the company if that form of articles did not accurately record the proper effect of special resolutions that had been passed".
The Companies (Address of Registered Office) Regulations 2016 were made on 23 March and come into force on 6 April: see here or here (pdf). The purpose of the Regulations is to introduce a new administrative procedure to allow the registrar of companies to change the registered office address of a company, or limited liability partnership, where (upon application) the registrar considers that the entity is not authorised to use that address. Further information is available in the accompanying explanatory memorandum: see here (pdf).
New guidance on the Register of People with Significant Control has been published on the Companies House website: see here. Included is a document with guidance for companies, LLPs and SEs (here, pdf) and another document with guidance for those with significant control (here, pdf).
Companies House has published its annual statistical release for the year to 31 March 2015, with information concerning the companies (and other corporate bodies) on the register of companies: see here (pdf). According to the release, the average number of shareholders per company is two and the average age of companies on the register is 8.4 years. 96% of companies on the register are private limited companies.
Companies House has announced that all public digital data held on the UK register of companies is now available to view free of charge: see here.
It has also published a statistical release, for May 2015, with information about incorporated companies: see here (pdf).
