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How will Brexit impact directors and company secretaries?


The Companies Act 2006 (CA06), the legislation that governs much of the UK’s corporate compliance, stems in part from, and runs alongside, EU legislation. So what impact can directors and company secretaries expect from Brexit?

For the moment and definitely into the near future, directors still owe duties to their companies under the Companies Act 2006 and company secretaries still have to ensure that the company’s statutory obligations are met within existing statutory timescales.

And whilst they may grapple with the uncertain commercial implications of Brexit, from a compliance point of view, directors and company secretaries of UK companies should not lose sight of the more immediate changes brought about by the Small Business Enterprise and Employment Act 2015 (SBEEA 15).

23 June 2016 was certainly a significant day for the UK and the decision made will no doubt resonate for years to come. 30 June 2016 is unlikely to prove quite so memorable in the long term, but more immediately, directors and company secretaries need to be mindful of the changes introduced on that day.

Provisions under Parts 7 and 8 of SBBEA 15 in relation to the register of People of Significant Control (PSCs) come into force obliging companies to reveal the individuals who control them. Directors should be aware that there are significant penalties for failing to comply with the requirement to provide PSC details to Companies House.

Also on 30 June 2016, the confirmation statement replaces the annual return. If a company has a confirmation statement that is due to be filed on or around 30 June 2016 the directors and company secretary (if any) should ensure that the PSC information is correct.

As far as corporate compliance is concerned, for the time being and likely the near future, Brexit for directors and company secretaries means ensuring “business as usual” continues smoothly and they should continue to follow and comply with the requirements of CA06 and SBEEA 15.

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