Changes to Certificates of Good Standing in the U.K. Exclude Previously Provided Information

In the U.K., Certificates of Good Standing are issued by the Companies House and are generally required when a company wants to register to do business in another jurisdiction and may also be required before a company can enter into certain contracts or business relationships.  Due to the U.K.’s Small Business, Enterprise and Employment Act of 2015, the information contained in U.K. Good Standing Certificates is changing effective November 2016. Those who need to obtain these certificates should be aware of the information that will now be excluded.

The Change

As of November 2016, the U.K. Certificate of Good Standing will no longer contain information on:

• Shareholders
• Shareholding
• Statement of Capital

The Cause

Since June 2016, under the U.K.’s Small Business, Enterprise and Employment Act of 2015 (the Act), companies registered in England and Wales (U.K. limited companies and limited liability partnerships) are no longer required to file an annual return. Instead, these registered companies are obliged to file an annual confirmation statement. Part 8 of the Act states that every company, whether dormant or active, has the duty to deliver to the registrar a statement confirming that the information held at the register is up to date.  The information required includes:

• Company’s registered office
• Company’s directors (appointments, terminations of appointments, and director’s details – e.g. service address, surname, etc.)
• Company’s secretary (appointments, terminations of appointments, and secretary’s details – e.g. service address, surname, etc.)
• Location of the company’s registers (i.e. whether they are kept at the company’s registered office or at a single alternative inspection location)
• The company’s Standard Industrial Classification (SIC) code
• A change to the matters included in the company’s last statement of capital
• A change in the shareholders’ information; and
• If the company was registered before June 30, 2016, a change in the information in the company’s Persons of Significant Control (PSC) Register  (This information must be provided in its entirety the first time you file a confirmation statement.)

A private company which has elected to keep information found in one or more of its company registers on the public record at Companies House also needs to ensure it has notified Companies House of any changes to that information concerning:

• Its members
• The company’s directors and their details
• The directors’ usual residential addresses
• The company’s secretary and details
• The company’s PSCs and details[1]

In the third posting of our three-part blog series relating to the Act, “It’s Getting Harder for Beneficial Owners to Maintain Their Anonymity”, we explained that, rather than repeat and resubmit previously filed information about the company with Companies House as required on the annual return, the company now reviews the information currently on file and confirms that all the specific information has already been delivered to the Registrar. In addition, the confirmation statement may be filed at any time subject to the requirement that no more than 12 months can lapse between filings.

The Effect

These changes will make it more difficult to retrieve shareholders' information that was readily available during the Annual Return era. Previously, a statement of capital needed to be provided every year on the annual return. Now, changes are expected to be made on the appropriate forms after each change event. As the confirmation statement then merely confirms that the records of the company are correct as of a particular date, the format makes it difficult to gather the data while issuing the Good Standing Certificate.

To that end, Companies House issued a pamphlet and updated their website to state:

“You won’t be able to order certificates with information on shareholders, shareholdings or statement of capital from the beginning of November 2016, due to changes brought in by the Small Business Enterprise and Employment Act.”

The good standing wording on U.K. certificates states that a company has been in continuous, unbroken existence since its incorporation and that no action is currently being taken to strike the company off the register.

Companies House will only issue the good standing if the company is up to date with its filings and one of the following applies:

• It’s a private limited company with at least one director who is a natural person.
• It’s a public limited company with a secretary and at least two directors (one of which is a natural person).

Obtaining Additional Info on -- and Apart From -- Good Standing Certificate

The good news is that additional information previously included can still be provided on the Good Standing Certificate if it is specifically requested, including:

• Directors’ names and details such as date of birth (month/ year) or nationality;
• Secretaries’ names;
• Registered office address;
• The company’s objects (objectives)

If the company’s shareholding and shareholder information is required, since it will no longer be provided on Good Standing Certificates, one possible solution is to review a list of filings made after the prior annual return and request copies of the ones that would be relevant, such as a “statement of capital following an allotment of shares”.

Keep these changes in mind the next time you need to obtain a U.K. Good Standing Certificate so that you remember to ask for the additional info on the certificate if it is needed, and also to ensure that if shareholding/shareholder information is required, you make the separate request for copies of the filings on record that will provide that information.

[1] https://www.gov.uk/government/publications/confirmation-statement/confirmation-statement

This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.