Time to Tell the Truth

    October 2015

    Following on from our previous articles on the Small Business, Enterprise and Employment Act 2015 (SBEEA), Companies House’s new filing requirements on the appointment of directors came into force on 10 October 2015. 

    Before 10 October 2015, notification of appointment of directors on Form AP01 included a “consent to act” declaration by the new director. This declaration had to be verified by an authorising signature of the company, such as a director or a secretary (old section 5 of Form AP01). Companies using electronic filing instead had to provide three pieces of information from a list of seven categories about the new director, such as his or her mother’s maiden name.

    The new filing requirements are simpler, in that it is the company itself which now needs to make a statement of truth confirming that the new director has consented to his or her appointment (new section 5 of Form AP01). In spite of a lighter filing requirement, the administrative burden is still with the company to:

    • retain evidence of the new director’s consent (a standard template document to be signed by the company and the director may be made available by Companies House)
    • produce this evidence at the board meeting confirming the appointment
    • reference the same in the board minutes

    The Department for Business, Innovation and Skills (BIS) explained in its 2013 consultation that the reason for this change is to simplify the resolution of uncontested claims by directors to be removed from the register, which are currently dealt with by the courts; thereby, reducing public spending. Instead, and from December 2015, Companies House will receive directors’ applications to have a disputed appointment removed. Director appointment disputes will be the subject of a further article.

    The new Form AP01 also removes the requirement to fill in the day component in a director’s date of birth contained in the public record part of the form (section 3). In order to reduce the risk of fraud or identity theft, the full date of birth of a director now only appears in section 3a, which is not published by Companies House.

    The filing of Form AP03 (appointment of a company secretary) has been simplified in the same way in respect of the consent to act requirement.

    All companies must start using the new Form AP01 and Form AP03 immediately. Any old version of the forms filed after 10 October 2015 will be rejected by Companies House.

    We are yet to see whether this will simplify the process for companies or cause further administrative concerns through additional consent letters.