Transparency and trust and beneficial ownership of UK companies

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Posted in:Banking and Finance, Corporate and Commercial|November 7, 2013 | Join the mailing list

On 15 July 2013 the Department for Business, Innovation and Skills (“BIS”) published a discussion paper, “Transparency & Trust: Enhancing the transparency of UK company ownership and increasing trust in UK business”.

The key proposals on which BIS sought feedback included:

• Creating a registry of the beneficial owners of UK companies.

• Introducing new statutory powers to enable UK companies to identify their beneficial owners backed up by obligations on beneficial owners to notify companies of their interests.

• Prohibiting the creation of new bearer shares and requiring existing bearer shares to be converted into registered shares.

• Prohibiting corporate and nominee directors.

• Modifying directors’ statutory duties for directors of companies in certain sectors (such as banking) and also proposed changes to the law relating to disqualification of directors.

The consultation closed on 16 September 2013 but things have now moved on.

On 31 October 2013 the government announced that, in addition to implementing its commitment to create a new central registry of company beneficial ownership information, it has also decided to make the new register accessible to the public.

The government has indicated that it might use as a model the disclosure regime that currently applies in relation to the disclosure of information concerning company shareholders. What this would mean is that companies would hold information on the names and
addresses of their beneficial owners and details of their interests in the company. Companies House would hold, and make accessible to the public, the names of beneficial owners and details of their interests in the company, but there would be limited exemptions
from public disclosure (for example, where that is appropriate to protect the safety of individuals).

It is expected that BIS will publish a formal response to the discussion paper in early 2014.

The information and opinions contained in this article are not intended to be comprehensive, nor to provide legal advice. No responsibility for its accuracy or correctness is assumed by Berg or any of its partners or employees. Professional legal advice
should be obtained before taking, or refraining from taking, any action as a result of this article.

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