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UK Company Law

This page covers selected developments in UK companies legislation, prospective legislation and related matters of professional concern to accountants in practice, industry or commerce.

Information on this page is open to the public but may include links to material where access is limited to members or certain members of ICAEW.

Current issues

On 10 January 2020, the Fifth Anti-Money Laundering Directive (5MLD) came into force in the UK through the Money Laundering and Terrorist Financing (Amendment) Regulations 2019.

As a result obliged entities (including auditors and external accountants) must tell Companies House if there is a discrepancy between the information that they hold about a beneficial owner of a company, limited liability partnership, or Scottish limited or qualifying partnership and the information that is on the public people with significant control (PSC) register.

A beneficial owner does not have the same definition as a PSC. The requirement to report discrepancies is based on the Companies Act definition of a PSC.

Companies House has published guidance on the requirement:

Tech 02/17 BL - ICAEW and ICAS Guidance on realised and distributable profits under the Companies Act 2006

This Technical Release provides guidance on realised and distributable profits under the Companies Act 2006 (as amended) (the Act) and all relevant statutory instruments made under the Act. Its purpose is to identify, interpret and apply the principles relating to the determination of realised profits and losses for the purposes of making distributions under the Act.

It is based on the guidance previously issued as TECH 02/10 in October 2010 but has been updated as proposed in TECH 05/16 which was issued for comment in March 2016. For the convenience of users, paragraph numbering has been kept consistent with TECH 02/10 so far as possible and consequently some paragraph numbers are not used where material has been deleted or moved.

Versions of this guidance marked-up to show the changes from TECH 02/10 and TECH 05/16 are available from these links Tech 02/10 v Tech 02/17BL and Tech 05/16BL v Tech 02/17BL.

The Register of Persons with Significant Control and other recent changes made by the Small Business, Enterprise and Employment Act 2015 to company law.

The Small Business, Enterprise and Employment Act 2015 (SBEE) introduced a new regime for UK companies and Limited Liability Partnerships (LLPs) to keep a register of significant controllers (PSC register) and to file related information with Companies House. The regime has since been amended and extended to cover additional legal entities.

We give an overview of the PSC regime in effect at 15 July 2017 below. The Department for Business, Energy & Industrial Strategy (BEIS) has issued guidance which is more detailed than this and to which reference should be made where appropriate. The Law Society and City of London Law Society have published a series of Q&As concerning certain complexities that are not specifically addressed in the legislation or BEIS guidance.

The legislation follows government consultations on trust and transparency and money laundering regulation during which ICAEW raised a number of concerns about the likely effectiveness of the regime and its burdens on business (in particular Rep 125-13 on trust and transparency, Rep 162/14 and Rep 99/15 on the PSC register, Rep 190-16 on extending the regime to more UK entities) and Rep 65-16 and Rep 59-17 on proposals (not yet implemented) to extend the regime to foreign entities.

SBEE made other changes to UK companies law and we also give an overview of these changes below.

ICAEW briefings and responses to company law consultations

Other ICAEW company law publications

TECH 07/13BL Exemption for audit by parent guarantee
28 Jun 2013
ICAEW’s Company Law Subcommittee provides guidance on audit exemption by parent guarantee.

TECH 01/11 Guidance for directors on accounting records under the Companies Act 200
27 Jan 2011
Guidance on the meaning and application of the 'adequate accounting records' requirement in section 386. 

ICAEW's guide to directors' responsibilities
This ICAEW guide provides an overview of directors' responsibilities and duties, including on internal governance, transactions between a company and its directors or shareholders, and corporate administration. It also covers responsibilities in relation to insolvent or financially challenged companies, as well as penalties for breach of directors' responsibilities.