The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016

EXPLANATORY NOTE

(This note is not part of the Regulations)

These Regulations apply with modifications various company filing changes made by the Small Business, Enterprise and Employment Act 2015 (c.26) (“the 2015 Act”) to limited liability partnerships and unregistered companies, as well as making amendments to other instruments in consequence of those changes. These Regulations also prescribe the classification scheme for company type and the classification system for a company’s principal business activities for the purposes of section 9(5A) and (5B) and section 853C(3) of the Companies Act 2006 (“the 2006 Act”).

Section 92 of the 2015 Act replaced the requirement in Part 24 of the 2006 Act for companies to deliver an annual return to the registrar with a requirement for companies to deliver a confirmation statement. Section 94 of and Schedule 5 to the 2015 Act also amends the 2006 Act so that companies can choose to keep information held on their register of members, register of directors and register of company secretaries at the registrar as an alternative to keeping that information on the registers at the company.

Regulation 3 and Schedule 1 to these Regulations amends the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804) (“the 2009 Regulations”) to apply the changes made by sections 92 and 94 of and Schedule 5 to the 2015 Act to LLPs with modifications. It also makes other consequential amendments to the 2009 Regulations to reflect the changes made by the 2015 Act.

Regulation 4 and Schedule 2 to these Regulations amends the Unregistered Companies Regulations 2009 (S.I. 2009/2436). It applies the requirement for companies to deliver a confirmation statement under Part 24 of the 2006 Act to unregistered companies which prior to these Regulations were required to deliver an annual return.

Regulation 5 and Schedule 3 to these Regulations contains amendments to other instruments and includes amendments made in consequence of the aforementioned changes made by the 2015 Act.

Previously, a company’s annual return was required under section 855 of the 2006 Act to contain information about the company’s type and its principal business activities. Information as to the company’s type was required to be given by reference to the classification scheme prescribed in regulation 5 of and Schedule 1 to the Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (S.I. 2008/3000) and information as to the principal business activities was permitted to be given by reference to the classification system prescribed in regulation 6 of and Schedule 2 to those Regulations.

Under section 853C of the 2006 Act (duty to notify a change in the company’s principal business activities) a company is required to notify the registrar of a change in its principal business activities at the same time as making a confirmation statement. The information as to the company’s principal business activities may be given by reference to one or more categories of a prescribed system of classifying business activities. In addition, section 9 of the 2006 Act sets out the documents that must be delivered to the registrar for a new company to be incorporated. Alongside these registration documents, under sections 9(5A) and (5B) information must also be delivered to the registrar as to the proposed company’s type and principal business activities. This information may also be given by reference to a prescribed system.

Regulation 6 and Schedule 4 to these Regulations therefore prescribe the classification scheme for company type, while Regulation 7 and Schedule 5 prescribe the classification system for a company’s principal business activities for the purposes of section 9(5A) and(5B) and section 853C(3) of the 2006 Act. The substance of these classifications is consistent with the previous system set out in S.I. 2008/3000 for the purpose of a company’s annual return.

A full impact assessment of the effect that this instrument will have on the costs of business and the voluntary sector is available from the Department for Business, Innovation and Skills, 1 Victoria Street, London SW1H 0ET and is published with the Explanatory Memorandum alongside the instrument on www.legislation.gov.uk.