Legislation will soon come in to force which will make changes to the registration of company charges. The changes will simplify the process by creating a single, UK-wide system of registration.
Securities which are created by a document are required to include a certified copy of the instrument with the form. However, it was the case that the instrument was not available to view; only the form which was submitted with it. The new system provides for the instrument to be accessible to the public. This should improve the transparency of the registers. Information submitted does not always provide interested parties with sufficient details regarding the conditions attached to security. There will be a limited exception in terms of which it will be possible to redact personal information about connected individuals.
Another practical consequence of the new system is that it will now be possible to electronically register securities. It will cost £10 to file electronically or £13 to submit a paper copy of the security.
Companies negotiating the terms of a charge which may be registered under the new system should remember that the accompanying forms will change for charges created on or after 6 April, so they should be vigilant when submitting the charge for registration that they use the correct form.
Equivalent provisions will also apply to Limited Liability Partnerships.
The European Commission has launched a consultation regarding the requirement for, and feasibility of, the introduction of legislation to allow companies to transfer their registered offices across borders.
The Commission is conducting this consultation to ascertain whether there is a demand from companies for such transfers and whether clarity of the law is required.
The Commission is seeking contributions to the following questions posed:
- Whether companies are currently contemplating cross-border transfers of their registered office or have done so in the past
- The means that a company may currently use to effect a cross-border transfer
- The barriers that currently exist for a company that wants to effect such a transfer, e.g. costs, complicated administrative requirements
- Why a company may wish to effect a transfer, or what would make companies more likely to contemplate a transfer
- Whether there is an adequate procedure in place in the EU and whether case law provides an adequate solution
- Whether there is a need for a legislative instrument to deal with cross-border transfers
We would be interested to have your thoughts on these questions and whether you consider that there is an appetite for such a development.
The current situation in the United Kingdom would require the transfer of the assets of a UK registered company to a newly incorporated company in another EU member state and the subsequent dissolution of the UK company.
One legislative change that we think would be of benefit to a greater number of UK companies would be the ability for a company in England to change its registered office to an address in Scotland, and vice-versa.
The questionnaire for responding to the consultation is available to complete and submit until 16 April 2013.
Kelly Craig Solicitor – Corporate & Commercial