argomento: News del mese - Diritto Internazionale e Comunitario

Keywords: U.K. - business register - corporate director

The U.K. government is planning far-reaching reforms to the U.K. company register to improve the quality of the publicly available data held by Companies House. Among these, we recall the prohibition on appointing corporate directors. The U.K. government is concerned about the use of corporate directors as it fears that they are used to disguise ownership and undermine individual responsibility; has therefore legislated in order to prohibit the use of corporate administrators (or those companies that hold the role of director) under the Small Business, Enterprise and Employment Act of 2015. But these legislative powers have never been used. Now, it is proposed to implement the ban for companies that have corporate directors. In short, a company will be authorized to appoint a corporate director only if all the directors of that company are natural persons whose identity has been verified by Companies House. This would apply to foreign entities acting as corporate directors as much as to entities registered in the U.K. If the corporate director took the form of a limited liability partnership (LLP) or a limited partnership (LP), it would be the designated members or general partners who must be natural persons. The government is also intent on extending the ban so that an entity can only act as a designated member of an LLP or general partner of an LP if all directors of that entity are natural persons and their identity has been verified. This represents a significant change from the current position, according to which there are no restrictions on the use of corporate directors, without prejudice to the requirement that companies have at least one natural person as a director. Groups, joint venture companies and fund structures that regularly make use of corporate administration positions will need to ensure that their agreements comply with the new rules.