What is the new consent requirement for company officers?

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From 10th October 2015, The Small Business, Enterprise and Employment Act 2015 (SBEEA) added an extra element to the director/secretary appointment process, through the creation of section 100 – company filing requirements: consent to act as director or secretary.

What changed?

The amendment saw changes made to sections 12, 95, 167, and 276 of the Companies Act 2006, and inserted: “The statement must also include a statement by the subscribers to the memorandum of association that each of the persons named as a director, as secretary or as one of the joint secretaries has consented to act in the relevant capacity.”

The statement would be added to the appointment form (AP01/AP03), or incorporation form (IN01), so that the officer know their duties and responsibilities and could provide their informed consent.

Companies House will now reach out to all newly appointed officers, to inform them that their details are being placed on a public register, as well as to remind them of their role and responsibilities.

What was the procedure before the amendment?

This procedure replaced the previous consent to act procedure, whereby the officer would be required to sign paper forms, or provider personal authentication for electronic filings.

Why is this change important?

Companies are now asked to show evidence that the incoming director or secretary consented to act in that capacity. If evidence cannot be provided for this, then Companies House can swiftly remove their names from the public register. It is also good for the officers themselves, as they have the option to personally apply to have the notification of their appointment removed from the register, if they did not provide consent.

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