With effect from 26 May 2015, companies cannot issue new bearer shares; that is, unregistered shares owned by whoever has physical possession of the share warrant. Companies with bearer shares in issue must surrender them for conversion into registered shares by 26 February 2016, the first step of which involves companies giving notice to their bearer shareholders by 26 June 2015. Companies with bearer shares that have not been surrendered by 26 February 2016 will have until 26 May 2016 to apply to court to cancel them.

In addition, the general duties of directors will apply to shadow directors where and to the extent that they are capable of applying. A shadow director is a person in accordance with whose directions or instructions the directors of a company are instructed to act.

From October 2015, subject to certain exceptions, companies will be unable to appoint new corporate directors. Companies with existing corporate directors must remove them by October 2016 and replace them with individuals where board meetings might otherwise be inquorate. The Department for Business, Innovation & Skills (BIS) is currently consulting on exceptions to this general prohibition, which might potentially permit corporate directors where they are useful and represent a low risk; for example, on boards of subsidiary companies. BIS has also recently mooted a principles-based exception under which a UK company could be a corporate director if its directors are all individuals.

A company appointing a director must file a statement with Companies House confirming that the director has consented to act, instead of filing the director's consent to act. Companies House will notify the director who, if he has not given consent to act, can apply to be removed from the public register. In such a case, unless the company provides evidence of the director's consent, he will be removed from the public register. Regulations specifying the evidence that companies must supply are awaited.

Companies House will be able to help protect directors from becoming victims of fraud or identity theft by omitting the day of a director's birth from the public register. However, the full date of birth will be accessible on the public register if it was provided before October 2015 or where, from April 2016, a private company opts to keep its statutory registers at Companies House.

The Registrar of Companies will have a new power to change a company's registered office if the address provided by a company is unauthorised or has no connection with the company. Regulations specifying the details of the new power are awaited.

With effect from October 2015, the voluntary striking off of a company from the public register will be able to be completed in about two months, rather than the current three or four months. A striking-off application instigated by the Registrar of Companies will also be quicker and take three to four months, rather than the current five to six months.

With effect from January 2016, companies must maintain a register of people with significant control over the company (the PSC register). This obligation does not apply to publicly traded companies, such as Official List or AIM companies, which are excluded because they are already subject to Chapter 5 of the Financial Conduct Authority's Disclosure and Transparency Rules.

A person with significant control in a company is an individual who, either alone or with others:

Technical statutory guidance on the meaning of significant influence or control, and general non-statutory guidance required by companies to support the implementation of the PSC register, is expected in October 2015.

The PSC register will record information on individuals with significant control but, in certain cases, will also include information about relevant legal entities with significant control, for example, where a legal entity would meet the test for significant control if it were an individual. However, an individual or relevant legal entity will generally not need to be registered in the PSC register if it exercises significant control through another entity, which itself is required to keep a PSC register.

From January 2016, there will be a new duty on companies to investigate, obtain and update information about relevant individuals and legal entities. There will be a corresponding duty on relevant individuals and legal entities to notify a company if their details are not already recorded in the PSC register and to update that information. Failure to comply with these duties may result in the imposition of fines and custodial sentences.

From April 2016, the annual return will be replaced by a confirmation statement, which must be filed at Companies House at least once every 12 months. The confirmation statement will permit companies to confirm that they have made the necessary filings throughout the year, as well as specifying any changes to previously filed information, including updated information on persons with significant control.

Private companies will be able to opt to keep information on the public register at Companies House or in their statutory registers, such as the register of members, directors and secretaries, directors' residential addresses and the PSC register.

The statement of capital will not require the amount paid up and unpaid on each share to be stated; only the aggregate amount unpaid on the total number of shares will be necessary.

The changes highlighted above should assist in meeting the government's objectives of improving transparency in the ownership of UK companies and improving the existing company filing regime (see News brief "Transparency and trust: the way forward for companies?"). However, the short implementation timeframe will result in a challenging period for many companies. Companies with issued bearer shares or corporate directors must take action soon but the provisions dealing with the PSC register are, at least initially, likely to be the most burdensome for many companies.

Companies have a mere two months or so between the publication in October 2015 of technical statutory guidance on the meaning of significant control and the requirement from January 2016 to start keeping a PSC register, and a further three months before the April 2016 obligation of having to file the PSC register information at Companies House kicks in.

Identifying persons with significant control in companies with more complex ownership structures might present a challenge for some businesses, as will the need to deal with disclosure sensitively for certain individuals or legal entities for whom publicity might be a concern. Companies should begin addressing these concerns as soon as possible, while staying abreast of the provisions expected to emerge in the secondary legislation and accompanying guidance that will be issued throughout the next 12 months.