What offences can a company and its directors commit under the Companies Act 2006?

The Companies Act 2006 is the legislation that forms the primary source of UK company law and dictates the corporate governance and compliance efforts of a wide range of UK organisations. It is therefore crucial for companies and their directors to be well informed on the offences that could inadvertently be committed under this Act.

Non-compliance with some of the Act’s provisions may create summary offences relating to comparatively minor defaults, usually involving failures to notify the Registrar of Companies of matters that impact on the company and its constitution, or to provide information to shareholders. Non-compliance with certain other provisions of the Act, however, may create serious crimes, mostly relating to fraud.

There is not always a clear distinction between these two categories, given the scope for minor irregularities and defaults to also frequently be associated with more serious crime. An example of this could be where the improper maintenance of accounts or records serves as a means of concealing fraudulent trading or unlawful dealings with directors.

Selections from the Companies Act 2006 schedule of offences

The list of offences that may be committed by a company and its directors under the Companies Act 2006 is a long one. These include, but are not limited to, under the category of ‘summary only’:

  • Failing to send the registrar a copy of amended articles
  • Failing to forward resolutions or agreements affecting the company’s constitution to the registrar
  • Failing to give the registrar notice of changes made to the company constitution by court order
  • The company amending its articles so that it ceases to be exempt from the requirement to have the word “limited” in its title
  • Failing to keep a register of members and their particulars
  • Failing to properly keep a register of directors containing requisite information

There are also certain offences in the schedule of offences that can come under the category of either ‘summary only’ or ‘trial on indictment’. Some examples of these include:

  • Failing to hold annual general meetings for a public company, or as required by the articles or the members in the case of a private company
  • Failing to prepare a strategic report
  • Failing to comply with the approval and signing of the directors’ report and accounts
  • Failing to send out copies of reports to those entitled to receive them

The fines and sentencing powers applicable under the Act

On summary conviction for offences committed under the Companies Act 2006 after 12 March 2015, an unlimited maximum fine applies. The maximum fine is also unlimited in instances of conviction on indictment. Furthermore, a court is required to impose a victim surcharge.

With regard to sentencing powers:

  • Section 78 of the Powers of Criminal Courts (Sentencing) Act (PCCASA 2000) specifies the maximum imprisonment powers: a magistrates’ court shall not have power to impose imprisonment exceeding six months in respect of any one offence
  • Also specifying the maximum powers of imprisonment is section 224(1) of the Sentencing Act 2020, which sets out that a magistrates’ court does not have power to impose imprisonment for more than six months in relation to any one offence
  • Paragraph 24 of Schedule 22 to the Sentencing Act 2020 amends section 224(1), substituting 12 months for six months
  • Section 1131 of the Companies Act 2006 deals with the transitional provision.

What about personal liability claims?

Finally, directors can also be at risk of any of a range of claims for personal liability arising from wrongdoing in their management of the company. Examples of such claims can include:

  • To the company for breach of the directors’ general duties under the Companies Act 2006 or for wrongful trading under the Insolvency Act 1986
  • To third parties, such as an investor for misrepresentation
  • To employees for discrimination under the Equality Act 2010
  • Under legislation that imposes personal liability on directors, such as health and safety legislation, environmental legislation, the Bribery Act 2010, the Corporate Manslaughter and Corporate Homicide Act 2007, and the Financial Services and Markets Act 2000
  • For costs incurred in the defence of civil, criminal or regulatory proceedings

Contact London Registrars for all-encompassing governance and compliance expertise

Are you on the lookout for a company that you can trust to bring your own firm the benefit of the best legal and business advice and corporate governance, risk and compliance solutions – ranging from directors’ service addresses to minute book maintenance?

If so, we would be delighted to have a more in-depth conversation with you about how we can help. Simply get in touch with us now, via email or phone, to learn more about our specialised services.

December 2021

How can workers build up and tap into their mental resilience?

With the first five days of November marking International Stress Awareness Week, now is as good a time as any to ask ourselves how well we are managing our mental health in the workplace.

Psychological wellbeing has always been crucial for helping workers to get the best out of their careers – but also remains a subject of great concern to many of us. This much is borne out by Mental Health Foundation research that has found a quarter of workers are affected at mental health issues at some point.

However, despite mental wellbeing having become an increasingly common buzzword – in and away from the workplace – significant numbers of us are still unaware of exactly what mental resilience is, and how we can harness it.

Explaining what mental resilience is – and what it isn’t

As workplace health expert Dr Wolfgang Seidl was recently quoted as saying in the Evening Standard: “Resilience is the ability to adapt and bounce back from difficult events, challenges, disappointments or adversity. It’s not about being strong or having a ‘stiff upper lip’.

“Your resilience level isn’t set in stone. It’s dynamic, and you can increase it.”

Employers have an important role to play in encouraging resilience among their staff

While, in the words of freelance Happiness Officer Danielle Woods, “the emotions we feel are ultimately a choice,” she added that the task of building resilience was not solely down to the individual, with employers also needing to take responsibility for the environment they create.

It is crucial, then, that organisations do not simply blame struggling employees for not doing enough to make themselves resilient, if there are aspects of the workplace that could be adjusted to help build resilience.

Research has indicated that less than half of employees would feel able to communicate to their line manager about suffering from stress – which underlines that there is still a very real sense of victim-blaming in some organisations.

So, how can you help boost resilience – in yourself and your employees?

Dr Seidl encourages a focus on the four Cs:

  • Commitment, including individuals setting goals and staying dedicated to them, as well as employers setting out specific and inspiring company values, and making them a reality
  • Control, so that staff feel trusted to manage their own workflow, instead of being micromanaged or remote-controlled
  • Challenge, or specifically, approaching challenges as opportunities. Employers and staff alike should aim to adopt flexible mindsets, with an openness to new approaches, instead of simply being of the view that “this is the way we have always done it”
  • Community. A sense of community has become harder to maintain for some firms, amid the strains of the last few years and the greater prevalence of remote working. However, it is still possible to cultivate “watercooler” moments even in today’s increasingly digital workplace, which in turn, can help ensure employees feel supported as part of a well-functioning and likeminded team.

We can provide your firm with invaluable specialised assistance

As corporate governance and compliance professionals here at London Registrars, we are well-placed to help your business manage the many challenges that may be posed to its back-office processes at this time of recovery for many UK firms.

For a more detailed conversation about solutions of ours ranging from registered office addresses and directors’ service addresses to the preparation and submission of your annual Confirmation Statement and register of shareholders maintenance, please feel free to contact us on 020 7608 0011.

November 2021

Is now the time to return to “working from home”?

With the UK Government having encouraged people in England to return to the office since July, many observers have been wondering whether this advice could change in the event of a surge in COVID-19 cases over the winter.

Across the rest of the UK, staff are still being encouraged to work from home where possible. So, amid worries about the current coronavirus case numbers, could now be the right moment for England to follow suit?

What is the present advice in England, and what changes could happen?

Since the easing of most restrictions on social contact in England on 19 July, people have not been asked by the Government to work from home. Furthermore, in his recent Conservative Party conference speech, Prime Minister Boris Johnson suggested that coming back to the office was key to making workforces more productive.

However, while workers are no longer subject to social distancing limits, businesses are still legally obliged to manage the risks that staff and customers face. They are required to comply with the UK Government’s official guidance on safe working practices during the pandemic, and to undertake COVID risk assessments. Some businesses are also keeping in place longstanding measures for managing the risks, such as one-way systems and enhanced cleaning routines.

Firms across England are also still widely carrying out regular lateral flow testing. More in-depth advice is available for particular industries, such as hospitality, manufacturing and construction.

However, the Government has also prepared an Autumn and Winter Plan for dealing with COVID-19 over the coming months. Contained within this are two proposals: Plan A and Plan B, with the first of these focused on the vaccine rollout, including booster jabs for the over 50s, health workers and the most vulnerable, as well as single jabs for children aged between 12 and 15. Those who have not yet been vaccinated are also still being encouraged to come forward.

In the event of the NHS being put under unacceptable strain, however, Plan B – or elements of it – could be put into motion. This may include advice that staff go back to working from home for a “limited period”.

How effective is home working in minimising the spread of COVID-19?

The Government’s Scientific Advisory Group for Emergencies (Sage) has stated that working from home is one of the most effective ways to reduce social contacts, and has a “strong impact” against transmission of the virus.

By working remotely, employees can greatly decrease the level of face-to-face contact they have with colleagues and other people they may encounter during the typical working day, such as fellow commuters on public transport.

Sir Patrick Vallance, the Government’s Chief Scientific Adviser, has said that the reintroduction of restrictions may be needed if there is a steep increase in COVID-19 cases.

Can I request the right to continue working from home?

While employees are entitled to ask their employer to be permitted to work from home, employers are not required to agree to such a request, even for workers who have operated from home throughout the pandemic.

However, the Chartered Institute for Professional Development (CIPD), which represents HR professionals, anticipates that in future, staff will be given far greater freedom and flexibility with regard to how, when and where they work.

The professional association has stated that “it should be down to individual organisations, consulting with their people, to agree working arrangements.”

A consultation has been launched by the Government on making flexible working the default option for all personnel from their first day in a job. Staff presently face a six-month wait before they have the right to ask for a flexible working arrangement. The Government will also look into the present process, and consider whether employers wishing to turn down a flexible working request should be required to propose alternatives.

We can help guide your organisation through the ups and downs of the winter

Whatever challenges your business looks likely to face during the colder and darker months of the year – including in relation to the coronavirus – London Registrars stands ready and waiting to assist with specialised and informed corporate governance, risk and compliance services.

To learn more about how our company secretarial subscriptions and related solutions can help relieve your business of significant burdens this autumn and winter, please do not hesitate to contact our professionals by phone or email.

October 2021

Service of documents between the UK and the EU after Brexit

So crowded has the general news agenda been in relation to other issues since the beginning of 2021, that it might seem hard to believe the UK really has been experiencing the implications of Brexit ‘proper’ for less than a year.

With the Brexit transition period having come to a close at the end of 2020, this has made a significant difference to the wide range of procedural rules to be followed by litigators and those drafting commercial contracts.

Just one of these key areas relates to the receipt and service of documents and the appointment of a UK process agent on the conclusion of any contracts based on UK jurisdiction, where one of the parties is based overseas so that the UK process agent can receive such documents on behalf of the party based in another territory.

Service of documents prior to Brexit

During its time as an EU member state, the UK was subject to the EC Regulation 1393/2007 on the service in EU countries of judicial and extrajudicial documents in civil or commercial matters. Also known as the Service Regulation, this regulation sought to put in place a standardised and efficient procedure for the service of documents between parties in different EU member states.

The regulation works as follows: each member state designates transmitting and receiving agencies, with the transmitting agency in one country sending the documents to the receiving agency in another state, and the receiving agency then being responsible for service. Member states are also allowed to use registered post to serve directly on a party in another member state.

How has the situation now changed in the UK?

With the aforementioned Service Regulation no longer applying to the UK since January 2021, this country has instead become subject to the Hague Convention of 15 November 1965 on the service abroad of judicial and extrajudicial documents in civil and commercial matters.

This instrument was already applicable to the service of documents between the UK and Denmark and the countries making up the European Free Trade Association (EFTA) – except Lichtenstein – as well as between the UK and the United States and various other countries.

Fortunately, all 27 member states of the EU are signatories to this convention. It therefore won’t be necessary to consider whether an instrument other than the convention applies, regardless of the specific EU member state that one is dealing with.

On the negative side, however, all 27 EU member states have also made reservations and declarations about the convention. This makes it necessary to take a closer look at the rules in place in the relevant country.

In practice, there might not be a great difference to the means of service under the Hague Convention, compared to the arrangements that previously applied. There is a need for contracting states to designate a central authority, to which requests for service can be addressed. This authority is then responsible for arranging for service, in line with its country’s national laws. The Hague Convention also allows for service by mail, although this isn’t permitted by some contracting countries.

What are the real-world implications of this change?

The biggest difference under the new arrangements is likely to be how much time it takes for documents to be served. While it was expected under the Service Regulation that receiving agencies would serve documents with a month of receipt, there isn’t any similar provision in the Hague Convention. This raises the prospect that in some instances there could be delays of several months.

A good practical step, then, if your organisation is entering a new contract with an EU-based counterparty, would be to include a  process agent clause in the contract, setting out who has authority to accept service on behalf of the counterparty. This could be a UK process agent which in turn could greatly help minimise time and cost, in the event that proceedings later need to be issued.

Distinguishing between a process server and a process agent

A process server is instructed by one party in a contract to serve documents onto the counterparty, and the appointment of a process server is made at the time there is a need for such action.  The process agent (also known as an agent for service), on the other hand,  will not serve any documents on any other party. For instance, here at London Registrars, the first part of our function as process agent is the opposite: to have documents served on us, on behalf of our various appointor clients based outside of the UK, with whom we previously entered into a process agency contract.

In other words, we are effectively serving as such a client’s UK office in order to receive service of documents which, once they have been served on us, we will simply forward to our client to complete the second part of our function as their UK process agent.

For us to accept service of any documents, there must be a current process agency agreement in place between ourselves and the appointor. Any other documents outside such an arrangement would have no relevance to us or our function as a process agent.

Would you like to learn more about our cost-effective process agent service if you are an overseas firm dealing with UK-based suppliers or tenders? If so, please do not hesitate to reach out to the London Registrars team for further advice, guidance and information.

October 2021

What is the current regulatory state of play for the circular economy in the UK and the EU?

In a recent blog post here at London Registrars, we took a closer look at the increasing pertinence of the circular economy and the associated importance for all manner of organisations of adopting and embracing circular models.

What we did not specifically address in that blog post, however, was the emerging regulation on this issue in both the UK and the European Union (EU).

Environmental regulations that are relevant to companies’ aspirations towards circularity are becoming broader based and more prominent, and it is crucial for affected businesses to keep up to date with the latest changes.

The regulatory and legal picture that today’s firms must be aware of

One important aspect to consider for businesses looking to adopt circular models is the competition implications potentially arising from certain initiatives and collaborations. Even if the intention is to promote sustainability, any agreements that restrict competition, or practices that represent an abuse of a dominant position, could be scrutinised from a competition perspective.

With regard to the present situation in the EU, the European Green Deal outlines the bloc’s strategy to transform its economy while achieving net-zero carbon emissions.

The EU’s first circular economic strategy, launched in 2015, saw the introduction of four waste directives. In March 2020, the EU introduced its new circular economy action plan, which is a key part of the Green Deal package. Various measures are planned, including renewed action on waste as well as a consumer right to repair. It is thought that further initiatives will be announced in such sectors as plastics, packaging and textiles.

As for the UK, the Government and the devolved administrations released a joint policy statement in July 2020 reiterating that the UK was committed to making a circular economy a reality. Existing EU environmental legislation was retained into UK law when the Brexit transition period concluded, but the UK is not obliged to implement further EU circular economy legislative measures brought in since 1 January 2021.

At the time of writing, the Environment Bill – with measures including the extension of producer responsibility schemes – was making its way through Parliament, reaching the stage of a third reading in the House of Lords.

Our corporate governance expertise can help guide your firm through the new era

With much focus turning to the concrete means by which a truly circular economy can be achieved across the UK and the EU, your organisation is also likely to appreciate expert and informed assistance on all manner of aspects of its corporate governance, risk management and compliance.

Our knowhow in the best company secretarial practice for PLCs and other organisations leaves us well-placed to serve these needs that your firm may have. Enquire to our team today, and we will be pleased to outline how we could assist you in 2021 and beyond.

September 2021

The transition to a circular economy – and what businesses need to know

It is nothing new for organisations, consumers and governments to take a keen interest in global sustainability. However, many of us might not be aware of precisely what these institutions and individuals are doing to help usher in the new era of the circular economy.

More and more, customers are exerting pressure on companies to embrace circular models. Unsurprisingly then, recent years have also seen shareholders place greater emphasis on the measures their companies are adopting in relation to social and environmental issues.

How can a business move towards circularity?

If private-sector businesses are to be successful in achieving circularity, it is crucial for them to be aware of the business models that would be most helpful in this regard.

The Organisation for Economic Co-operation and Development (OECD) has outlined five such business models for firms seeking to transition to a more resource-efficient and circular economy:

  • circular supply models
  • resource recovery models
  • product life extension models
  • sharing models
  • product service system models

Some high profile organisations have already embedded one or more of these models into their all-round business processes.

Specific steps that businesses may look to take on their journey to circularity include investment in innovation and research & development, as well as increasing collaborations, incentivising innovation by employees, and the termination of existing contracts, so that they can be replaced with alternative arrangements. Many firms are also engaging circularity specialists to aid them in undertaking this important transition.

What are the consequences and risks of circular business models?

The adoption of circular business models is not without its risks. In collaborative situations, for instance, it is vital for all parties involved to be clear about who will own, or have the right to use, the data, intellectual property and know-how arising from the relevant products or processes.

A similarly pressing priority is for due diligence to be undertaken in supply chains to discern whether there are any links in the value chain that are not circular.

In addition, businesses must be cautious about any ‘green’ claims they may make in their marketing materials. Any such claims turning out to be false present the risk of consumers initiating actions in relation to misrepresentation, or actions based on their consumer rights.

With moves being made across the UK, the European Union (EU) and the world towards a more circular economy, it is not a matter that many businesses around Europe and beyond will be able to ignore in the months and years to come.

Allow London Registrars to be your dependable company secretarial partners

For solutions ranging from registered office addresses and directors’ service addresses to the maintenance of the statutory registers and the preparation and submission of the annual Confirmation Statements, London Registrars can offer company secretarial packages to suit.

You can learn more about how we can assist your own organisation in the fulfilment of its corporate governance and compliance objectives by enquiring to us today by phone or email.

September 2021

The major risks and opportunities facing boardrooms in the summer of 2021

As we begin to see reasons for hope concerning the longer-term trajectory of the coronavirus pandemic, boardrooms are also having to grapple with a multitude of business risks that they must navigate, often rapidly changing and of great complexity.

Here are some of the greatest of those risks – but also opportunities – that boards and management are required to be mindful of in mid-2021.

Continuity of trading

Crisis management, dealing with often unpredictable disruption, and business continuity have always been essential elements of risk management. However, the severity of the challenge that these factors pose has increased dramatically over the past 18 months due to the coronavirus pandemic, quickly becoming the main subject of discussion in boardrooms.

The pandemic has caused many ups and downs, with multiple country-wide lockdowns, ever-changing government restrictions, and considerable uncertainty. This has led to many businesses suffering sometimes extreme downturns, including – in some cases – having to close their doors for trading for good.

Even for those firms that have emerged in some degree of health from the pandemic so far, the return to the office has often been a testing process. Risk assessments need to be regularly undertaken, rules complied with, and the workplace made safe for employees at all times.

Employee wellbeing

Maintaining employee wellbeing should be one of the top considerations for any boardroom, becoming increasingly important due to the effects of the COVID-19 crisis. Multiple country-wide lockdowns have helped bring mental health discussions to the forefront, as large numbers of employees have had to deal with at least some degree of insecurity, uncertainty, and isolation.

With employees and fairness in the workplace having become key areas of focus for investors and in the regulations, it is clear that helping to ensure a high degree of employee wellbeing could be integral to also delivering strong productivity, output and results in the months ahead.

Office model

Since the onset of the pandemic, companies that have embraced remote working and focussed on employee wellbeing have often produced surprisingly positive results. However, it is fair to say that this remote working strategy was the direct result of a global crisis – a necessity – and therefore questions remain as to whether remote working after the worst of the crisis has passed could deliver different outcomes.

Therefore, businesses must choose an office model and operating strategy that aligns with the company’s longer-term objectives to produce the best results. Office-based models might be better for brands that strongly believe in an in-person office culture, whereas remote models may be preferable for firms that prioritise flexibility and independent working.

It might be that you desire the best of both worlds for your business, in which case, you may be drawn to a hybrid office model. This allows employees to work from home, the office, or a mix of the two depending on their personal circumstances and job role.

A hybrid model could enable businesses to take advantage of the monetary savings associated with remote working, plus the flexibility for employees to choose their preferred working style, while also allowing for processes and innovations that work most effectively in person. In light of this, a re-configuration of the layout of the office might be required, offering more collaborative areas as opposed to individual desks.

Continue to adapt with the help of London Registrars

Your business doesn’t need to struggle alone to overcome the challenges mentioned above that have arisen from the pandemic.

London Registrars can help your business to continue satisfying its legal, governance and compliance obligations through what remains of the COVID-19 crisis, encompassing such key services and solutions as the preparation and submission of the annual Confirmation Statement, minute book maintenance, and register of shareholders maintenance.

For more information about how we can advise and assist businesses like yours, please don’t hesitate to enquire to the London Registrars team today.

August 2021

Why we advise against the use of cheques as payment for our services?

One of the recent debates among ourselves here at London Registrars concerned the tendency of some firms solicitors to still send us cheques in payment of invoices. While these cheques are usually for less than £200, we advise against clients of our services depending on us always accepting cheques as payment.

The reasons for this are several: Firstly, our nearest bank branch has been closed since before the lockdown, and the next branch – over half an hour away in the City – has not reopened yet following the easing of restrictions. To bank a cheque is a costly exercise for us  as it takes one of our employees the best part of an hour-and-a-half to bank a cheque.

There is also, however, the very little-known issue of the law surrounding cheques – as detailed below.

Cheques are not legal tender

To understand our policy against the use of cheques as payment where at all possible, it is instructive to look back at how they have always been defined.

Ever since cheques were first introduced, they have not been a promise to pay by the bank, but instead a request to the bank that it pays a certain amount to a third party, out of the funds the customer deposits. The Bills of Exchange Act 1882, for instance, defines a cheque as a written order from an account holder, instructing that their bank pays – on demand – a specified sum of money to one or more named beneficiaries.

As a consequence, a bank will only honour a cheque if the account holder has enough funds to meet it, or if it can be covered by a line of credit such as an agreed overdraft.

At no point in their history have cheques ever been legal tender. This means that if you owe money to someone, they are not obliged to accept a cheque. A creditor has the right to be paid in legal tender, and can refuse any other form of payment.

Contact the London Registrars team about our governance and compliance support

With our company secretarial solutions encompassing such services as directors’ service addresses, the preparation and submission of the annual Confirmation Statement, and register of shareholders maintenance, we are pleased to cater to a wide range of requirements in relation to corporate governance, risk and compliance.

Please enquire to us today for further information about any of our areas of know-how and experience, either by phone or email to [email protected]

August 2021

The Government advice on safe working applicable from 19 July 2021

With England now having moved to stage four of the UK Government’s “roadmap” out of the longstanding coronavirus restrictions, updated guidance on working safely has been set out.

In news that will naturally be of interest to organisations benefitting from various London Registrars services such as statutory records and Company Secretarial Support, the Government has re-categorised its guidance into six separate sector-specific guides.

These guides, in turn, address the main activities, with separate guidelines having been published for niche activities. Such workplaces as offices, factories and labs have now been grouped together.

The Government has said that it expects and recommends a gradual return to workplaces during the summer. It has urged employers to talk about the return to the workplace with workers and trade unions, so that working arrangements can be made that satisfy the requirements of both individuals and businesses.

In addition, employers have been encouraged to liaise on matters of health and safety with any other firms with which may share a workspace.

What six priority actions are businesses urged to take?

Detailed in the modified Government guidance are six priority actions businesses have been told they should be taking from 19 July 2021. These measures are all expected in order to help protect workers and customers alike, and include the following:

  • Health and safety assessments
  • Providing adequate ventilation
  • Regular cleaning
  • Turning away anyone with symptoms of COVID-19
  • Allowing people to check in to premises
  • Communicating and providing training on the safety measures presently in place

How can businesses ensure they meet their obligations?

Organisations have been told that they should be implementing measures to help minimise contact between workers, such as the use of fixed teams or “cohorting” so that an employee only works with a few others, as well as putting in place screens or barriers where people do find themselves in close proximity.

It has also been suggested that employers should consider back-to-back and side-to-side working, instead of face-to-face. Also, where possible, workstations should be assigned to individuals. Where there is a need for continued hot-desking arrangements, employers are expected to make sure these areas are adequately cleaned.

The continued wearing of face coverings by workers and customers is also still encouraged in crowded or enclosed spaces. Employers should support workers who favour wearing a face covering, while being mindful of those with disabilities before demanding that they are worn. Employers have been advised against the precautionary use of PPE unless non-COVID risks make it necessary, or unless they are responding to a suspected or confirmed case of the virus.

What relation does the guidance have to existing employment and health and safety law?

The above guidance does not supersede the existing legal obligations imposed on employers with regard to health and safety, employment, and equalities duties in relation to employees, workers and customers. It is, instead, non-statutory guidance that employers are expected to take into account in the process of meeting existing obligations.

Employers have been urged to give particular consideration to higher-risk workers and those facing difficulties with their physical and mental health. Employers can support such them by discussing their individual needs and taking any further precautions that their clinicians advise.

With our wide-ranging know-how and experience in all manners of back-office compliance and governance, and services ranging from business formations and dissolutions to board support and taking companies to listing on the various exchanges, London Registrars can help put your organisation on the path to success in 2021 – and beyond. Contact us now for more information.

July 2021

 

What has the impact of Brexit been so far on UK financial services?

As a provider of company secretarial services and expertise here at London Registrars, we naturally take a great interest in the ongoing effects the UK’s departure from the European Union is exerting on the City of London.

One development that caught our eye in this regard was the release of a report by think tank New Financial in April, detailing how Brexit has so far reshaped the financial services sector across the UK and Europe.

There’s no question that the report – which draws upon a combination of regulatory registers, media reports and other research reports, as well as information from development agencies and government bodies – will be a sobering read for many in the UK.

How ‘Brexit has meant Brexit’ for financial services firms across the continent

Circular arguments about Brexit and its potential and likely consequences – both positive and negative – have unquestionably dominated much of political conversation since the 2016 referendum that returned a vote in favour of the UK leaving the EU.

Now, however – more than six months on from the end of the transition period – the financial services industry in both the City of London and wider Europe is beginning to see some of the more concrete outcomes of the UK’s departure from the bloc.

Those include – according to the New Financial report – more than 440 firms in the UK banking and finance industry having responded to Brexit by relocating part of their business, moving some personnel, or setting up new entities in the EU.

According to the think tank, banks are moving or have moved over £900 billion in assets from the UK to the EU, while insurance firms and asset managers have transferred assets and funds amounting to more than £100 billion.

New Financial said that when it published its first report on the impact of Brexit in March 2019, it identified 269 firms that had relocated something. Fast-forwarding to April 2021, the social enterprise observed that it had since identified another 170 firms in the banking and finance sector that had moved something as a consequence of Brexit.

As for the other parts of the EU that have most benefitted in terms of attracting business from the UK post Brexit, Dublin topped the list, with 135 firms, accounting for 25% of all moves the think tank identified. The Irish capital was followed in the ranking by Paris with 102 firms, Luxembourg with 93, Frankfurt with 62, and Amsterdam on 48.

Where next for UK financial services in the aftermath of Brexit?

While the report largely reads gloomily from the perspective of the financial services sector in the UK, there were nonetheless some sources of solace in the findings.

New Financial said that even amid the moves from the UK to the EU it had observed so far, there was “no question” that London would remain Europe’s dominant financial centre “for the foreseeable future.”

The think tank said that “firms are keen to keep as much of their business in London as possible and even the biggest relocations represent a maximum of 10% (so far) of the headcount at individual firms.” The organisation also noted that the movements were not entirely one-way traffic, estimating that “around 300 to 500 mainly smaller firms may open an office in the UK”.

The think tank added, however, that “the shift in business, assets and legal entities will gradually chip away at the UK’s influence in the banking and finance industry in Europe and around the world, as a greater proportion of business is authorised by and conducted in the EU.”

Looking forward, the organisation also observed: “The ‘good’ news is that the extent of this relocation activity means that most firms in the UK that need continued access to clients and markets in the EU now have it.

“With that access in hand, this is perhaps an opportunity to draw a line in the sand, treat Brexit as a sunk cost, and move beyond the debate of the past few years of how closely the UK should remain aligned to the EU in exchange for more access to EU markets.”

As the think tank regarded such access as “unlikely to be forthcoming”, it suggested that “it is perhaps better for the industry to take the damage from Brexit on the chin and focus instead on recalibrating the framework in the UK so that it is more tailored to the unique nature of the UK financial services industry.”

Prepare your business for success in the 2020s with our help

Brexit may mean many different things to many different people, but some things don’t change for UK firms. One of those is the key impact the right company secretarial suport can have on the fulfilment of their compliance, productivity and growth objectives.

Enquire to the London Registrars team today, and we will be pleased to have a more in-depth conversation with you about the possibilities for how we could work together.

July 2021