Small Business, Enterprise and Employment Act 2015

1. Introduction

2. Background and Summary

   1. Part 1: Access to Finance

      1. Power to invalidate terms of contracts prohibiting etc. assignment of receivables and UK businesses: duty to publish report on payment practices

      2. Small and Medium Sized Business Credit Data

      3. Small and medium sized businesses: information to finance platforms

      4. VAT Data Sharing

      5. Disclosure of exporter information

      6. Power of the Secretary of State under section 1 of the Export and Investment Guarantees Act 1991 (EIGA) and Commitment limits

      7. Cheque Clearing

      8. Payment Systems Regulator

   2. Part 2: Regulatory Reform

      1. Streamlined Company Registration

      2. Review of business appeals procedure

      3. Business Impact Target

      4. Duty to Review Regulatory Provisions

      5. Definition of small and micro business

      6. Home businesses

      7. Competition and Markets Authority (CMA) recommendations

   3. Part 3: Public Sector Procurement

   4. Part 4: Pubs Code and Adjudicator

   5. Part 5: Childcare and Schools

   6. Part 6: Education Evaluation

   7. Part 7: Companies: Transparency

   8. Part 8: Company Filing Requirements

   9. Part 9: Directors’ Disqualification etc.

   10. Part 10: Insolvency

       1. Insolvency Red Tape Challenge

       2. Administration: sales to connected persons

       3. Regulation of the regulators

   11. Part 11: Employment

       1. Equal pay: Transparency

       2. Whistleblowing

       3. Employment Tribunals

       4. National Minimum Wage

       5. Exclusivity Terms in Zero Hours Contracts

       6. Public Sector Redundancy Payments

       7. Concessionary coal

3. Overview and Structure of the Act

4. Territorial Extent and Application

5. Commentary on Sections

   1. Part 1: ACCESS TO FINANCE

      1. Assignment of receivables

         1. Section 1: Power to invalidate certain restrictive terms of business contracts

         2. Section 2: Section 1(4)(a): meaning of ‘financial services’

      2. Business payment practices

         1. Section 3: Companies: duty to publish report on payment practices

      3. Financial information about businesses

         1. Section 4: Small and medium sized businesses: information to credit reference agencies

         2. Section 5: Small and medium sized businesses: information to finance platforms

         3. Section 6: Sections 4 and 5: supplementary

         4. Section 7: Sections 4 to 6: interpretation

         5. Section 8: Disclosure of VAT registration information

         6. Section 9: Offences for the purposes of Section 8

      4. Exports

         1. Section 10: Disclosure of exporter information

         2. Section 11: Power of the Secretary of State under section 1 of the EIGA 1991

         3. Section 12: EIGA 1991: further amendments

      5. Presentment of cheques etc

         1. Section 13: Electronic paying in of cheques etc.

      6. Payment systems

         1. Section 14: Powers of the Payment Systems Regulator

   2. Part 2: REGULATORY REFORM

      1. Streamlined company registration

         1. Section 15: Target for streamlined company registration

         2. Section 16: Streamlined company registration: duty to report on progress

      2. Review of business appeals procedures

         1. Section 17: Review of regulators’ complaints and appeals procedures

         2. Section 18: Power to specify regulatory functions

         3. Section 19: Guidance by the Secretary of State

      3. Report on investigations under financial regulators’ complaint scheme

         1. Section 20: Independent Complaints Commissioner: reporting duty

      4. Business impact target

         1. Section 21: Duty on Secretary of State to publish business impact target etc.

         2. Section 22: Sections 21 and 23 to 25: “qualifying regulatory provisions” etc.

         3. Section 23: Duty on Secretary of State to publish reports

         4. Section 24: Additional matters to be included in reports

         5. Section 25: Appointment of body to verify assessments and lists in reports

         6. Section 26: Amending the business impact target etc

         7. Section 27: Sections 21 to 25 etc: interpretation

      5. Secondary legislation: duty to review

         1. Section 28: Duty to review regulatory provisions in secondary legislation

         2. Section 29: Section 28(1) (b): interpretation

         3. Section 30: Section 28(2) (a): “provision for review”

         4. Section 31: Section 28(2) (b): appropriateness of making provision for review

         5. Section 32: Sections 28 to 31 etc: supplementary

      6. Definition of small and micro business

         1. Section 33: Definitions of small and micro business

         2. Section 34: Small and micro business regulations: further provision

      7. Home Businesses

         1. Section 35: Exclusion of home businesses from Part 2 of the Landlord and Tenant Act 1954

         2. Section 36:  Section 35: supplementary and consequential provision

      8. CMA recommendations

         1. Section 37: CMA to publish recommendations on proposals for Westminster legislation

      9. Liability of bodies concerned with accounting standards

         1. Section 38: Exemption from liability for bodies concerned with accounting standards etc.

   3. Part 3: PUBLIC SECTOR PROCUREMENT

      1. Section 39: Regulations about procurement

      2. Section 40: Investigation of procurement functions

   4. Part 4: THE PUBS CODE ADJUDICATOR AND THE PUBS CODE

      1. The Pubs Code Adjudicator

         1. Section 41: The Adjudicator

         2. Schedule 1: The Pubs Code Adjudicator

            1. Part 1The Pubs Code Adjudicator

               1. Status

                  1. Paragraph 1 – Legal status

                  2. Paragraphs 2 and 3 – Appointment of the Adjudicator to represent the Crown

               2. Deputy Adjudicator

                  1. Paragraphs 4 and 5– Appointment of a Deputy Adjudicator

               3. Terms of office etc

                  1. Paragraphs 6 and 7 – Period in office and how it may end

               4. Remuneration

                  1. Paragraph 8 – Remuneration decisions

               5. Staff

                  1. Paragraph 9 – Secondments

               6. Conflicts of interest

                  1. Paragraphs 10 and 11 – Arrangements for when the Adjudicator, Deputy Adjudicator or any of their staff have an interest that may conflict with their duties

               7. Validity of acts

                  1. Paragraph 12 – Appointment errors

               8. Application of seal and proof of documents

                  1. Paragraphs 13 and 14 – Use of the Adjudicator’s seal

               9. Accounts

                  1. Paragraph 15 – Financial reporting

               10. Incidental powers

                   1. Paragraph 16 – Aiding the work of the Adjudicator

               11. Assistance from the Secretary of State

                   1. Paragraph 17 – Help with resourcing

               12. Exemption from liability for damages

                   1. Paragraph 18 – Protection against most claims for damages

            2. Part 2: Information powers of the Pubs Code Adjudicator

               1. Paragraph 19 – Requirement to provide information

               2. Paragraphs 20 to 22 – Offences

            3. Part 3: Amendments of legislation

               1. Paragraphs 23 to 26 – Amendments of legislation

      2. The Pubs Code

         1. Section 42: The Pubs Code

         2. Section 43: Pubs code: market rent only option

         3. Section 44: Market rent only option: procedure

         4. Section 45: Market rent only option: disputes

         5. Section 46: Review of the Pubs Code

         6. Section 47: Inconsistency with Pubs Code etc

      3. Arbitration by Adjudicator

         1. Section 48: Referral for arbitration by tied pub tenants

         2. Section 49: Timing of referral for arbitration by tied pub tenants

         3. Section 50: Arbitration commenced by pub-owning businesses

         4. Section 51: Arbitration: supplementary

         5. Section 52: Information about arbitration

      4. Investigations by Adjudicator

         1. Section 53: Investigations

         2. Section 54: Investigation reports

         3. Section 55: Forms of enforcement

         4. Section 56: Recommendations

         5. Section 57: Requirements to publish information

         6. Section 58: Financial penalties

         7. Section 59: Recovery of investigation costs

      5. Advice and guidance by the Adjudicator

         1. Section 60: Advice

         2. Section 61: Guidance

      6. Adjudicator’s reporting requirements

         1. Section 62: Annual Report

      7. Funding of Adjudicator

         1. Section 63: Levy Funding

         2. Section 64: Loans by Secretary of State

      8. Supervision of Adjudicator

         1. Section 65: Review of Adjudicator and guidance from Secretary of State

         2. Section 66: Abolition of Adjudicator

         3. Section 67: Information to Secretary of State

      9. Supplementary

         1. Section 68: Tied Pub

         2. Section 69: “Pub-owning business”

         3. Section 70: “Tied pub tenant”, “landlord”, “tenancy” and “licence”

         4. Section 71: Power to grant exemptions from the Pubs Code

         5. Section 72: Interpretation: other provision

      10. Regulations under this Part

          1. Section 73: Regulations under this Part

   5. Part 5: CHILDCARE AND SCHOOLS

      1. Section 74: Funding for free of charge early years provision

      2. Section 75: Exemption from requirement to register as early years provider

      3. Section 76: Childminding other than on domestic premises

      4. Section 77 (and Schedule 2): Registration of childcare: premises

   6. Part 6: Education Evaluation

      1. Section 78: Assessments of effectiveness

      2. Section 79: Qualifications

      3. Section 80: Destinations

   7. Part 7: COMPANIES: TRANSPARENCY

      1. Register of people with significant control

         1. Section 81: Register of people with significant control

         2. Schedule 3: Register of people with significant control

            1. Part 1: Duty to obtain information and keep register

               1. Part 21A: Information about people with significant control

                  1. Chapter 1: Introduction

                     1. 790A: Overview

                     2. 790B: Companies to which this Part applies

                     3. 790C: Key terms

                  2. Chapter 2: Information-gathering

                     1. Duty on companies

                        1. 790D: Company’s duty to investigate and obtain information

                        2. 790E: Company’s duty to keep information up-to-date

                        3. 790F: Failure by company to comply with information duties

                     2. Duty on others

                        1. 790G: Duty to supply information

                        2. 790H: Duty to update information

                     3. Compliance

                        1. 790I: Enforcement of disclosure requirements

                     4. Exemption from information and registration requirements

                        1. 790J: Power to make exemptions

                     5. Required particulars

                        1. Section 790K: Required particulars

                        2. Section 790L: Required particulars: power to amend

                  3. Chapter 3: Register of people with significant control

                     1. Section 790M: Duty to keep register

                     2. Sections 790N to 790V

                     3. Section 790N: Register to be kept available for inspection

                     4. Section 790O: Rights to inspect and require copies

                     5. Section 790P: PSC Register: response to request for information or copy

                     6. Section 790Q: PSC register: refusal of inspection or default in providing copy

                     7. Section 790R: PSC register: offences in connection with request for or disclosure of information

                     8. Section 790S: Information as to state of register

                     9. Section 790T: Protected information

                     10. Section 790U: Removal of entries from the register

                     11. Section 790V: Power of court to rectify register

                  4. Chapter 4: Alternative method of record keeping

                     1. Section 790W: Introductory

                     2. Section 790X: Right to make an election

                     3. Section 790Y: Effective date of election

                     4. Section 790Z: Effect of election on obligations under Chapter 3

                     5. Section 790ZA: Duty to notify registrar of changes

                     6. Section 790ZB: Information as to state of central register

                     7. Section 790ZC: Power of court to order company to remedy default or delay

                     8. Section 790ZD: Withdrawing the election

                     9. Section 790ZE: Power to extend option to public companies

                  5. Chapter 5: Protection from disclosure

                     1. Section 790ZF: Protection of information as to usual residential address

                     2. Section 790ZG: Power to make regulations protecting material

               2. Schedule 1A: References to people with significant control over a company

                  1. Part 1: The specified conditions

                     1. Ownership of shares

                     2. Ownership of voting rights

                     3. Ownership of right to appoint or remove directors

                     4. Significant influence or control

                     5. Trusts, partnerships etc.

                  2. Part 2: Holding an interest in a company etc

                  3. Part 3: Supplementary provision

                     1. Joint interests

                     2. Joint arrangements

                     3. Calculating shareholdings

                     4. Voting rights

                     5. Rights to appoint or remove members of the board

                     6. Shares or rights held “indirectly”

                     7. Shares held by nominees

                     8. Rights treated as held by a person who controls their exercise

                     9. Rights exercisable only in certain circumstances etc.

                     10. Rights attached to shares by way of security

                     11. Limited partnerships

                  4. Part 3: Power to amend thresholds etc.

               3. Schedule 1B: Enforcement of disclosure requirements

                  1. Right to issue restrictions notice

                  2. Relevant interests

                  3. Effect of restrictions notice

                  4. Protection of third party rights

                  5. Breach of restrictions

                  6. Relaxation of restrictions

                  7. Orders for sale

                  8. Company’s power to withdraw restrictions notice

                  9. Supplementary provisions

                  10. Offences for failing to comply with notices

                  11. Offences for failing to provide information

            2. Part 2: Related amendments

         3. Section 82: Review of provisions about PSC registers

      2. Register of interests disclosed

         1. Section 83: Amendment of section 813 of the Companies Act 2006

      3. Abolition of share warrants to bearer

         1. Section 84: Abolition of share warrants to bearer

         2. Schedule 4: Abolition of share warrants to bearer

            1. Part 1: Arrangements for Cancellation and Conversion

            2. Part Two: Consequential Amendments

         3. Section 85: Amendment of company’s articles to reflect abolition of share warrants

         4. Section 86: Review of section 84

      4. Corporate Directors

         1. Section 87: Requirement for all company directors to be natural persons

         2. Section 88: Review of section 87

      5. Shadow directors

         1. Section 89: Application of directors’ general duties to shadow directors

         2. Section 90: Shadow directors: definition

         3. Section 91: Shadow directors: provision for Northern Ireland

   8. Part 8: COMPANY FILING REQUIREMENTS

      1. Annual return reform

         1. Section 92: Duty to deliver confirmation statement instead of annual return

         2. Section 93: Section 92: related amendments

      2. Additional information on the register

         1. Section 94: Option for companies to keep information on central register

         2. Schedule 5: Option to keep information on central register

            1. Part 1 – creation of the option

               1. Register of members

               2. Register of overseas members

               3. Register of directors and register of directors’ residential addresses

               4. Register of secretaries

            2. Part 2 – related amendments

         3. Section 95: Recording of optional information on register

      3. Directors’ dates of birth

         1. Section 96: Protection of information about a person’s date of birth

      4. Statements of capital etc

         1. Section 97: Contents of statements of capital

         2. Schedule 6: Contents of statements of capital

         3. Section 98: Public companies: information about aggregate amount paid up on shares

      5. Registered office disputes

         1. Section 99: Address of company registered office

      6. Director disputes

         1. Section 100: Company filing requirements: consent to act as director or secretary

         2. Section 101: Registrar’s duty to inform new directors of entry in register

         3. Section 102: Removal from register of material about directors

      7. Accelerated strike-off

         1. Section 103: Reduction in notice periods etc for striking off companies

   9. Part 9: DIRECTORS’ DISQUALIFICATION ETC.

      1. New grounds for disqualification

         1. Section 104: Convictions abroad

         2. Section 105: Persons instructing unfit director

      2. Determining unfitness

         1. Section 106: Determining unfitness and disqualifications: matters to be taken into account

         2. Section 107: Reports of office-holders on conduct of directors of insolvent companies

      3. Director disqualification: other amendments

         1. Section 108: Unfit directors of insolvent companies: extension of period for applying for disqualification order

         2. Section 109: Directors: removal of restriction on application for disqualification order

      4. Compensation awards

         1. Section 110: Compensation orders and undertakings

      5. Consequential amendments and corresponding provision for Northern Ireland

         1. Section 111: Sections 104 to 110: consequential and related amendments

         2. Section 112: Provision for Northern Ireland corresponding to Sections 104 to 111

      6. Bankruptcy: Scotland and Northern Ireland

         1. Section 113: Disqualification as director: bankruptcy, etc. in Scotland and Northern Ireland

         2. Section 114: Company Directors Disqualification (Northern Ireland) Order 2002: bankruptcy, etc. in England and Wales or Scotland

         3. Section 115: Disqualification as insolvency practitioner: bankruptcy, etc. in Scotland or Northern Ireland

         4. Section 116: Disqualification as insolvency practitioner in Northern Ireland: bankruptcy, etc. in England and Wales or Scotland

   10. Part 10: INSOLVENCY

       1. Office-holder actions

          1. Section 117: Power for administrator to bring claim for fraudulent or wrongful trading

          2. Section 118: Power for liquidator or administrator to assign causes of action

          3. Section 119: Application of proceeds of office-holder claims

       2. Removing requirements to seek sanction

          1. Section 120: Exercise of powers by liquidator: removal of need for sanction

          2. Section 121: Exercise of powers by trustee in bankruptcy: removal of need for sanction

       3. Position of creditors

          1. Section 122: Abolition of requirements to hold meetings: company insolvency and Section 123: Abolition of requirements to hold meetings: individual insolvency

          2. Section 124: Ability for creditors to opt not to receive certain notices: company insolvency and Section 125: Ability for creditors to opt not to receive certain notices: individual insolvency

          3. Section 126: Sections 122 to 125: further amendments

       4. Administration

          1. Section 127: Extension of administrator’s term of office

          2. Section 128: Administration: payments to unsecured creditors

          3. Section 129: Administration: sales to connected persons

          4. Section 130: Attachment of floating charges on administration (Scotland)

       5. Small debts

          1. Section 131: Creditors not required to prove small debts: company insolvency

          2. Section 132: Creditors not required to prove small debts: individual insolvency

       6. Trustees in bankruptcy

          1. Section 133: Trustees in bankruptcy

       7. Voluntary arrangements

          1. Section 134: Time limit for challenging IVAs

          2. Section 135: Abolition of fast-track voluntary arrangements

       8. Progress reports

          1. Section 136: Voluntary winding-up: progress reports

       9. Regulation of insolvency practitioners: amendments to existing regime

          1. Section 137: Recognised professional bodies: recognition

          2. Section 138: Regulatory objectives

          3. Section 139: Oversight of recognised professional bodies

          4. Section 140: Recognised professional bodies: revocation of recognition

          5. Section 141: Court sanction of insolvency practitioners in public interest cases

          6. Section 142: Power for Secretary of State to obtain information

          7. Section 143: Compliance orders

       10. Power to establish single regulator of insolvency practitioners

           1. Section 144: Power to establish single regulator of insolvency practitioners

           2. Section 145: Regulations under section 144: designation of existing body

           3. Section 146: Regulations under section 144: timing and supplementary

           4. Section 147: Equal Pay: Transparency

   11. Part 11: EMPLOYMENT

       1. Whistleblowing

          1. Section 148: Protected disclosures: reporting requirements

          2. Section 149Protection for applicants for employment etc. in the health service

       2. Employment Tribunals: Failure to pay sums

          1. Section 150: Financial Penalty for failure to pay sums ordered by employment tribunal etc

       3. Employment tribunals: Postponements

          1. Section 151: Employment tribunal procedure regulations: postponements

       4. National Minimum Wage

          1. Section 152: Amount of financial penalty for underpayment of national minimum wage

       5. Exclusivity in zero hours contracts

          1. Section 153: Exclusivity terms unenforceable in zero hours contracts

       6. Public sector exit payments

          1. Section 154: Regulations in connection with public sector exit payments and Section 155 Section 154(1): further provision

          2. Section 156: Power to make regulations to be exercisable by the Treasury or the Scottish Ministers

          3. Section 157: Power to Secretary of State to waive repayment requirement

          4. Section 158: Concessionary Coal

   12. Part 12: GENERAL

       1. Section 159: Consequential amendments, repeals and revocations; Section 160 Transitional, transitory or saving provision; Section 161: Supplementary provision about regulations; Section 162: Financial provisions; and Section 163: Extent

       2. Section 164: Commencement

6. Commencement Dates

7. Hansard References