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August 10, 10:00

An Update on the Economic Crime and Corporate Transparency Act

Speaker: Claire Thomson – Grant Thornton

In the single biggest change to the role of the UK Registrar of Companies since it was created in 1844, the Economic Crime and Corporate Transparency Bill 2022 seeks to make a number of modifications to company law with the aim of enhancing corporate transparency and reducing economic crime. To facilitate this, the Bill seeks to make further provisions about companies, limited partnerships, and other kinds of corporate entities, and around the registration of overseas entities.

The legislation, on receiving Royal Assent, will affect all those who interact with Companies House, whether individuals or entities. It will affect all directors, secretaries, and people with significant control of entities registered at Companies House, as well as the entities themselves, including companies, limited partnerships, limited liability partnerships and overseas entities. There will also be an impact on agents of such entities, such as those who provide company secretarial services. This session will focus on the provisions most likely to impact UK entities and associated individuals.

In this session Claire Thomson will cover the following topics:

• A summary of the main changes that the legislation is bringing in
• The implication of these changes for accountants and their clients
• How accountants can prepare for implementation
• Expected timelines for implementation.

By attending this session, accountants will be equipped to support their clients through the significant reforms that will impact UK companies and associated individuals.

The session will be targeted at those who provide financial reporting or company secretarial services to UK entities.

Course Level: Need to Know

August 10, 11:00

The Economic Crime (Transparency and Enforcement) Act 2022

Speaker: Edward Rands - ECR Professional Ltd

The Economic Crime (Transparency and Enforcement Act) 2022 became law on 14 March 2022, /having been “fast-tracked” by the UK Government following the Russian invasion of Ukraine. It contains a number of measures which may impact on the work of accountants and the circumstances of their clients, and this session examines the relevant impact.

Edward Rands will cover the following topics during this session:

• Sanctions: The widening of the range of persons upon whom it is possible for the Government to impose sanctions, including the designation of individuals by name or by group, and the availability of “standard” and “urgent” procedures for imposition;
• Penalties for breaches of sanctions: The introduction of a “strict liability” test for determining the applicability of penalties for sanctions breaches;
• Register of Overseas Entities: The new requirement for entities incorporated overseas owning property in the UK to identify their beneficial owners and place details on a public register;
• Extension of the Unexplained Wealth Order regime: The widening of the circumstances in which an Unexplained Wealth Order can be made, and the range of property to which orders can be applied; and
• Practical considerations for accountants: A look at the ways in which the changes might affect clients and the action which accountants need to take.

Delegates will gain an understanding of the nature of the changes brought about by the 2022 Act, the practical implications for them and their clients, and the action they need to take in response.

The session will be targeted at all those in professional roles in accountancy practices (including accountants, auditors and tax practitioners).

Course Level: Need to Know

August 10, 12:00

Private Company Share Transfer Articles - The Essentials for Accountants

Speaker: David Impey - Company Law Solicitor

Accountants advising private companies need to understand their clients’ share transfer articles – what they say, how to comply with them and how the courts will interpret them if there’s a disagreement. So, it’s important to know the underlying law; be able to assess the risk of legal disputes; understand the provisions appropriate in different client situations and the common pitfalls to look out for – in pre-emption rights and valuation provisions in particular - and the serious consequences if they get it wrong. This course covers all of these legal essentials, highlighting both opportunities, and areas of difficulty and risk.

Note that the course does not cover employee share schemes, or stamp duty and other tax issues.

David Impey will cover the following topics during this session:

• General principles and underlying case law, including how courts interpret transfer articles in disputes
• The default position – what the model form and Table A say, and the differences between them
• Other restrictions in detail – including directors’ discretions, pre-emption rights, free rights of transfer, bad leavers and drag- and tag-along rights and more
• Pitfalls to look out for in transfer articles - things it’s easy to miss
• Issues if a proposed transfer is refused
• Death or bankruptcy of a shareholder (‘transmission’)

By attending this session, you will learn when different transfer articles will suit your clients’ situations, be aware of common problems encountered and other pitfalls to look out for, and the possible solutions.

This session will be of particular interest to accountants, whether in private practice or in-house, advising private limited companies, and company directors and owners.

Course Level: Intermediate/Advanced, but most parts will also benefit Foundation

August 10, 13:30

AML Supervisory, Regulatory and Reporting Developments in 2023

Speaker: Elaine Jackson - OmniPro Practice Support

In this session we will be looking at the AML Supervisory, Regulatory and Reporting Developments that have occurred so far in 2023 and the impact of these developments on Accountants and their clients.

Elaine Jackson will cover the following topics during this session:

• The AML UK Reform Paper June 2023
• AML Monitoring / Supervision
• The Role of the MLRO
• Regulatory Updates 2023
• Reporting Obligations

Those attending this session will be made aware of the latest developments to AML and the AML areas currently in focus by governing bodies.

This session will be of particular interest to accountants, tax consultants and bookkeepers.

Course Level: Intermediate

August 10, 14:30

An Introduction to Director’s Duties and Insolvency

Speaker: Martyn Pullin - FRP Advisory

The session will provide an overview of a director’s statutory as regards the responsibility to the company, its shareholders and, where insolvent, its creditors and discuss the challenges this posses for a director where there is evidence of insolvency. With a regulatory focus on misuse of BBL and Covid support schemes, we are seeing an increase in director disqualifications. It is therefore important for accountants to spot those early warning signs of distress and point of insolvency when director’s duties change, and they enter into a heightened risk environment. Accountants will leave the session with a good understanding of director’s duties and importantly, when their client directors should seek legal advice and take proactive steps to mitigate potential personal liability. Above all, the session will aid client retention and ensure opportunities to mitigate risk, rescue a business are spotted.

Martyn Pullin will cover the following topics during this session:

• The various types of Directors
• Director’s common law and statutory duties
• Director’s duties under the Companies Act
• Director’s duties under the Insolvency Act 1986
• Consequences for breaching duties as a director of an insolvent company

By attending this session, you will be better prepared for client distress and the challenging position both the director and advisor finds themselves in when attempting to rescue a Company’s business, often continuing to trade beyond the point of technical insolvency.

The session is targeted at client facing senior accountants, principles and partners delivering frontline advice to their clients.

Course Level: Intermediate

August 10, 15:30

The Company Law Conference Round Table

The round table discussion is the last session of the day and features an open discussion about the day’s topics, including a Q&A with attendees with all the speakers of the day.