The key areas for discussion are as follows:

Registry of beneficial ownership. BIS is proposing a new central registry of the beneficial owners of all UK-incorporated companies. This would be maintained by Companies House but the company would be required to provide the information.

A beneficial owner would be defined as an individual (or connected persons) with an interest in over 25% of the shares or voting rights of a company (on an aggregated basis), or someone who otherwise exercises management control regardless of shareholding; this aligns with the definition in the proposed Fourth Money Laundering Directive and the current Money Laundering Regulations 2007 (SI 2007/2157).

BIS's provisional view is that certain companies (such as those whose securities are traded on the Main Market of the London Stock Exchange) should be exempt from the requirement to file information at the registry, but is considering whether the requirement should also capture limited liability partnerships and other vehicles.

BIS is asking whether the registry information should be made public in one of the following ways: restrict the information to certain law enforcement and tax authorities; make it accessible to regulated entities; or allow it to be publicly available.

Identifying beneficial ownership. BIS intends to extend Part 22 of Companies Act 2006 (2006 Act) (Information about interests in shares) to all companies (instead of just public companies). Companies would be required to identify any beneficial owner or persons acting together who hold over 25% of the company's shares (or voting rights) or a block giving equivalent control of the company.

BIS is also proposing a regime under which beneficial owners have to notify the company that they are a beneficial owner.

Bearer shares. No more new bearer shares should be created, and there should be a set a time period in which existing bearer shares should be converted to ordinary registered shares.

Nominee and corporate directors. BIS acknowledges that there can be legitimate commercial uses for nominee and corporate directors, but considers that there is a strong case for banning them in certain situations.

The proposals are as follows:

Amended directors' duties for key sectors. The discussion paper considers whether directors' statutory duties under the 2006 Act should be amended for key sectors such as banking, and proposes that there should be a primary duty for directors of banks to promote financial stability over the interests of shareholders.

Disqualification of directors. The discussion paper considers whether, for all sectors, additional factors (such as the nature of creditors and the number of corporate failures the director has been involved in) should be taken into account by the court when deciding whether to disqualify a director (under the Company Directors Disqualification Act 1986) or when determining the disqualification period.

Compensation of creditors. Proposed options to help creditors receive compensation where a director has been fraudulent or reckless include: granting liquidators the statutory right to sell or assign fraudulent and wrongful trading actions to creditors or third parties; and giving administrators the right to bring civil claims for fraudulent or wrongful trading.

Time limit. BIS is seeking feedback on whether the time limit for disqualification proceedings in insolvency cases should be extended from two years to five years or more.

Extending overseas restrictions. BIS is proposing to prevent an individual who is disqualified, convicted of a criminal offence or restricted in connection with managing a company overseas from being a director (or otherwise involved in the promotion, formation or management) of a UK company.

For political reasons, the fact that some sort of register of beneficial ownership will be established is a given. The discussion paper is therefore about what beneficial ownership means and how the register will be effective, without placing unnecessary compliance burdens on companies. So the proposals to define beneficial ownership by reference to a 25% interest and to place clear limits on the obligation of companies to make enquiries are welcome. Of course, the regime will be effectively voluntary until replicated in many jurisdictions, so companies will not be able to avoid being transparent simply by their choice of jurisdiction of incorporation.

The prohibition on bearer shares seems sensible and will have little impact as bearer shares are rare in the UK.

The proposals relating to "increasing trust" are unlikely to have a material impact on the desire of individuals to become directors (although it could create a new market in pursuing wrongful trading claims and so will no doubt be watched by providers of directors' and officers' insurance), but the creation of sector-specific statutory duties governed by general company law would potentially add a different complexion to decisions that need to be made by complex organisations such as banks and will therefore need considered thought.

However, it is important to recognise that the consultation is at an early stage and the final outcome of the proposals remains to be seen.