Saturday, 29 September 2012

Company Law notes

When is a dividend declared?

Ian Brealey CV

Ian Brealey BSc FCA
Social Scientist, Chartered Accountant and Company Director

I presently work in 6 business areas: day rate international special work/commercial consultancy, export sales, accountancy principal, author and journalism, quarrying and large scale property development.  

Private Client affairs and engagements are strictly confidential

Hurray! I have one of the top 5% most viewed @LinkedIn profiles

85 Commodore House (Mininvest Ltd)
Juniper Drive
Battersea London SW18 1TZ

Edwards Centre (Brealey Foster)
The Horsefair
Hinckley, Leicestershire LE100AN
Diary secretary Maxine T:01455 612000

The Old Factory (Shirley Price)
8 Hawley Road
Hinckley, Leicestershire LE100PR
Diary secretary Rosie T: 01455 615466

                                                Text and voicemail 07747867899


Peter Ian Brealey
Experienced Finance Director and Interim manager

United Kingdom
01455 612000 Work
07747867899 Mobile (accountancy) (export sales) (author/journalism) (property development)
Has the right to work in the EU - Yes
I am a Warwick based experienced finance director and interim financial and general manager.

  I hold a first class degree from the London School of Economics and qualified as an FCA with KPMG London.

 I have a demonstrable track record  the qualities required of a Consultant/Director and interim manager - Vision, Integrity, Intelligence and Energy.  

I have successfully worked with all stakeholders in documenting, planning and achieving results. Appointed one of the UK's youngest plc finance directors. I have completed a number of successful interim projects.  I am responsible for the management and accounts of Mininvest plc in which I have 50% equity since 1996. 

Other directorships are held and I am a practicing chartered accountant. Experience in primary, secondary and tertiary business education and charity. 

Aged 54 and always ready for the next full or part time finance director or interim management challenge. Experience as FD, CEO and Chair. Psychosocial Researcher and Author of the Human Values Model - Maintaining Optimism in the Real World. Married 4 children. Golfer, Horseman. 

Costswise my Brealey Foster team and I charge on a time basis roughly £1200 for accountancy and tax for small limited companies and £900 for partnerships. My personal dayrate for assignments is £600 per day.
Employment History
Current career level      MD / CEO / chairperson
Supervising Senior
October 1980 – June 1985
London , United Kingdom
Appointed to Grade 1 and awarded a KPMG business card
Corporate Finance Executive
GIBA International
July 1985 – July 1986
London , United Kingdom
Institutional corporate finance and investment advisory
Corporate Finance Executive
Invest Ltd
July 1987 – July 1989
London , United Kingdom
Institutional corporate finance and investment advisory
Corporate Finance Executive
Hambros Bank
July 1986 – July 1987
London , United Kingdom
Institutional corporate finance and investment advisory
Group Finance Director
Albrighton plc
July 1989 – December 1992
Cannock , United Kingdom
Group finance director of £40m turnover plc operating in quarrying and building products.
Finance Director
Eurocrush plc
January 1993 – July 1996
Leicester , United Kingdom
Finance Director of 3i backed quarrying contractor.
Mininvest plc
July 1996 – Present
Hinckley , United Kingdom
Management of a mineral estate. Responsible for all aspects of management and accounts. I co-founded this plc which acquired 12 quarry proprties and farmland of 1000 acres from British Coal with backing from HSBC. Mininvest plc in 2012 sought approval for a mixed use millennium village at Brodsworth Quarry, Doncaster. In Dec 2005 Mininvest plc was granted planning permission for mixed use development of its 40 acre Midland Quarry, Nuneaton site.
Education History
Highest qualification      Other postgraduate
Rugby School
Dec 1971 – Jun 1976 ( 4 years 7 months )
At Rugby School I obtained 11 'O' levels, eight at 'A' grade. 3 'A' levels in Physics, Biology and Chemistry
Institute of Chartered Accountants in England and Wales Dec 1983 – Present
Professional Association
Awards & Achievements
May 2009
Conceived the civil engineering works, planned and led the planning process for a 40 acre development site in a deprived area. Dealt with professional consultants and stakeholders at all levels from EU, Government office to staff and local residents. Cited as a case study in excellence in a Town and Country Planning Association report - unlocking public housing supply.

Publications, Courses & Events
Human Values Model 2013
This year I have delivered with colleagues quarterly days training in a variety of settings from conferences to hospitals in the Human Values Model which I devised to assist in maintaining positive mood.
Event organisation/Speaking May 2012
I organised an international seminar held at Imperial College London on essential oil science, the Robert Tisserand weekend seminar.
Security Credentials
Nuclear Security
Cleared as supplier to Civil Nuclear.
Financial Accounting Advanced
Financial management Advanced
Management Advanced
Technology Advanced
People skills Advanced
International business Advanced
Speaking and event organisation Advanced
Personal Interests
My family, our four children.  Golf.  I like keeping fit and supporting charity walking events.  

Additional Business Interests
As principal I manage a personal accountancy practice, Brealey Foster & Co, Hinckley with a team of 4 employees. Office Manager Paul White

I assist my son George with export sales and management of  Shirley Price Aromatherapy ltd,
an organic plant essential oil handler and NVQ level training college with 8 employees
Office Manager Gill Docherty

Both businesses are located in Hinckley UK.

Personal Strengths (Gallup)

This is my most public past completed project
I purchased the land, arranged the finance, established the viability, obtained support at community local and national level,
committed £1m to initial works, obtained planning, obtained £2.6m in grantaid, brought in the developers. 
When the planning went in the scheme attracted just one objector and even he said what a good scheme it was!

Projects.  This year 2013-14 besides Brealey Foster and Shirley Price and various projects my main focus is a project to bring forward a millennium village in Doncaster called Brodsworth Quarry

Friday, 28 September 2012

Business Planning

Download the Brealey Foster miniguide

Exiting a business

Download the Brealey Foster miniguide

Inheritance tax

Download the Brealey Foster miniguide


Download the Brealey Foster miniguide

Personal planning

Download the Brealey Foster miniguide

Retirement planning

Download the Brealey Foster miniguide

Self Assessment

Download the Brealey Foster miniguide

Starting a business

Download the Brealey Foster miniguide

Tax and property

Download the Brealey Foster miniguide

Value Added tax

Download the Brealey Foster miniguide

Year end planning

Download the Brealey Foster miniguide

Personal Tax Returns

We offer a highly cost effective service for the filing of personal tax returns.  Based on the prior year return we send you a questionnaire and ask you to update us on new bank accounts and changes in circumstances.  This information is entered onto our IRIS Computorised system.  The system keeps a record of your tax information and allows a query or investigation of your tax affairs to be quickly and easily dealt with. 

If you have a business we provide a flexible accounts production service.  This varies from the 'brown box job' of a small trader who doesnt pay VAT and gives us bank statements and invoices, PAYE/NI or cashbook maintenance, to accounts prepared from the Sage or other computorised systems for larger traders, partnerships or companies.

Brealey Foster Factsheets and Miniguides


Business Motoring | Business Planning | Exiting a business | Inheritance tax |   PAYE/NICS | Personal planning | Retirement planning | Self Assessment |   Starting a businessTax and property | Value Added tax | Year end planning

Directors overdrawn loan accounts at year end

Equity issue using directors loan as consideration

Can I use a directors loan to subscribe for new shares in a private trading company?  Yes, and provided the company continues to trade for two years after the share issue any future loss is likely to be set against income.  This may be preferred if capital gains are not in prospect.

Transfer of a business to a limited company

Ian Brealey

Saturday, 15 September 2012

Company Secretarial Formalities

Companies House

Registering a new business for tax

A combined company register is either a softback, hardback or loose leaf folder containing the following statutory registers and company necessities:
  • Register of members
  • Register of transfers
  • Register of directors
  • Register of secretaries
  • Minutes
  • Share certificates
  • Register of applications and allotments
  • Register of directors’ interests
  • Register of debentures
  • Register of mortgages and charges
Why do I need a combined company register?
There are numerous laws surrounding the requirement of a company to keep these registers and details up to date and available for inspection by members of the company and the general public.
We recommend that every limited company should purchase a combined company register to ensure their company details are accurate and legally filed.

We offer a number of company registers
 Combined Register - Limited by Shares
£30.00 inclusive
Hardback Company Register for a company Limited by Shares (typical profit making company). Presented in a high quality loose leaf binder. Contains all required Registers plus Share Certifcates, Dividend Vouchers, Minutes, and more. 
Limited companies are legally required to maintain a register which contains specific information. This register is a high quality hard back loose leaf register which contains the following.
- Register of Share Applications and Allotments
- Register of Share Transfers
- Register of Mortgages
- Register of Debentures
- Register of Members
- Register of Directors and Secretaries
- Register of Directors Interests
- Blank sheets for recording Minutes
- Share Certificates
Combined Register - Limited by Guarantee
£35.00 inclusive
Hardback Company Register for a company Limited by Guarantee (not for profit). Presented in a high quality loose leaf binder. Contains all required Registers plus Membership Certifcates, Minutes and more. 
Limited companies are legally required to maintain a register which contains specific information. This register is a high quality hard back loose leaf register which contains the following.
- Register of Mortgages
- Register of Debentures
- Register of Directors and Secretaries
- Blank sheets for recording Minutes
- Membership Certificates
- Guidance on maintaining the register
- Alphabetised notes section for recording members
Combined Register - Limited Liability Partnership
£35.00 inclusive
Hardback Register for a Limited Liability Partnership. Presented in a high quality loose leaf binder. Contains all required Registers, Minutes and indexed for Certificate and Partnership Agreement 
Register for mainiting important information relating to your LLP. This register is a high quality hard back loose leaf register which contains the following.
- Register of Members
- Register of Mortgages
- Register of Debentures
- Blank sheets for recording Minutes
- Space for storing Certificate of Registration

Under UK Company Law there is no requirement for documents to be signed under seal. In fact there is no requirement in law for a company to have or use a seal at all. Any document formerly requiring the official seal of the company can be signed “as a deed” by two officers of the company, or where there is only a director and no company secretary, the director’s signature must be witnessed by an independent person.
However, a company may elect to use a seal if it prefers. Some companies prefer to do this so as to execute documents in a more formal manner. There may also be circumstances when a seal can be required, especially if conducting business overseas, or entering into contracts with overseas customers. It is possible that foreign lawyers or local regulations may require that a company execute documents under an official seal particularly on legal documents, contracts or lease agreements.
Many companies as a matter of choice still use a seal for executing documents in the UK such as formal contracts and lease agreements. Use of a seal helps to prevent any question of irregularity in the execution of a document as there is usually only one seal available to the signatories and it’s use is closely controlled by the directors or the company secretary.
The seal can be made by embossing paper, using red wafers for an additional look of formality.  Alternatively the seal can be made with a simple ink stamp.
If you require a company seal then contact us with details of
Company name (for the outside of the seal)
Company number (inside of the seal).
Options are
Hand held plier seal
£20 inclusive
Desktop Aluminium seal
£45 inclusive
Self inking stamp seal
£40 inclusive
Wafers (red or gold) Pack of 60
£15 inclusive

Accounts, audit and approval

Accounts are the personal responsibility of each director to ensure that they are prepared, circulated to the members and delivered to Companies House within the time allowed. Every limited company must submit accounts to Companies House even if it has not traded.
It is important that you should know the timescale for producing accounts.

This is the period covered by the accounts. For a new company, it starts on the date of incorporation, regardless of when the company actually starts doing business. For a company which has previously delivered accounts, it starts from the day after the period covered by the earlier accounts.
The financial year ends on the company's accounting reference date or, if the company wishes, on a date up to seven days either side of the accounting reference date.
A particular financial year can be less or more than 12 months, but it cannot be more than 18 months. 

Every company is given an accounting reference date, but can change it using form 225. This date will be the last day of the month in which the first anniversary of its incorporation occurs. For example, a company incorporated on 14 June would have accounting reference date of 30 June (Different rules apply where the company was incorporated before 1 April 1990. In this case, the accounting reference date will be 31 March unless the company has chosen another date).

The accounts and reports prepared or the members of the company must include
  • a director's report
  • a profit and loss account (or an income and expenditure account if the company is not trading for profit)
  • a balance sheet
A Company which qualifies as medium sized may include less detail in the profit and loss account sent to Companies House. Similarly, a small company's accounts may comprise simply an abbreviated balance sheet. These exemptions do not apply to the accounts prepared for the members.

Where a company is part of a group, the parent company must provide consolidated accounts for the group as well as individual accounts for the company.

If a company has a turnover of under £1,000,000 a year and a balance sheet value of less than £1,400,000 it can claim exemption from audit. Otherwise its accounts must be audited and the auditor's report included with the accounts provided for the members and for Companies House.
The directors may appoint the first auditors to hold office until the first general meeting. After this, the auditors are normally appointed at a general meeting at which accounts are considered. The auditor must be a member of a recognised supervisory body and eligible under the rules of that body to act as a company auditor.
Auditors must normally be appointed each year but a private limited company may pass an elective resolution dispensing with this requirement. In this case, the auditors remain in office until they resign, retire or are removed.

Companies with a turnover of no more than £1,000,000 and a balance sheet total of no more than £1.4 million may dispense with an audit altogether. A company which is a member of a group may also claim exemption if the group turnover and balance sheet total do not exceed £1,000,000 and £1.4 million (£1.68 million gross) respectively. Slightly different rules apply to companies which are charities. The basis for claiming exemption will need to be stated on the balance sheet and signed by a director.
Exemption from audit cannot be claimed by
  • a public company unless the company is dormant.
  • a company which is a subsidiary of an overseas undertaking.
  • a bank, insurance company, enrolled insurance broker or authorised person under the Financial Services Act.
  • a special register company under the Trade Union and Labour Relations (Consolidation) Act 1992 or an employers association
  • companies where an audit is required by members holding at least 10% of issued share capital.
A dormant company may pass a resolution not to appoint auditors, but not if it is a banking or insurance company or an authorised person under the Financial Services Act.
A voluntary standard format for accounts may be used by companies which have been dormant since incorporation.

Approval of accounts and directors' report:
  • The accounts must be approved by the board of directors, one of whom must sign the balance sheet.
  • The directors' report must also be approved by the board and signed by a director or the secretary.
  • In both cases, the name of the person signing should be stated and copy with an original signature should be delivered to Companies House.
The accounts must normally be considered by a general meeting of the company, usually the annual general meeting. A copy of the accounts and reports must be sent to every member or debenture holder, and anyone else entitled to attend, at least 21 days before the meeting takes place.
It is the duty of the directors to call the meeting at the appropriate time. In the case of a private company, the meeting to consider the accounts will normally be not later than 10 months after the accounting reference date. If the company's first accounts cover a period of more than 12 months, the time allowed will be restricted to 22 months from the date of incorporation.
For a public company the time allowed is 7 months after the accounting reference date or, in the case of first accounts covering more than 12 months, 19 months from incorporation, subject to there being a minimum period of 3 months following the period covered by the accounts.

A company may be able to claim extra time if it has overseas interests (in which case form 244 should be sent to Companies House) or if the Secretary of State has agreed that there are special reasons for doing so. In either case, the extension must be arranged before the end of the period originally allowed for delivery of the accounts.
While a company may pass an elective resolution to dispense with the laying of accounts and reports before a general meeting, the accounts and reports would still need to be circulated.

The time allowed for delivering accounts to Companies House is the same as is allowed for laying them before a general meeting. When accounts are delivered late, there is an automatic civil penalty in the range of £100 to £1000 for a private company and £500 to £5000 for a public company. Also, the directors are personally responsible for the delivery of accounts to Companies House. They are liable to prosecution in the Magistrates' Court (the Sheriff Court in Scotland) if the accounts are delivered late or not at all. A conviction would mean a criminal record and usually a fine of up to £5000. Persistent failure to delivery accounts or other documents on time could mean a daily default fine of up to £500. It could also result in the disqualification of those concerned as company directors.