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.

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