At Adiva Accountants we will do everything we can to support you and help you to grow your business. As our team, expertise and services we offer grew, we created these factsheets to pass our knowledge and help our clients even more. We believe these factsheets, will give you invaluable insights into everyday business issues. Simply click on the links below to access the relevant topics.
If you have a question which is not listed below, then please contact us on 020 8313 9117, or email at contact@adivaaccountants.co.uk and we will be happy to help.
Below you will find answers to questions that we are frequently asked.
Where can I find your offices?
We are located in Bromley High Street. Our office is above Natwest bank in the middle of Bromley High Street, opposite of Next store. The entrance to the office is between Natwest bank and Thomas Cook, please ring the bell for number 4.
Are you hiring?
We are not hiring for the moment, but please keep checking as we are continually growing and will be expanding our team in the near future.
What are your hours of operation?
We are open:
Monday to Friday from 9am to 7pm and Saturday from 10am to 5pm.
What are your most popular services?
The most popular services are company accounts, personal tax returns, CIS, payroll and VAT returns.
Which is your nearest train station?
Our office is in the middle of Bromley South and Bromley North train stations, they are about 5 minute’s walk away. There are direct trains from London Victoria, London Bridge and London Blackfriars to Bromley South station. Bromley South is connected by direct trains to major towns around London and in Kent such as St Albans, Orpington, Sevenoaks, Ashford, Gillingham and Ramsgate.
Which are the nearest bus routes?
Our office is in the middle of Bromley High Street and is served by 15 different bus routes. The bus routes serving Bromley High street are 61, 119, 138, 146, 208, 227, 246, 261, 269, 320,336, 352, 354, 358 and 367.
PERSONAL TAXATION
This group of factsheets covers concise information on a variety of topics relevant to an individual. It covers taxes on the disposal of capital assets and the inheritance taxes. It covers self employed, partnerships and CIS (Construction Industry scheme). Property investment and tax is covered too.
If you would like further information about the new register of persons of significant control or the implications of keeping your statutory information on the public register, please do contact us. We are able to provide comprehensive assistance with company secretarial matters such as:
- the maintenance and safekeeping of the company registers
- the processing and filing of minutes
- the preparation and filing of resolutions
- the completion and filing of statutory forms
- the filing of the annual accounts
- filing online
Despite that a private limited company is not required anymore to appoint a company secretary, still there are a number of statutory procedures that companies must continue to comply with. If your company is in Hayes, Bromley, Kent and London areas we, at Adiva Accountants in Hayes would be pleased to discuss company secretarial duties with you. Please do not hesitate to contact us at Adiva Accountants in Hayes.
In the recent years increasing levels of fraudulent filing of information is reported by Companies House. Often the fraud starts with changing the company’s registered office by submitting the appropriate form to Companies House. After the change of address has been accepted, the fraudsters can change directors or file false accounts. All this happens without the company having a clue that they have been hijacked. The fraudsters can then buy goods or obtain credit based on this false information.
To avoid this Companies House is keen that companies file their information online. This can be a very secure method, particularly if the company signs up for the enhanced security arrangements offered by their PROOF (protected online filing) system. This system prevents the paper filing of certain forms, making it very difficult for the fraudsters to hijack your company.
Many of the more common types of information can be submitted online by first registering at www.companieshouse.gov.uk. Alternatively, Companies House currently has a series of over 200 statutory forms to allow paper filing.
The company must ensure that their record at Companies House is always up to date. This record contains current details of various statutory matters.
The company secretarial duties would extend to ensuring that, for example:
- The company’s annual accounts are filed on time at Companies House. For a private limited company, this must be within 9 months of the end of the accounting year. A fine will be levied if the accounts are late.
- Once each year Companies House will send each company a confirmation statement showing a snapshot of the information they hold. The company must ‘check and confirm’ that the information held at a given due date is accurate. The information must be checked, and amended if necessary, within 14 days. If this information is returned late or not returned at all, the company, director(s) and secretary (if appointed) may be prosecuted. This confirmation statement replaced the annual return from June 2016.
- All changes to the way the company is organised need to be notified to Companies House. And this within a specified period of between 14 and 28 days, depending on the change. The annual confirmation statement cannot be used to change this information and a separate form should be used. The most common forms include:
- changes in directors, secretaries and their particulars
- a change of accounting reference date
- a change of registered office
- allotments of shares
- If a company does not complete its confirmation statement, the Registrar might assume that the company is no longer carrying on businesses. Steps might be taken to strike it from the register.
- The current version of the company’s Articles of Association is filed whenever a change in the company’s internal rules is made.
Statutory charges
The lender or borrower should notify Companies House within 21 days when a company gives security for a loan. This is done by filling in the appropriate form and paying the statutory charge. Without timely registration, the charge will be void. That means the loan will still be repayable but the security given will not be valid. This does not apply to property acquired which is subject to a charge.
Companies should ensure that any charges created are registered and that the company’s credit profile is protected. This is by removing the charge from the register as soon as the loan is repaid.
Meetings and resolutions
The company law sets out procedures for conducting certain aspects of company business. This is done through formal meetings where resolutions will be passed. When resolutions are passed, the company is bound by them.
The company secretarial role here would be to ensure that proper notice of meetings is given to those who are entitled to attend. The proceedings should be recorded and copies of resolutions which affect the way the company is run are sent to Companies House. This should be done within the relevant time frame.
Company meetings
Members and auditors are entitled to a notice of company meetings. A general meeting notice of at least 14 days is required. Notice can be in writing, by email or by means of a website. However, a private limited company is no longer required to hold one. Unless the company’s Articles of Association make express provisions for holding an Annual General Meeting.
A company with an existing express provision for an AGM might want to abolish this requirement. Then a special resolution is needed to change the articles of the company.
Resolutions
There are two types of resolutions that may be passed. The ordinary resolutions, which are passed by a simple majority of the members. Or the special resolutions, which are passed by a 75% majority of the members. In general, resolutions will be voted on by any members present at a meeting.
Private limited companies can take most decisions by written resolution. Such a resolution does not require a hard copy and can be passed by email. However, these resolutions need to be passed by a majority of all members of the company, not just by those who return the voting form.
Whether they are taken at a meeting or by written resolution, it is important that companies retain copies of all important decisions taken in the management of the company. In cases when these decisions change the way a company is run, a copy needs to be filed at Companies House.
The company secretary
A company secretary, or the person responsible for company secretarial duties, will have regular dealings with Companies House. Companies House is where public records about the company are held. Most communications with Companies House are through Companies House Webfiling or their Software filing facility. Companies House is moving towards 100% online filing.
The duties of the company secretary or the person responsible for company secretarial matters are not defined specifically within company law. But they may be divided generally into three main areas:
- maintaining statutory registers (keeping the company’s records up to date)
- completing and filing statutory forms (keeping the public record up to date)
- meetings and resolutions (making sure the company abides by both its internal regulations and the law)
Maintaining statutory registers
All companies must maintain up to date registers of key details, these include:
- a register of members
- a register of directors
- a register of charges
- a register of persons of significant control
A person with significant control is an individual who ultimately owns or controls more than 25% of a company’s shares or voting rights. Or who otherwise exercises control over a company or its management.
The details in these registers include, for example, names, addresses, dates of appointment and resignation (for directors) and for members, the number and type of shares held. This is not an exhaustive list.
The general public has the right to inspect these registers, which must be made available at the company’s registered office. Or at a single alternative inspection location (SAIL) which must also be recorded at Companies House.
Directors may choose to keep their residential addresses private and to record a service address for them. In these circumstances, the company has to keep an additional register. It will show the directors’ residential addresses which is not open to inspection by the general public.
Maintaining the statutory information at Companies House
Private companies may also choose to keep some of the information normally kept in the statutory registers at its registered office or SAIL on the public register at Companies House. This will include their registers of directors, directors’ usual residential addresses, secretaries, members and persons of significant control. While this election is in force the company does not need to keep its own separate statutory registers updated.
The general public can access company information through Companies House instead of visiting the registered office, whilst this election is in force. This will include some information, such as members’ addresses or directors’ full dates of birth, which is not generally available on the public record for private companies.
If your company is in Hayes, Bromley, Kent and London areas we, at Adiva Accountants in Hayes, can provide assistance with company secretarial matters. Please do not hesitate to contact us at Adiva Accountants in Hayes.
There is no longer a requirement for all companies to appoint a company secretary. The private limited companies do not generally need to appoint a company secretary to deal with this paperwork. This is unless they either wish to do so, or their Articles of Association requires them to do so.
The public limited companies must still have a company secretary who must have specialist, up to date knowledge of company law.
The company secretary is an officer of the company. Due to that they may be criminally liable for company defaults. For example, failing to file a document in the time allowed, or to submit the company’s annual return.
If a private company decides not to have a company secretary, then first it should check its Articles of Association. This is to ensure that its own regulations do not require it to appoint one. After that the company should inform Companies House of the resignation of any existing company secretary.
Where a private company chooses not to have a company secretary, any item that would normally be sent to the company secretary is treated as being sent to the company. Any duties which would normally be the responsibility of the company secretary will be carried out either by a director or a person authorised by the directors.
If your company is in Hayes, Bromley, Kent and London areas we, at Adiva Accountants in Hayes, can provide assistance with company secretarial matters. Please do not hesitate to contact us at Adiva Accountants in Hayes.
BUSINESS TAXATION
This group of factsheets covers the taxation issues you need to consider for both unincorporated and corporate businesses
If you would like further information about the new register of persons of significant control or the implications of keeping your statutory information on the public register, please do contact us. We are able to provide comprehensive assistance with company secretarial matters such as: Despite that a private limited company is not required anymore to appoint a company secretary, still there are a number of statutory procedures that companies must continue to comply with. If your company is in Hayes, Bromley, Kent and London areas we, at Adiva Accountants in Hayes would be pleased to discuss company secretarial duties with you. Please do not hesitate to contact us at Adiva Accountants in Hayes. In the recent years increasing levels of fraudulent filing of information is reported by Companies House. Often the fraud starts with changing the company’s registered office by submitting the appropriate form to Companies House. After the change of address has been accepted, the fraudsters can change directors or file false accounts. All this happens without the company having a clue that they have been hijacked. The fraudsters can then buy goods or obtain credit based on this false information. To avoid this Companies House is keen that companies file their information online. This can be a very secure method, particularly if the company signs up for the enhanced security arrangements offered by their PROOF (protected online filing) system. This system prevents the paper filing of certain forms, making it very difficult for the fraudsters to hijack your company. Many of the more common types of information can be submitted online by first registering at www.companieshouse.gov.uk. Alternatively, Companies House currently has a series of over 200 statutory forms to allow paper filing. The company must ensure that their record at Companies House is always up to date. This record contains current details of various statutory matters. The company secretarial duties would extend to ensuring that, for example: The lender or borrower should notify Companies House within 21 days when a company gives security for a loan. This is done by filling in the appropriate form and paying the statutory charge. Without timely registration, the charge will be void. That means the loan will still be repayable but the security given will not be valid. This does not apply to property acquired which is subject to a charge. Companies should ensure that any charges created are registered and that the company’s credit profile is protected. This is by removing the charge from the register as soon as the loan is repaid. The company law sets out procedures for conducting certain aspects of company business. This is done through formal meetings where resolutions will be passed. When resolutions are passed, the company is bound by them. The company secretarial role here would be to ensure that proper notice of meetings is given to those who are entitled to attend. The proceedings should be recorded and copies of resolutions which affect the way the company is run are sent to Companies House. This should be done within the relevant time frame. Members and auditors are entitled to a notice of company meetings. A general meeting notice of at least 14 days is required. Notice can be in writing, by email or by means of a website. However, a private limited company is no longer required to hold one. Unless the company’s Articles of Association make express provisions for holding an Annual General Meeting. A company with an existing express provision for an AGM might want to abolish this requirement. Then a special resolution is needed to change the articles of the company. There are two types of resolutions that may be passed. The ordinary resolutions, which are passed by a simple majority of the members. Or the special resolutions, which are passed by a 75% majority of the members. In general, resolutions will be voted on by any members present at a meeting. Private limited companies can take most decisions by written resolution. Such a resolution does not require a hard copy and can be passed by email. However, these resolutions need to be passed by a majority of all members of the company, not just by those who return the voting form. Whether they are taken at a meeting or by written resolution, it is important that companies retain copies of all important decisions taken in the management of the company. In cases when these decisions change the way a company is run, a copy needs to be filed at Companies House. A company secretary, or the person responsible for company secretarial duties, will have regular dealings with Companies House. Companies House is where public records about the company are held. Most communications with Companies House are through Companies House Webfiling or their Software filing facility. Companies House is moving towards 100% online filing. The duties of the company secretary or the person responsible for company secretarial matters are not defined specifically within company law. But they may be divided generally into three main areas: All companies must maintain up to date registers of key details, these include: A person with significant control is an individual who ultimately owns or controls more than 25% of a company’s shares or voting rights. Or who otherwise exercises control over a company or its management. The details in these registers include, for example, names, addresses, dates of appointment and resignation (for directors) and for members, the number and type of shares held. This is not an exhaustive list. The general public has the right to inspect these registers, which must be made available at the company’s registered office. Or at a single alternative inspection location (SAIL) which must also be recorded at Companies House. Directors may choose to keep their residential addresses private and to record a service address for them. In these circumstances, the company has to keep an additional register. It will show the directors’ residential addresses which is not open to inspection by the general public. Private companies may also choose to keep some of the information normally kept in the statutory registers at its registered office or SAIL on the public register at Companies House. This will include their registers of directors, directors’ usual residential addresses, secretaries, members and persons of significant control. While this election is in force the company does not need to keep its own separate statutory registers updated. The general public can access company information through Companies House instead of visiting the registered office, whilst this election is in force. This will include some information, such as members’ addresses or directors’ full dates of birth, which is not generally available on the public record for private companies. If your company is in Hayes, Bromley, Kent and London areas we, at Adiva Accountants in Hayes, can provide assistance with company secretarial matters. Please do not hesitate to contact us at Adiva Accountants in Hayes. There is no longer a requirement for all companies to appoint a company secretary. The private limited companies do not generally need to appoint a company secretary to deal with this paperwork. This is unless they either wish to do so, or their Articles of Association requires them to do so. The public limited companies must still have a company secretary who must have specialist, up to date knowledge of company law. The company secretary is an officer of the company. Due to that they may be criminally liable for company defaults. For example, failing to file a document in the time allowed, or to submit the company’s annual return. If a private company decides not to have a company secretary, then first it should check its Articles of Association. This is to ensure that its own regulations do not require it to appoint one. After that the company should inform Companies House of the resignation of any existing company secretary. Where a private company chooses not to have a company secretary, any item that would normally be sent to the company secretary is treated as being sent to the company. Any duties which would normally be the responsibility of the company secretary will be carried out either by a director or a person authorised by the directors. If your company is in Hayes, Bromley, Kent and London areas we, at Adiva Accountants in Hayes, can provide assistance with company secretarial matters. Please do not hesitate to contact us at Adiva Accountants in Hayes.
Statutory charges
Meetings and resolutions
Company meetings
Resolutions
The company secretary
Maintaining statutory registers
Maintaining the statutory information at Companies House
BOOKKEEPING
This group of factsheets covers information on employment law related topics relevant to both employers and employees. It covers bookkeeping, payroll and company secretarial.
If you would like further information about the new register of persons of significant control or the implications of keeping your statutory information on the public register, please do contact us. We are able to provide comprehensive assistance with company secretarial matters such as:
- the maintenance and safekeeping of the company registers
- the processing and filing of minutes
- the preparation and filing of resolutions
- the completion and filing of statutory forms
- the filing of the annual accounts
- filing online
Despite that a private limited company is not required anymore to appoint a company secretary, still there are a number of statutory procedures that companies must continue to comply with. If your company is in Hayes, Bromley, Kent and London areas we, at Adiva Accountants in Hayes would be pleased to discuss company secretarial duties with you. Please do not hesitate to contact us at Adiva Accountants in Hayes.
In the recent years increasing levels of fraudulent filing of information is reported by Companies House. Often the fraud starts with changing the company’s registered office by submitting the appropriate form to Companies House. After the change of address has been accepted, the fraudsters can change directors or file false accounts. All this happens without the company having a clue that they have been hijacked. The fraudsters can then buy goods or obtain credit based on this false information.
To avoid this Companies House is keen that companies file their information online. This can be a very secure method, particularly if the company signs up for the enhanced security arrangements offered by their PROOF (protected online filing) system. This system prevents the paper filing of certain forms, making it very difficult for the fraudsters to hijack your company.
Many of the more common types of information can be submitted online by first registering at www.companieshouse.gov.uk. Alternatively, Companies House currently has a series of over 200 statutory forms to allow paper filing.
The company must ensure that their record at Companies House is always up to date. This record contains current details of various statutory matters.
The company secretarial duties would extend to ensuring that, for example:
- The company’s annual accounts are filed on time at Companies House. For a private limited company, this must be within 9 months of the end of the accounting year. A fine will be levied if the accounts are late.
- Once each year Companies House will send each company a confirmation statement showing a snapshot of the information they hold. The company must ‘check and confirm’ that the information held at a given due date is accurate. The information must be checked, and amended if necessary, within 14 days. If this information is returned late or not returned at all, the company, director(s) and secretary (if appointed) may be prosecuted. This confirmation statement replaced the annual return from June 2016.
- All changes to the way the company is organised need to be notified to Companies House. And this within a specified period of between 14 and 28 days, depending on the change. The annual confirmation statement cannot be used to change this information and a separate form should be used. The most common forms include:
- changes in directors, secretaries and their particulars
- a change of accounting reference date
- a change of registered office
- allotments of shares
- If a company does not complete its confirmation statement, the Registrar might assume that the company is no longer carrying on businesses. Steps might be taken to strike it from the register.
- The current version of the company’s Articles of Association is filed whenever a change in the company’s internal rules is made.
Statutory charges
The lender or borrower should notify Companies House within 21 days when a company gives security for a loan. This is done by filling in the appropriate form and paying the statutory charge. Without timely registration, the charge will be void. That means the loan will still be repayable but the security given will not be valid. This does not apply to property acquired which is subject to a charge.
Companies should ensure that any charges created are registered and that the company’s credit profile is protected. This is by removing the charge from the register as soon as the loan is repaid.
Meetings and resolutions
The company law sets out procedures for conducting certain aspects of company business. This is done through formal meetings where resolutions will be passed. When resolutions are passed, the company is bound by them.
The company secretarial role here would be to ensure that proper notice of meetings is given to those who are entitled to attend. The proceedings should be recorded and copies of resolutions which affect the way the company is run are sent to Companies House. This should be done within the relevant time frame.
Company meetings
Members and auditors are entitled to a notice of company meetings. A general meeting notice of at least 14 days is required. Notice can be in writing, by email or by means of a website. However, a private limited company is no longer required to hold one. Unless the company’s Articles of Association make express provisions for holding an Annual General Meeting.
A company with an existing express provision for an AGM might want to abolish this requirement. Then a special resolution is needed to change the articles of the company.
Resolutions
There are two types of resolutions that may be passed. The ordinary resolutions, which are passed by a simple majority of the members. Or the special resolutions, which are passed by a 75% majority of the members. In general, resolutions will be voted on by any members present at a meeting.
Private limited companies can take most decisions by written resolution. Such a resolution does not require a hard copy and can be passed by email. However, these resolutions need to be passed by a majority of all members of the company, not just by those who return the voting form.
Whether they are taken at a meeting or by written resolution, it is important that companies retain copies of all important decisions taken in the management of the company. In cases when these decisions change the way a company is run, a copy needs to be filed at Companies House.
The company secretary
A company secretary, or the person responsible for company secretarial duties, will have regular dealings with Companies House. Companies House is where public records about the company are held. Most communications with Companies House are through Companies House Webfiling or their Software filing facility. Companies House is moving towards 100% online filing.
The duties of the company secretary or the person responsible for company secretarial matters are not defined specifically within company law. But they may be divided generally into three main areas:
- maintaining statutory registers (keeping the company’s records up to date)
- completing and filing statutory forms (keeping the public record up to date)
- meetings and resolutions (making sure the company abides by both its internal regulations and the law)
Maintaining statutory registers
All companies must maintain up to date registers of key details, these include:
- a register of members
- a register of directors
- a register of charges
- a register of persons of significant control
A person with significant control is an individual who ultimately owns or controls more than 25% of a company’s shares or voting rights. Or who otherwise exercises control over a company or its management.
The details in these registers include, for example, names, addresses, dates of appointment and resignation (for directors) and for members, the number and type of shares held. This is not an exhaustive list.
The general public has the right to inspect these registers, which must be made available at the company’s registered office. Or at a single alternative inspection location (SAIL) which must also be recorded at Companies House.
Directors may choose to keep their residential addresses private and to record a service address for them. In these circumstances, the company has to keep an additional register. It will show the directors’ residential addresses which is not open to inspection by the general public.
Maintaining the statutory information at Companies House
Private companies may also choose to keep some of the information normally kept in the statutory registers at its registered office or SAIL on the public register at Companies House. This will include their registers of directors, directors’ usual residential addresses, secretaries, members and persons of significant control. While this election is in force the company does not need to keep its own separate statutory registers updated.
The general public can access company information through Companies House instead of visiting the registered office, whilst this election is in force. This will include some information, such as members’ addresses or directors’ full dates of birth, which is not generally available on the public record for private companies.
If your company is in Hayes, Bromley, Kent and London areas we, at Adiva Accountants in Hayes, can provide assistance with company secretarial matters. Please do not hesitate to contact us at Adiva Accountants in Hayes.
There is no longer a requirement for all companies to appoint a company secretary. The private limited companies do not generally need to appoint a company secretary to deal with this paperwork. This is unless they either wish to do so, or their Articles of Association requires them to do so.
The public limited companies must still have a company secretary who must have specialist, up to date knowledge of company law.
The company secretary is an officer of the company. Due to that they may be criminally liable for company defaults. For example, failing to file a document in the time allowed, or to submit the company’s annual return.
If a private company decides not to have a company secretary, then first it should check its Articles of Association. This is to ensure that its own regulations do not require it to appoint one. After that the company should inform Companies House of the resignation of any existing company secretary.
Where a private company chooses not to have a company secretary, any item that would normally be sent to the company secretary is treated as being sent to the company. Any duties which would normally be the responsibility of the company secretary will be carried out either by a director or a person authorised by the directors.
If your company is in Hayes, Bromley, Kent and London areas we, at Adiva Accountants in Hayes, can provide assistance with company secretarial matters. Please do not hesitate to contact us at Adiva Accountants in Hayes.
BUSINESS STARTUP
This group of factsheets covers the issues to consider when starting up in business. Management accounts and year end accounts are covered too.
If you would like further information about the new register of persons of significant control or the implications of keeping your statutory information on the public register, please do contact us. We are able to provide comprehensive assistance with company secretarial matters such as:
- the maintenance and safekeeping of the company registers
- the processing and filing of minutes
- the preparation and filing of resolutions
- the completion and filing of statutory forms
- the filing of the annual accounts
- filing online
Despite that a private limited company is not required anymore to appoint a company secretary, still there are a number of statutory procedures that companies must continue to comply with. If your company is in Hayes, Bromley, Kent and London areas we, at Adiva Accountants in Hayes would be pleased to discuss company secretarial duties with you. Please do not hesitate to contact us at Adiva Accountants in Hayes.
In the recent years increasing levels of fraudulent filing of information is reported by Companies House. Often the fraud starts with changing the company’s registered office by submitting the appropriate form to Companies House. After the change of address has been accepted, the fraudsters can change directors or file false accounts. All this happens without the company having a clue that they have been hijacked. The fraudsters can then buy goods or obtain credit based on this false information.
To avoid this Companies House is keen that companies file their information online. This can be a very secure method, particularly if the company signs up for the enhanced security arrangements offered by their PROOF (protected online filing) system. This system prevents the paper filing of certain forms, making it very difficult for the fraudsters to hijack your company.
Many of the more common types of information can be submitted online by first registering at www.companieshouse.gov.uk. Alternatively, Companies House currently has a series of over 200 statutory forms to allow paper filing.
The company must ensure that their record at Companies House is always up to date. This record contains current details of various statutory matters.
The company secretarial duties would extend to ensuring that, for example:
- The company’s annual accounts are filed on time at Companies House. For a private limited company, this must be within 9 months of the end of the accounting year. A fine will be levied if the accounts are late.
- Once each year Companies House will send each company a confirmation statement showing a snapshot of the information they hold. The company must ‘check and confirm’ that the information held at a given due date is accurate. The information must be checked, and amended if necessary, within 14 days. If this information is returned late or not returned at all, the company, director(s) and secretary (if appointed) may be prosecuted. This confirmation statement replaced the annual return from June 2016.
- All changes to the way the company is organised need to be notified to Companies House. And this within a specified period of between 14 and 28 days, depending on the change. The annual confirmation statement cannot be used to change this information and a separate form should be used. The most common forms include:
- changes in directors, secretaries and their particulars
- a change of accounting reference date
- a change of registered office
- allotments of shares
- If a company does not complete its confirmation statement, the Registrar might assume that the company is no longer carrying on businesses. Steps might be taken to strike it from the register.
- The current version of the company’s Articles of Association is filed whenever a change in the company’s internal rules is made.
Statutory charges
The lender or borrower should notify Companies House within 21 days when a company gives security for a loan. This is done by filling in the appropriate form and paying the statutory charge. Without timely registration, the charge will be void. That means the loan will still be repayable but the security given will not be valid. This does not apply to property acquired which is subject to a charge.
Companies should ensure that any charges created are registered and that the company’s credit profile is protected. This is by removing the charge from the register as soon as the loan is repaid.
Meetings and resolutions
The company law sets out procedures for conducting certain aspects of company business. This is done through formal meetings where resolutions will be passed. When resolutions are passed, the company is bound by them.
The company secretarial role here would be to ensure that proper notice of meetings is given to those who are entitled to attend. The proceedings should be recorded and copies of resolutions which affect the way the company is run are sent to Companies House. This should be done within the relevant time frame.
Company meetings
Members and auditors are entitled to a notice of company meetings. A general meeting notice of at least 14 days is required. Notice can be in writing, by email or by means of a website. However, a private limited company is no longer required to hold one. Unless the company’s Articles of Association make express provisions for holding an Annual General Meeting.
A company with an existing express provision for an AGM might want to abolish this requirement. Then a special resolution is needed to change the articles of the company.
Resolutions
There are two types of resolutions that may be passed. The ordinary resolutions, which are passed by a simple majority of the members. Or the special resolutions, which are passed by a 75% majority of the members. In general, resolutions will be voted on by any members present at a meeting.
Private limited companies can take most decisions by written resolution. Such a resolution does not require a hard copy and can be passed by email. However, these resolutions need to be passed by a majority of all members of the company, not just by those who return the voting form.
Whether they are taken at a meeting or by written resolution, it is important that companies retain copies of all important decisions taken in the management of the company. In cases when these decisions change the way a company is run, a copy needs to be filed at Companies House.
The company secretary
A company secretary, or the person responsible for company secretarial duties, will have regular dealings with Companies House. Companies House is where public records about the company are held. Most communications with Companies House are through Companies House Webfiling or their Software filing facility. Companies House is moving towards 100% online filing.
The duties of the company secretary or the person responsible for company secretarial matters are not defined specifically within company law. But they may be divided generally into three main areas:
- maintaining statutory registers (keeping the company’s records up to date)
- completing and filing statutory forms (keeping the public record up to date)
- meetings and resolutions (making sure the company abides by both its internal regulations and the law)
Maintaining statutory registers
All companies must maintain up to date registers of key details, these include:
- a register of members
- a register of directors
- a register of charges
- a register of persons of significant control
A person with significant control is an individual who ultimately owns or controls more than 25% of a company’s shares or voting rights. Or who otherwise exercises control over a company or its management.
The details in these registers include, for example, names, addresses, dates of appointment and resignation (for directors) and for members, the number and type of shares held. This is not an exhaustive list.
The general public has the right to inspect these registers, which must be made available at the company’s registered office. Or at a single alternative inspection location (SAIL) which must also be recorded at Companies House.
Directors may choose to keep their residential addresses private and to record a service address for them. In these circumstances, the company has to keep an additional register. It will show the directors’ residential addresses which is not open to inspection by the general public.
Maintaining the statutory information at Companies House
Private companies may also choose to keep some of the information normally kept in the statutory registers at its registered office or SAIL on the public register at Companies House. This will include their registers of directors, directors’ usual residential addresses, secretaries, members and persons of significant control. While this election is in force the company does not need to keep its own separate statutory registers updated.
The general public can access company information through Companies House instead of visiting the registered office, whilst this election is in force. This will include some information, such as members’ addresses or directors’ full dates of birth, which is not generally available on the public record for private companies.
If your company is in Hayes, Bromley, Kent and London areas we, at Adiva Accountants in Hayes, can provide assistance with company secretarial matters. Please do not hesitate to contact us at Adiva Accountants in Hayes.
There is no longer a requirement for all companies to appoint a company secretary. The private limited companies do not generally need to appoint a company secretary to deal with this paperwork. This is unless they either wish to do so, or their Articles of Association requires them to do so.
The public limited companies must still have a company secretary who must have specialist, up to date knowledge of company law.
The company secretary is an officer of the company. Due to that they may be criminally liable for company defaults. For example, failing to file a document in the time allowed, or to submit the company’s annual return.
If a private company decides not to have a company secretary, then first it should check its Articles of Association. This is to ensure that its own regulations do not require it to appoint one. After that the company should inform Companies House of the resignation of any existing company secretary.
Where a private company chooses not to have a company secretary, any item that would normally be sent to the company secretary is treated as being sent to the company. Any duties which would normally be the responsibility of the company secretary will be carried out either by a director or a person authorised by the directors.
If your company is in Hayes, Bromley, Kent and London areas we, at Adiva Accountants in Hayes, can provide assistance with company secretarial matters. Please do not hesitate to contact us at Adiva Accountants in Hayes.
