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.
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.
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.