10: Company Administration Flashcards
Who does CA 2006 impose administration and filing obligation on?
On the “company”, rather than on any particular person.
What type of penalties are incurred if a company defaults in its obligations?
Usually criminal.
What can happen to a person who commits persistent breaches of companies legislation?
They can face disqualification for up to five years under CDDA 1986.
Who is most vulnerable to action for failure to comply with administrative requirements?
The company’s directors.
Where must a company’s internal records be kept?
Internal records which are open to public inspection should be kept at the company’s registered office.
What is a Single Alternative Inspection Location (SAIL)?
A location where certain records are kept and made available. Companies may nominate a SAIL if the registered office is not suitable for storing records and allowing public inspection.
What forms must be filed to nominate a SAIL?
Form AD02 with Companies House to tell the Registrar of Companies of the chosen SAIL address, and Form AD03 to tell the Registrar what documents are kept at the SAIL.
What records can be kept for public inspection at Companies House?
- Members
- Persons of significant control
- Directors ( not for public: the register of directors’ residential addresses)
- Company secretaries
What internal records must a company keep?
- Public internal registers
- Internal documents not generally available to the public
- Other documents available for inspection
What must the register of members contain?
- Every member’s name and address
- Dates on which they became and ceased to be members
- The number allocated to each share held by them
- The class or classes of share they hold (if the company has more than one class of shares)
How is the register of members made available?
The register of members is open to public inspection on payment of a fee.
What must the register of persons of significant control contain?
- Their name
- Their address for service of legal documents
- The country (or part of the United Kingdom) where they are resident
- Their nationality
- Their date of birth
- Their usual residential address
- The date on which they became a PSC
- The nature of their control over the company
What are the three levels of significant control?
(1) More than 25% but less than 50% of the shares
(2) More than 50% but less than 75% of the shares
(3) 75% or more of the shares
What information must be included for each director in the register of directors?
- Their name
- Their address for service of legal documents
- The country (or part of the United Kingdom) where they are resident
- Their nationality
- Their business occupation (if any)
- Their date of birth
Where can a director’s address for service be if not their residential address?
The company’s registered office.
How is the register of directors made available?
It is open to public inspection on payment of a fee and to inspection free of charge by a member of the company.
What is the other register required for directors?
Companies must keep a separate register of directors’ residential addresses, which is confidential.
What register must be kept related to other officers?
A register of secretaries.
What information must be included in the register of secretaries?
Their name, any former name, and their address for service of documents.
Where can the register of secretaries be kept?
The company’s registered office.
What internal documents must a company keep?
- Minutes of its directors’ meetings
- Minutes of general meetings
- Copies of written shareholder resolutions for ten years
- Accounting records
What are minutes of directors’ meetings classified as?
Confidential documents - they can’t even be inspected by the shareholders.
How long must a company keep accounting records?
3 years.
Where must documents creating charges (security over its assets) be kept?
At its registered office or its SAIL.
How long do companies have to keep copies of directors’ service contracts at its registered office for?
Until a year after they expire.
What are most of the events that require a document to be filed triggered by?
A decision taken at the company – a directors’ or shareholder resolution.
What documents need to be filed at regular intervals?
- The confirmation statement
- The company’s accounts, and directors’ report
What is the purpose of the confirmation statement?
To confirm that the information on the register at Companies House is accurate and up to date.
When must the confirmation statement be filed?
On the anniversary of the company’s incorporation, and each year no later than the anniversary of the last confirmation statement.
Which form is the confirmation statement?
Form CS01.
What must all companies (apart from micro-entities) prepare annually?
Annual accounts and directors’ report on the company’s activities.
What is the filing deadline for annual accounts?
No later than 9 months after the company’s year end (its accounting reference date).
What kind of accounts do smaller companies need to file?
Abridged accounts.
What and when must a company file when it passes a special resolution?
File a copy of the resolution at Companies House within 15 days.
