10: Company Administration Flashcards

1
Q

Who does CA 2006 impose administration and filing obligation on?

A

On the “company”, rather than on any particular person.

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2
Q

What type of penalties are incurred if a company defaults in its obligations?

A

Usually criminal.

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3
Q

What can happen to a person who commits persistent breaches of companies legislation?

A

They can face disqualification for up to five years under CDDA 1986.

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4
Q

Who is most vulnerable to action for failure to comply with administrative requirements?

A

The company’s directors.

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5
Q

Where must a company’s internal records be kept?

A

Internal records which are open to public inspection should be kept at the company’s registered office.

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6
Q

What is a Single Alternative Inspection Location (SAIL)?

A

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.

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7
Q

What forms must be filed to nominate a SAIL?

A

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.

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8
Q

What records can be kept for public inspection at Companies House?

A
  • Members
  • Persons of significant control
  • Directors ( not for public: the register of directors’ residential addresses)
  • Company secretaries
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9
Q

What internal records must a company keep?

A
  • Public internal registers
  • Internal documents not generally available to the public
  • Other documents available for inspection
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10
Q

What must the register of members contain?

A
  • 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)
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11
Q

How is the register of members made available?

A

The register of members is open to public inspection on payment of a fee.

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12
Q

What must the register of persons of significant control contain?

A
  • 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
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13
Q

What are the three levels of significant control?

A

(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

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14
Q

What information must be included for each director in the register of directors?

A
  • 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
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15
Q

Where can a director’s address for service be if not their residential address?

A

The company’s registered office.

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16
Q

How is the register of directors made available?

A

It is open to public inspection on payment of a fee and to inspection free of charge by a member of the company.

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17
Q

What is the other register required for directors?

A

Companies must keep a separate register of directors’ residential addresses, which is confidential.

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18
Q

What register must be kept related to other officers?

A

A register of secretaries.

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19
Q

What information must be included in the register of secretaries?

A

Their name, any former name, and their address for service of documents.

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20
Q

Where can the register of secretaries be kept?

A

The company’s registered office.

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21
Q

What internal documents must a company keep?

A
  • Minutes of its directors’ meetings
  • Minutes of general meetings
  • Copies of written shareholder resolutions for ten years
  • Accounting records
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22
Q

What are minutes of directors’ meetings classified as?

A

Confidential documents - they can’t even be inspected by the shareholders.

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23
Q

How long must a company keep accounting records?

A

3 years.

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24
Q

Where must documents creating charges (security over its assets) be kept?

A

At its registered office or its SAIL.

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25
Q

How long do companies have to keep copies of directors’ service contracts at its registered office for?

A

Until a year after they expire.

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26
Q

What are most of the events that require a document to be filed triggered by?

A

A decision taken at the company – a directors’ or shareholder resolution.

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27
Q

What documents need to be filed at regular intervals?

A
  1. The confirmation statement
  2. The company’s accounts, and directors’ report
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28
Q

What is the purpose of the confirmation statement?

A

To confirm that the information on the register at Companies House is accurate and up to date.

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29
Q

When must the confirmation statement be filed?

A

On the anniversary of the company’s incorporation, and each year no later than the anniversary of the last confirmation statement.

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30
Q

Which form is the confirmation statement?

A

Form CS01.

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31
Q

What must all companies (apart from micro-entities) prepare annually?

A

Annual accounts and directors’ report on the company’s activities.

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32
Q

What is the filing deadline for annual accounts?

A

No later than 9 months after the company’s year end (its accounting reference date).

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33
Q

What kind of accounts do smaller companies need to file?

A

Abridged accounts.

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34
Q

What and when must a company file when it passes a special resolution?

A

File a copy of the resolution at Companies House within 15 days.

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35
Q

What must a company do if it amends its articles of association?

A

Send Companies House a copy of the new articles within 15 days from when the amendment takes effect.

36
Q

What is the time frame for updating the PSC register after a change?

A

Within 14 days of any change.

37
Q

Where can the register of directors’ residential addresses be kept?

A

At the registered office, SAIL, or Companies House.

38
Q

For how long must minutes of directors’ meetings be kept?

A

10 years.

39
Q

Who can inspect the register of members?

A

Anyone (but the company can oppose inspection by applying to court).

40
Q

Who can inspect the PSC register?

A

Anyone (but the company can oppose inspection by applying to court).

41
Q

Who can inspect the register of directors?

A

Anyone.

42
Q

Are directors’ residential addresses available for public inspection?

A

No, they are confidential.

43
Q

Who can inspect the register of company secretaries?

A

Anyone.

44
Q

What is the filing requirement for directors’ service contracts?

A

They must be kept until 1 year after expiry.

45
Q

Who can inspect minutes of GMs/copies of WRs?

A

Company’s shareholders.

46
Q

Who can inspect accounting records?

A

Company’s officers.

47
Q

What is Form AA01 used for?

A

Change of accounting reference date

48
Q

When does the change of accounting reference date take effect?

A

When Form AA01 is filed

49
Q

What is Form AD01 used for?

A

Change of registered office

50
Q

When does the change of registered office take effect?

A

On registration

51
Q

What is Form AD02 used for?

A

Notify SAIL address

52
Q

When does notifying the SAIL address take effect?

A

When Form AD02 is filed

53
Q

What is Form AD03 used for?

A

Notify documents kept at SAIL address

54
Q

When does notifying documents kept at SAIL address take effect?

A

When Form AD03 is filed

55
Q

What is Form AP01 used for?

A

Appointment of director

56
Q

What is the time limit for filing Form AP01?

A

Within 14 days

57
Q

What is Form AP02 used for?

A

Appointment of corporate director

58
Q

What is the time limit for filing Form AP02?

A

Within 14 days

59
Q

What is Form AP03 used for?

A

Appointment of company secretary

60
Q

What is the time limit for filing Form AP03?

A

Within 14 days

61
Q

What is Form CS01 used for?

A

Confirmation statement

62
Q

When must Form CS01 be filed?

A

Within 12 months from the last confirmation statement

63
Q

What is Form NM01 used for?

A

Change of name

64
Q

When does the change of name take effect?

A

On issue of the certificate of incorporation on change of name

65
Q

What is Form PSC01 used for?

A

Individual becoming a PSC

66
Q

What is the time limit for filing Form PSC01?

A

Within 14 days

67
Q

What is Form PSC04 used for?

A

Change in details of PSC, including shareholding or voting rights increases above, or drops below, 50% or 75%

68
Q

What is the time limit for filing Form PSC04?

A

Within 14 days

69
Q

What is Form PSC07 used for?

A

Individual ceasing to be PSC

70
Q

What is the time limit for filing Form PSC07?

A

Within 14 days

71
Q

What is Form TM01 used for?

A

Termination of appointment of director

72
Q

What is the time limit for filing Form TM01?

A

Within 14 days

73
Q

What is Form TM02 used for?

A

Termination of appointment of company secretary

74
Q

What is the time limit for filing Form TM02?

A

Within 14 days

75
Q

What must a company keep for ten years?

A

Minutes of all board meetings, general meetings, and copies of all written resolutions

76
Q

What are the filing requirements when a director is appointed?

A

File Form AP01 (or AP02 for a corporate director) within 14 days and update the register of directors and the confidential register of directors’ residential addresses

77
Q

What is required for a director’s service contract with a guaranteed term of more than two years?

A

Approval by an ordinary shareholder resolution (OR) and a memorandum of terms available 15 days before the GM and at the GM itself.

78
Q

What must be done after the termination of a director’s appointment?

A

File Form TM01 within 14 days and update the register of directors and the confidential register of directors’ residential addresses

79
Q

What must be done after the termination of a company secretary’s appointment?

A

File Form TM02 within 14 days and update the register of company secretaries

80
Q

What is the procedure for changing the company name?

A

Directors resolve to call a GM for a special resolution (SR) or pass a WR, file Form NM01 within 15 days

81
Q

What must be done when changing the articles of association?

A

Directors resolve to call a GM for a SR or pass a WR, file the amended articles within 15 days

82
Q

What happens when shares in a company are transferred?

A

Directors decide to register the transfer and update the register of members within two months

83
Q

What are the available types of information in a company search?

A
  • Whether the company is active, and whether it is subject to any insolvency proceedings
  • The company’s registered office
  • The company’s articles of association
  • Details of the company’s incorporation
  • Details of the company’s officers
  • Details of the company’s shareholders at the date of the last confirmation statement
  • Copies of any special resolutions
  • Details of the company’s share capital
  • The company’s filed accounts
  • Details of any charges registered over the company’s assets
84
Q

Why can it be difficult to identify shareholders from a company search?

A

The register of members is not filed, and it there may have been changes since the last confirmation statement.

85
Q

Who can help get information from companies?

A

Agencies maintain summaries and provide specified information for a fee