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.
What must a company do if it amends its articles of association?
Send Companies House a copy of the new articles within 15 days from when the amendment takes effect.
What is the time frame for updating the PSC register after a change?
Within 14 days of any change.
Where can the register of directors’ residential addresses be kept?
At the registered office, SAIL, or Companies House.
For how long must minutes of directors’ meetings be kept?
10 years.
Who can inspect the register of members?
Anyone (but the company can oppose inspection by applying to court).
Who can inspect the PSC register?
Anyone (but the company can oppose inspection by applying to court).
Who can inspect the register of directors?
Anyone.
Are directors’ residential addresses available for public inspection?
No, they are confidential.
Who can inspect the register of company secretaries?
Anyone.
What is the filing requirement for directors’ service contracts?
They must be kept until 1 year after expiry.
Who can inspect minutes of GMs/copies of WRs?
Company’s shareholders.
Who can inspect accounting records?
Company’s officers.
What is Form AA01 used for?
Change of accounting reference date
When does the change of accounting reference date take effect?
When Form AA01 is filed
What is Form AD01 used for?
Change of registered office
When does the change of registered office take effect?
On registration
What is Form AD02 used for?
Notify SAIL address
When does notifying the SAIL address take effect?
When Form AD02 is filed
What is Form AD03 used for?
Notify documents kept at SAIL address
When does notifying documents kept at SAIL address take effect?
When Form AD03 is filed
What is Form AP01 used for?
Appointment of director
What is the time limit for filing Form AP01?
Within 14 days
What is Form AP02 used for?
Appointment of corporate director
What is the time limit for filing Form AP02?
Within 14 days
What is Form AP03 used for?
Appointment of company secretary
What is the time limit for filing Form AP03?
Within 14 days
What is Form CS01 used for?
Confirmation statement
When must Form CS01 be filed?
Within 12 months from the last confirmation statement
What is Form NM01 used for?
Change of name
When does the change of name take effect?
On issue of the certificate of incorporation on change of name
What is Form PSC01 used for?
Individual becoming a PSC
What is the time limit for filing Form PSC01?
Within 14 days
What is Form PSC04 used for?
Change in details of PSC, including shareholding or voting rights increases above, or drops below, 50% or 75%
What is the time limit for filing Form PSC04?
Within 14 days
What is Form PSC07 used for?
Individual ceasing to be PSC
What is the time limit for filing Form PSC07?
Within 14 days
What is Form TM01 used for?
Termination of appointment of director
What is the time limit for filing Form TM01?
Within 14 days
What is Form TM02 used for?
Termination of appointment of company secretary
What is the time limit for filing Form TM02?
Within 14 days
What must a company keep for ten years?
Minutes of all board meetings, general meetings, and copies of all written resolutions
What are the filing requirements when a director is appointed?
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
What is required for a director’s service contract with a guaranteed term of more than two years?
Approval by an ordinary shareholder resolution (OR) and a memorandum of terms available 15 days before the GM and at the GM itself.
What must be done after the termination of a director’s appointment?
File Form TM01 within 14 days and update the register of directors and the confidential register of directors’ residential addresses
What must be done after the termination of a company secretary’s appointment?
File Form TM02 within 14 days and update the register of company secretaries
What is the procedure for changing the company name?
Directors resolve to call a GM for a special resolution (SR) or pass a WR, file Form NM01 within 15 days
What must be done when changing the articles of association?
Directors resolve to call a GM for a SR or pass a WR, file the amended articles within 15 days
What happens when shares in a company are transferred?
Directors decide to register the transfer and update the register of members within two months
What are the available types of information in a company search?
- 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
Why can it be difficult to identify shareholders from a company search?
The register of members is not filed, and it there may have been changes since the last confirmation statement.
Who can help get information from companies?
Agencies maintain summaries and provide specified information for a fee
