9. Companies: Recordkeeping, Filing, and Disclosure Flashcards

1
Q

What are the 7 registers that a company must keep at its registered office?

A
  1. Members
  2. Directors
  3. Directors’ residential addresses
  4. Directors’ interests
  5. Secretaries (if any)
  6. People with significant control
  7. Charges against the company’s assets
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2
Q

Where are the registers required to be kept, to be inspected by whom?

A

At the company’s registered address, to be inspected by members for free and the public for a fee

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3
Q

Which registers can the company elect to keep at Companies House?

A

Registers of directors and members

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4
Q

What is the minimum time minutes of shareholders’ meetings must be kept?

A

10 years

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5
Q

What is a confirmation statement and is it always required?

A

An annual update from the company confirming that the information held by Companies House is up to date, and must be filed even if there have not been any changes

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6
Q

What must a company with share capital deliver with their confirmation statement?

A

A statement of capital if there has been a change since the last confirmation statement

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7
Q

Within what period of the end of the company’s accounting period must a confirmation statement be filed, failure to do so is a criminal offence?

A

14 days

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8
Q

Within what period from the end of the accounting period must (1) a private company and (2) a public company file their accounts?

A

Private company: Nine months
Public company: Six months

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9
Q

What two things must be included in the accounts, and what view must they give?

A
  1. Balance sheets on the last day of the accounting period
  2. Statement of profit and losses

Must give a true and fair view of the company.

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10
Q

Who must approve that the accounts reach this standard?

A

The directors

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11
Q

What type of companies must file an annual directors report?

A

Medium and large companies, i.e. companies with more than 50 employees or turnover of £10 million or more

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12
Q

What type of companies must file a strategic report, and what is the purpose of this?

A

Medium and large companies. Strategic report helps members assess how the directors have promoted the success of the company.

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13
Q

Concerning a director/officer, what two things must be reported to Companies House within 14 days?

A
  1. Appointment or termination
  2. Change in residential address
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14
Q

Within what time period must special resolutions (including to reduce share capital), as well as ordinary resolutions to allot new shares be filed with Companies House?

A

15 days

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15
Q

Where a special resolution to reduce share capital is filed with Companies House, what must accompany it?

A

A statement of solvency

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16
Q

Within what time period of the issuance of new shares must Companies House be notified?

A

One month

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17
Q

When is a change of company’s registered office effective?

A

When it is filed with Companies House

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18
Q

What four things must a company disclose on its letterhead?

A
  1. Registered name
  2. Part of the UK it is registered
  3. Company number
  4. Registered office address
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19
Q

What must a company do if it displays the name of one director on its letterhead?

A

Display the name of all of them

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20
Q

What three things must a partnership display on its letterhead?

A
  1. Name of the partnership
  2. Name of each member
  3. Business address
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21
Q

How long must BMs be kept by company?

A

at least 10 years

22
Q

Do ORs need to be filed at CHs?

A

No - except in limited cases
- important one = OR authorising the issue of shares.

23
Q

Do BMs need to be filed at CHs?

A

No

24
Q

Are all companies required to file their annual accounts at CHs?

A

No - small companies are exempt

25
Q

What other accounting requirement are small companies exempt from?

A

directors’ requirement to prepare annual financial report

26
Q

What qualifies as a small company?

A

satisfy at least 2 conditions:
1) turnover of max £10.2m
2) balance sheet of max £5.1m
3) not more than 50 employees

27
Q

What is a confirmation statement, and when does it need to be filed?

A

Annually - within 14 days of anniversary of company’s date of incorporation.

  • confirms company has complied with all their filing obligations for that year.
28
Q

Form used to file confirmation statement

A

Form CS01

29
Q

Form used when registering a new company at CHs

A

Form IN01

30
Q

Information contained in Form IN01

A

formed used when registering new company:

  • Full details of shareholders, directors, and company secretary (if any)
  • registered office
  • company’s name
  • # of shares company will have, their type, and nominal value
  • instructions on Articles (MA or not?)
  • Elect to make information generally contained in statutory books public.
  • any PSCs
31
Q

How long does a company have to keep a record of its directors’ service contracts?

A

for one year after contract expires

32
Q

How long does a company have to keep a record of its BMs and GMs minutes and resolutions?

A

10 years!

33
Q

What information is contained in a company’s confirmation statement?

A

confirmation of:
-company’s main business activities
- current directors/secretary, and PSCs
- issued share capital
- details of shareholders.

34
Q

Where a nominee holds shares on behalf of a beneficiary of trust, whose name must appear on the Register of Members?

A

nominee only (no need to give indication that the shares are subject to a trust)

35
Q

Under the Model Articles, does the chair of a general meeting have a casting vote?

A

No

36
Q

What is the process, and required filings for the transferring of shares?

A

1) Selling shareholder executes the share transfer form;
2) STF is sent to HMRC and stamp duty is paid within 30 days from date of transfer;
3) HMRC returns form to purchaser, who then sends it to the company;
4) Company can register transfer or refuse transfer by notifying the transferee ASAP and within 2 months;
5) Transfer is reported on company’s next confirmation statement lodged at CHs.

37
Q

Does the share transfer form to register a new transfer of shares need to be filed at CHs?

A

No, must simply mention transfer occured in company’s next confirmation statement.

38
Q

PSC01

A

Notice of person with significant control

39
Q

SH01

A

Return of allotment of shares

40
Q

SH03

A

Notification of buyback

41
Q

TM01

A

Termination of director’s appointment

42
Q

TM02

A

Termination of secretary’s appointment

43
Q

AP01

A

Notification of director’s appointment

44
Q

MR10

A

Registration of a charge

45
Q

CS01

A

Confirmation statement

46
Q

CH03

A

change company secretary details

47
Q

CH01

A

change director’s details

48
Q

AP03

A

Notification of secretary’s appointment

49
Q

AA01

A

Change accounting reference date

50
Q

AD01

A

Change registered office

51
Q

IN01

A

Register as a private company

52
Q

RR01

A

Re-register from private to a public company