Business - Filing and Administration (7)

Question 1

What is the deadline for filing special resolutions at Companies House?

Answer 1

Within 15 days from vote

Question 2

What is the deadline for filing ordinary resolutions at Companies House?

Answer 2

Within 15 days from vote

Question 3

What is the deadline for filing annual accounts and directors’ financial year reports?

Answer 3

Must be filed within 9 months of the accounting reference date (6 for public companies) (s442).

Newly incorporated companies file 3 months after their first accounting period ends.

Question 4

When should a confirmation statement be filed?

Form?

Answer 4

A confirmation statement updating Companies House on all IN01 information is filed within 14 days of the anniversary of incorporation on Form CS01 (s853A).

Question 5

What form must be filed on incorporation?

Answer 5

Companies must file Form IN01 to be incorporated.

Question 6

What needs to be filed at Companies House when the articles have been amended and when?

Answer 6

Amended articles must be filed within 15 days of special resolution, alongside resolution (s26).

Question 7

What must be filed at Companies House when there is a change in registered address or SAIL?

Answer 7

Change in registered address or SAIL must be filed on Form AD01 and AD02/03 respectively

Question 8

What needs to be filed at Companies House when the company’s name is changed?

Answer 8

A change in company name must be filed on Form NM01, alongside a fee.

Question 9

What form is filed at Companies House when the accounting reference date is changed?

Answer 9

A change in accounting reference date must be filed on Form AA01.

Question 10

When must a change in directorship be filed and with which forms depending on appointment, removal/resignation and directors’ details?

Answer 10

Directors: Change in directorship within 14 days (s167).
Appointments: Form AP01/02.
Removals/Resignations: Form TM01/02.
Directors’ Details: Form CH01/02.

Question 11

When must a change in secretary be filed and with which forms depending on appointment, removal/resignation and secretary’ details?

Answer 11

Secretaries: Change in secretaries within 14 days (s276).
Appointments: AP03/04.
Removals: TM02.
Secretary Details: CH03/04.

Question 12

What is the deadline for filing changes to persons of significant control?

Answer 12

Changes in persons of significant control within 14 days (PSC01/02/04/07).

Question 13

What is the deadline for registering a charge and on what form?

Answer 13

Registration of Charge: Charges must be registered within 21 days of creation on Form MR01 (s869).

Question 14

What form is used to inform CH to remove a charge?

Answer 14

Removal: Removal on Form MR04 following repayment or lender consent.

Question 15

What is the deadline for filing share allotment and statement of capital at Companies House?

Answer 15

Share allotment and statement of capital must be filed at Companies House within 1 month (Form SH01).

Question 15

What is the deadline for issuing a share certificate following allotment or transfer?

Answer 15

Share certificates following allotment or transfer should be prepared and issued within 2 months.

Question 16

What is the deadline for filing share buyback and notice of cancelled shares at Companies House?

Form?

Answer 16

Share buyback and notice of cancelled shares within 28 days of buyback (Form SH03).

Question 17

What needs to be filed at CH in a capital buyback?

Answer 17

Solvency statement and auditors’ report filed before buy-back (s719).

Question 18

What needs to be done for a capital notice?

Answer 18

Place notices in London Gazette and national paper/directly to creditors within 1 week of special resolution

Question 19

Internal filing

How long must resolutions be stored?

Answer 19

Resolutions must be stored for at least ten years.

Question 20

Internal filing

How long must minutes of BMs and GMs be stored?

Answer 20

Minutes of BMs and GMs must be stored for at least ten years (ss248; 355).

Question 21

Internal filing

How long must a memorandum of terms be kept at a registered address before a relevant GM?

Answer 21

A memorandum of the terms of a directors’ controlled transaction must be kept at the registered address for 15 days prior to a relevant general meeting to approve it (and at the GM itself).

Question 22

What internal filing needs to be done when there is a buyback or a capital buyback?

Answer 22

Buyback: Terms of buyback kept at the registered office for ten years.
Capital: Solvency statement and auditors’ report kept at office for 5 weeks.

Question 23

What are the internal filing requirements of a charging document?

Answer 23

Charging Documents: Charging documents must be kept at the registered office. Failure is a criminal offence, but does not invalidate the charge (s859).

Question 24

Where must internal files be kept?

Answer 24

Certain documents must be maintained at the Company’s Registered Office. Alternatively, they may be stored as a ‘Single Alternative Inspection Location’, provided Companies House is notified on Form AD02/03.

Question 25

On the company register, what is required in terms of the register of directors?

Answer 25

Register of Directors: Companies must maintain a register of its directors (s162).

(1) Contents: The names, dates of birth, and registered addresses must be placed (s163).

(2) Inspection: The register must be open to shareholders for free, and the public for a fee at the registered office (s1136) or Companies House central register (s167A).

Question 26

On the company register, what is required in terms of the Register of Directors’ Residential Addresses?

Answer 26

Register of Directors’ Residential Addresses: Companies must maintain a register of natural directors’ residential addresses (s165).

(1) Inspection: Held at its registered office or the Companies House central register, but not open to inspection.

Question 27

On the company register, what is required in terms of the Register of Secretaries?

Answer 27

Register of Secretaries: Companies must maintain a register of its company secretaries (s275).
(1) Contents: The names, dates of birth, and registered addresses.

(2) Inspection: The register must be open to shareholders for free, and the public for a fee at the registered office or Companies House central register (s279A).

Question 28

On the company register, what is required in terms of the Register of Members?

When should it be updated post transfer/post-allotment? Inspection?

Answer 28

Register of Members: Companies must maintain a Register of Members at its registered office or the Companies House central Register (s113; s12).

(1) Contents: The names of all shareholders must be placed on the register (s113).
Transfer: The effects of a share transfer on registration or holdings must be updated as soon as practicable, and within 2 months at most (s771).
Allotment: The effects of a share allotment on registration or holdings must be updated as soon as practicable, and within 2 months at most (s554).
Single Shareholders: If a company has a single shareholder, the register must state this; failure is a criminal offence (s213).
Joint Shareholders: The register must reflect all the names of joint shareholders over the same share/s, but only one address is required (s113).

(2) Inspection: The register must be open to shareholders for free, and the public for a fee (s116). Failure to maintain or inspect is a criminal offence (s113).

Question 29

On the company register, what is required in terms of the Persons of Significant Control Register?

External filing: when, forms for first time PSC, changed PSC, removed

Answer 29

Persons of Significant Control Register: Companies must maintain a Register of Persons of Significant Control at its registered office or the Companies House central register (s790).

(1) Contents: The names of PoSC must be included and updated in the following classes:
1: Persons holding more than 25%, up to 50%.
2: Persons holding more than 50%, less than 75%.
3: Persons holding 75% or more.

(2) External Filing: When the register changes, certain documents must be filed at CH within 14 days (s790VA).
First-Time PSC: First-time PSCs on Form PSC01 (natural) or Form PSC02 (corporate).
Changed PSC: PSC details have changed on form PSC04 (natural) or Form PSC05 (corporate).
Removed PSC: Removed PSCs on Form PSC07.

Question 30

What annual financial accounting responsibilities does a company have?

Answer 30

(1) Accounting Records: Accounts must be kept ‘adequate’ (s386). They must give a true and fair reflection of the company’s financial year (ss393-396).

(2) Directors’ Financial Year Report: Directors must prepare a financial year report to accompany the accounts, unless a small or micro-entity private company (s415).
Small Company: Balance sheet not exceeding £5.1m, and turnover not exceeding £10.2m, and no more than 50 employees (s382).
Micro-Entity: Balance sheet not exceeding £316,000, and turnover not exceeding £632,000, and no more than 10 employees (s384A).

(3) Report Circulation: Directors must circulate the accounts, and directors’ and auditor’s report to each shareholder and debenture holder, and anyone entitled to be notified of general meetings.