Business - Filing and Administration (7) Flashcards

1
Q

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

A

Within 15 days from vote

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2
Q

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

A

Within 15 days from vote

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3
Q

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

A

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.

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4
Q

When should a confirmation statement be filed?

Form?

A

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

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5
Q

What form must be filed on incorporation?

A

Companies must file Form IN01 to be incorporated.

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6
Q

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

A

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

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7
Q

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

A

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

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8
Q

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

A

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

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9
Q

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

A

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

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10
Q

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

A

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

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11
Q

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

A

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

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12
Q

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

A

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

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13
Q

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

A

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

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14
Q

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

A

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

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15
Q

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

A

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

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15
Q

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

A

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

16
Q

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

Form?

A

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

17
Q

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

A

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

18
Q

What needs to be done for a capital notice?

A

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

19
Q

Internal filing

How long must resolutions be stored?

A

Resolutions must be stored for at least ten years.

20
Q

Internal filing

How long must minutes of BMs and GMs be stored?

A

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

21
Q

Internal filing

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

A

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).

22
Q

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

A

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

23
Q

What are the internal filing requirements of a charging document?

A

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

24
Q

Where must internal files be kept?

A

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.

25
Q

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

A

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).

26
Q

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

A

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.

27
Q

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

A

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).

28
Q

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

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

A

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).

29
Q

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

A

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.

30
Q

What annual financial accounting responsibilities does a company have?

A

(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.