Chapter 8: The Regulators and Disclosure

Question 1

Why is it important for documents to be filed on time?

Answer 1

To avoid fines and criminal charges.

Question 2

What are the benefits of using electronic communications for filing documents with CH?

Answer 2

• automatic validation and acknowledgement
• quick and simple
• cheaper than post

Question 3

What are the requirements for documents submitted to CH on non-CH forms?

Answer 3

They must comply with CH standards, including:

• plain white paper
• matt finish
• A4 etc

Question 4

What is PROOF, and why should a company consider it?

Answer 4

The PROtected Online Filing service. This provides additional layers of security to prevent fraud.

Question 5

If an error is discovered in information provided to the Registrar of Companies, will correcting erroneous information remove it from the public record?

Answer 5

A replacement form can often be filed, provided it is accompanied by RP01. However, the original erroneous information forms part of the public record and will remain in the public domain.

Question 6

When must a confirmation statement be made?

Answer 6

By the “confirmation date”, one year after the previous confirmation.

Question 7

How can the submission date of a confirmation statement be changed?

Answer 7

By filing an earlier confirmation, which then becomes the new confirmation date. A company can do this as many times as it wishes, provided it always files within 12 months of the previous confirmation.

Question 8

What information must be included in a confirmation statement?

Answer 8

• details of PSCs
• statement of share capital
• changes in registered office, directors or secretaries
• changes in shareholder information
• changes to business activities or Standard Industrial Classification (SIC)

Question 9

Is the confirmation date the same as the accounting reference date?

Answer 9

No, these two dates are separate and not linked.

Question 10

What registers must registers be kept to comply with CA 2006?

Answer 10

• register of members
• register of charges
• books containing minutes of the company and directors meetings
• accounting records
• register of directors and secretaries
• register of directors’ residential addresses
• register of PSCs
• register of interests (if public)

Question 11

Who may inspect the register of members?

Answer 11

Only a member may inspect free of charge - any other person will be charged a fee.

Question 12

How is a company entitled to object to a request to obtain a copy of the register of members?

Answer 12

It must apply to the court on the basis that the request is not for a proper purpose.

Question 13

What are the main implications of SBEE2015?

Answer 13

• companies may keep certain information with CH, instead of at their premises.
• companies must keep a PSC register

Question 14

Define a Person with Significant Control.

Answer 14

A natural person who meets one of 5 requirements to be PSC:

• owns 25% of company shares
• holds 25% of voting rights
• can appoint or remove a majority of directors
• can influence significant control over the company
• can influence significant control over a trust or firm who itself meets one of the above requirements.

Question 15

What information may a private company elect to keep with CH instead of on their own registers?

Answer 15

• register of directors and secretaries
• register of directors residential addresses
• register of members
• register of PSCs

Question 16

What does the CA define as a “proper purpose” for inspecting the register of members?

Answer 16

CA does not define “proper purpose” and instead leaves judgement to the courts.

Question 17

Explain the purpose of the Mailing Preference Service.

Answer 17

A voluntary organisation consisting of major marketing organisations which prevents receipt of junk mail.

Question 18

What information should the register of charges contain?

Answer 18

• description of property charged
• amount of the charge
• names of persons entitled to the charge