Chapter 9: Companies - Recordkeeping, Filing, and Disclosure Flashcards
What obligation comes with the benefit of limited liability status for companies and shareholders?
An obligation of transparency as regards certain company information and its financial affairs.
Certain information is required to be made publicly available to enable anyone interested in investing in the company to find out relevant information to facilitate their investment decision.
What registers must private companies keep?
The Companies Act 2006 requires private companies to keep the following registers:
i. register of members,
ii. register of directors,
iii. register of secretaries,
iv. register of charges against the company’s assets, and
v. a register of people with significant control.
What is required of the registers of a private company?
The registers are required to be kept available for inspection by members (for free) or the general public (for a fee) at the company’s registered office (or in the case of the register of director or members, at Companies House if the company so elects).
How long must minutes from all general shareholders’ meeting be kept for?
Must be kept for at least 10 years + made available for the shareholders to inspect free of charge.
How long must directors’ service contracts be kept?
Copies of directors’ service contracts must be kept for at least 1 year beyond each director’s service + made available for members to inspect.
What is an annual confirmation statement?
Company is required to submit an annual confirmation statement to CH.
Statement confirms, annually, that the information held by Companies House for the company is up to date.
When must a company deliver a statement of capital with the confirmation statement?
A company with share capital must deliver a statement of capital with the confirmation statement if there has been a change since the last confirmation statement was delivered.
What is required re annual confirmation statement if no changes have taken place at the company?
A company must make a ‘no change’ confirmation statement even if there have not been any changes during the review period.
What is the review period covered by a company’s first confirmation statement?
The review period covered by a company’s first confirmation statement begins on the date of incorporation and ends 12 months later.
What is the effect of failing to file the confirmation statement?
It is a criminal offence to fail to file the confirmation statement within 14 days of the end of the company’s review period.
When must charges against a company’s assets be registered?
Charges against the company’s assets must be filed at Companies House within 21 days of creation.
What does the Companies Act 2006 require re accounts?
The Companies Act 2006 requires the preparation and filing of accounts with Companies House, with more relaxed requirements as to what is required to be filed for small companies.
When must private companies send copies of their accounts to Companies House?
Private companies must send copies of their accounts to Companies House no later than 9 months after the relevant accounting period.
When must public companies send copies of their accounts to Companies House?
The filing period is 6 months after the relevant accounting reference period.
What is the effect of filing accounts are Companies House?
Once filed, the accounts are a matter of public record + are searchable on the Companies House website.
What director approval requirements are there for company accounts?
The directors must approve the accounts, verifying their belief that they are satisfied that the accounts give a true + fair view of the assets, liabilities, financial position, and profit/loss of the company
What are the contents of the accounts?
- Company’s registration number,
- Company’s nature (public/private and limited by shares/guarantee).
- Indicate the part of the UK in which the company is registered,
- A balance sheet as of the last day of the financial year, and
- A statement of profit and losses
Each must give a ‘true and fair view’ of the company for the financial year.