COMPANIES—RECORDKEEPING,FILING, AND DISCLOSURE

Question 1

Registers
The Companies Act 2006 requires private companies to keep the following registers:

Answer 1

*A register of members;
*A register of directors;
*A register of secretaries;
*A register of charges against the company’s assets; and
*A register of people with signifcant control (‘PSC’).

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 ofce (or in the case of the register of
director or members, at Companies House if the company so elects).

Question 2

Minutes

Answer 2

The minutes from all general shareholders’ meetings must be kept for at least 10 years and made available for the share-
holders to inspect free of charge.

Question 3

Directors’ Service Contracts

Answer 3

Copies of directors’ service contracts must be kept for at
least one year beyond each director’s service and made
available for members to inspect.

Question 4

FILINGS AT COMPANIES HOUSE

Answer 4

1. Annual Confrmation Statement (Annual Return)
2. Charges Against Company’s Assets
3. Accounts
4. Directors’ Report
5. Strategic Report

Question 5

Annual Confrmation Statement (Annual Return)

Answer 5

1. This statement confrms, annually, that the infor-
   mation held by Companies House for the company is up to
   date.
2. A company with share capital must deliver a statement of capital with the confrmation statement if there has been a change since the last confrmation statement was delivered.
3. A company must make** a ‘no change’ confrmation **statement even if there have not been any changes during the review period.
4. The review period covered by a company’s frst con-frmation statement begins on the date of incorporation and ends 12 months later.
5. It is a criminal ofence to fail to fle the confrmation statement within 14 days of the end of the company’s review period.
   EXAMPLE
   If a company is incorporated on 1 January 2021, its frst re-
   view period would end on 31 December 2021. The confrma-
   tion statement must be delivered within 14 days of the end
   of the review period, that is before 14 January 2022.

Question 6

Charges Against Company’s Assets

Answer 6

Charges against the company’s assets must be fled at Com-
panies House within 21 days of creation.

Question 7

Accounts

Answer 7

1. Private companies must send copies of their **accounts to Companies House no later than nine months after the relevant accounting reference period. For public companies, the fling period is shortened to six months.
2. Contents
   Naturally, the accounts must include the company’s regis-
   tration number and its nature (that is, whether it is public or
   private and limited by shares or guarantee). It also must indi-
   cate the part of the United Kingdom in which the company is registered. A balance sheet as of the last day of the fnancial year and a statement of proft and losses must be included. Each must give a ‘true and fair view’ of the company for the fnancial year.
3. Director Approval Requirements
   The directors must approve the accounts, verifying their
   belief that they are satisfed that the accounts give a true and fair view of the assets, liabilities, fnancial position, and proft or loss of the company.
4. Audit Report May Be Required
   Except in small companies (which are the focus of this
   outline), accounts must be reviewed by an independent
   auditor
5. Failure to fle accounts on time will incur fnancial penalties,
   can lead to possible criminal sanctions, and could result in
   disqualifcation of directors

Question 8

Directors’ Report

Answer 8

Medium and large companies (that is, companies with more
than 50 employees or turnover of about £10 million or more) must fle an annual directors’ report. This report names the
directors and states the amount (if any) that the directors
recommend should be paid by way of dividend.

Question 9

Strategic Report

Answer 9

Medium and large companies must also fle an annual stra-
tegic report. The purpose of the strategic report is to inform members of the company and help them assess how the
directors have performed their duty to promote the success of the company. This report provides a balanced and com-
prehensive view of the development and performance of the company’s business.