Company Formation Administration

Question 1

Company records

Answer 1

Any register agreement minutes accounting records or other documents that must be kept by the companies act

Company required to keep
Register of members
Register of directors and company secs
Register of people with significant control (>25% shares/voting rights)

Register of directors residential addresses (protected)

Copies of directors service contracts and indemnity provisions

Records of resolutions and minutes of members and directors meetings (for ten years)

Directors statement and auditors report

Register of charges and copies of charges

Question 2

Requirement to keep copies

Answer 2

Company required to keep copies of the company’s articles and certain other documents of constitutional importance

Required to keep a register for debenture holders but must comply with provisions concerned with its availability for inspection

Question 3

Registrars register

Answer 3

Certificate of incorporation

Trading certificate (if public)

Certificates of registration charges

Info contained in documents delivered to registrar in accordance with any statutory provision, including annual accounts and return, special and some ordinary resolutions and change of directors

Subject to exceptions in companies act (s 1087), any person has the right to inspect the register and, with a payment of a fee to require any material on the registry

Exceptions :

Protected info of directors addresses

Contents of any charges

Question 4

Accounts and reports

Answer 4

+Accounting records- adequate records that are sufficient to show the financial position at any time with reasonable accuracy

+Annual accounts- must give true and fair view- must be approved and signed on behalf of board of directors

+Directors report- names of directors, principal activities of company, statement that auditor is not unaware of any relevant audit info

+Directors remuneration report - quoted companies - subject to members approval

+Auditors report- identify accounts audited and framework applied, scope of audit, opinion on true and fair view, directors report consistent with accounts

+Confirmation statement- submitted by all companies at any time no more than 12 months between submissions, includes :

• address of companies registered office
• address (if different) where register of members or debenture holders is kept
• company type and principal business activities
• total number of issued shares, aggregate value and amount paid up on those shares
• total number and rights for each share class
• changes in people with significant control
• particulars of members, and those who ceased being members since last return
• number of shares of each class held by members
• particulars of directors and where applicable secretaries

Strategic report- (performance,position,risks)
-companies act 2006- large and medium sized companies

Companies (miscellaneous reporting) regulations 2018- these regulations introduced new reporting requirements such as disclosures on engagements with employees, suppliers and customers

various statements must be made :
-Directors confirm they have had regard to their statutory duty to promote the success of the company

• statement of corporate governance arrangements
• disclosures on remuneration

Companies (directors report) and limited liability partnerships (energy and carbon report) regulations 2018:

• emissions, energy consumption and energy efficiency
• only applies to quoted companies, large unquoted companies and large LLPs

Question 5

Admin with accounts and reports

Answer 5

Non compliance with these provisions may make the company and any relevant officer liable to a fine and potentially imprisonment

Filed with registry within 9 months (PRIVATE) or 6 months (PUBLIC) after end of relevant accounting period

Less stringent regime on small and medium sized companies

Micro entities also have the option to take certain exemptions such as presenting very basic SOFP and PandL without notes

Question 6

Micro and small companies

Answer 6

Private companies

Two or more of the following

Turnover - micro (623k or less) small (10.2 m or less) medium (36m or less)

Balance sheet - 316k or less, 5.1m or less, 18m or less

Employees-10 or less, 50 or less, 250 or less

Question 7

Audit requirements

Answer 7

Companies exempt from Audi -micro and small (not insurance or banking)

• Dormant companies (not insurance or banking)
• Non profit subject to public sector audit
• Subsidiary companies who’s parent guarantees their liabilities outstanding at the balance sheet date

Auditor must be appointed for each financial year by directors or members passing an ordinary resolution

His remuneration should be fixed by those appointing him

He has right of access at all times to books and accounts

Duty to carry out proper investigation

Anyone who knowingly or recklessly causes an auditors report to include any misleading, false or deceptive matters commits an offence punishable by a FINE

Question 8

Company secretary

Answer 8

Plc must

Private may

Is an officer of company and faces same potential liability as director

Functions- convening meetings, issuing agendas, drafting minutes also responsible for maintaining statutory registers including the filing of documents

Authority to bind the company on express, implied authority on admin contacts but NOT:

Buying land
Borrowing money
Doing acts undertaken by directors