Filing Requirements and the Company's Officers Flashcards
Filing and admin
What are the filing requirements in relation to shareholder resolutions?
Copies of special resolutions must be filed at Companies House.
Copies of certain ordinary resolutions must be filed.
Filing and admin
What internal documents need to be kept up-to-date?
The statutory books. These include:
- Register of members
- Register of directors
- PSC Register
The company must also keep board minutes, minutes of general meetings and written resolutions for ten years.
When advising a client on the company procedure, ensure you remind them of their filing obligations, the need to maintain the registers and minutes. Failure = criminal offence.
Filing and admin
Where are the company’s internal documents kept?
- At the registered office; or
- At a Single Alternative Inspection Location (SAIL), provided Companies House has been notified of the SAIL address (form AD03).
Accounting requirements
What are the responsibilities of directors regarding annual accounts?
- Ensuring that adequate annual accounts are produced, giving a true and fair view of the state of affairs.
- Producing a directors’ report to accompany the accounts, unless the company is a “small company or “micro entity”.
Accounting requirements
What conditions define a “small company”?
- Balance sheet of £5.1 million or less
- Turnover of £10.2 million or less
- No more than 50 employees in a financial year
Accounting requirements
What are the filing deadlines for accounts in private and public companies?
- Private company: 9 months from the end of the accounting reference period
- Public company: 6 months
- Newly incorporated company: Option to file within 3 months
Company Officers: the secretary
What are the requirements for notifying the Registrar of Companies about the appointment, resignation, or change in particulars of a secretary?
- Appointment: Notify within 14 days using form AP03 (AP04 for corporate secretary)
- Resignation: Notify within 14 days using form TM02
- Change in particulars: Notify within 14 days using form CH03 (CH04 for corporate secretary)
Note: private companies are not required to have a Company Secretary, but public companies are.
Company Officers: the secretary
What are the administrative requirements in relation to the secretary?
A company that has a secretary must keep a register of secretaries.
Private companies can elect to keep information about the secretary on the central register at CH.
Company Officers: the secretary
What authority does a secretary have regarding contracts?
How are secretaries appointed following incorporation?
How are secretaries removed?
- Apparent authority to enter administrative contracts, but not trading contracts.
- Board resolution.
- Board resolution or resignation.
If the articles do not provide a power to appoint, the directors can appoint under MA 3 of the Model Articles.
Company Officers: the auditor
What is the main duty of an auditor?
To prepare a report on the annual accounts to be sent to shareholders.
Company Officers: the auditor
What does the auditor’s report contain?
Must state whether, in the auditor’s opinion, the accounts:
- have been prepared properly;
- give a fair and true view.
Under what conditions are “small companies” and dormant companies exempt from statutory audit requirements?
“Small companies”: exempt from statutory audit requirements.
Dormant companies: permitted to file abbreviated accounts and are exempt from audit.
What are the criminal offences related to an auditor’s liability?
- Knowingly or recklessly including misleading, false, or deceptive material in the report
- Omitting statements from the report
