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Chartered Governance Institution - Foundation Programme > Module 3, Chapter 9 - Records Management, Filing Requirements and Document Retention > Flashcards

Module 3, Chapter 9 - Records Management, Filing Requirements and Document Retention Flashcards

1
Q

Where must the statutory registers be kept for inspection?

A

At the company’s registered office address or SAIL address.

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2
Q

Which registers must companies keep (at a minimum)?

A

Companies have an obligation to keep and update the:

  1. Register of Directors and Secretaries
  2. Register of Directors’ Residential Addresses
  3. Register of Persons With Significant Control
  4. Register of Members
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3
Q

What information should be included on the Register of Directors?

A
  1. Name and former names
  2. Service address
  3. Country of residency
  4. Nationality
  5. Business occupation
  6. Date of birth
  7. Date of appointment
  8. Date of resignation
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4
Q

What is the PSC Register?

A

The PSC register shows the natural person(s) who ultimately control the company, rather than a register of members which records the identity of the registered members rather than beneficial ownership.

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5
Q

Any changes made to the PSC must be notified to Companies House within how many days?

A

14 days

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6
Q

There are three types of ownership structure whose details must be entered into a company’s PSC register. List the three different types of entities that can be registered as a PSC.

A
  1. An individual person
  2. A relevant legal entity (RLE) (such as a company)
  3. A registrable person (such as a corporation sole or local authority)
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7
Q

For an individual listed as the PSC, what information should be registered with Companies House?

A
  1. The date the individual became a registrable person
  2. Full name
  3. Country/state of residence
  4. Nationality
  5. Service address
  6. Usual residential address (this is not shown on the public record)
  7. Date of birth (only the month and year is shown on the public record)
  8. The nature of their control over the company
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8
Q

For a registrable relevant legal entity listed as the PSC, what information should be registered with Companies House? List 8 types of information.

A
  1. The date that they became a registrable RLE
  2. Corporate name
  3. Address
  4. Legal form of the corporate body
  5. Governing law under which the RLE was registered
  6. Place of registration (if applicable)
  7. Registration number (if applicable)
  8. The nature of their control over the company
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9
Q

For another registrable person (such as a corporation sole or local authority) listed as the PSC, what information should be registered with Companies House?

A
  1. Date on which they became a registrable person in relation to the company in question
  2. Name
  3. Principal office
  4. The legal form of the person
  5. Law by which they are governed
  6. The nature of their control over the company
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10
Q

True or false? Listed companies are exempt from the requirement to keep a PSC register.

A

True! As they and their shareholders are already under an obligation to disclose interests in shares in excess of 3%.

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11
Q

List the three registers that many companies choose to maintain, despite it not being a statutory register.

A
  1. Register of Transfers
  2. Register of Allotments
  3. Register of Charges
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12
Q

Where should the minute books be kept?

A

Minutes of members’ meetings, which must be available for inspection, must be kept at the registered office.

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13
Q

Certain registers can be kept on the central register maintained at Companies House. List the registers.

A

The registers that may be kept on the central register are:

  1. Register of Directors
  2. Register of Directors’ Usual Residential Addresses
  3. Register of Secretaries
  4. PSC Register
  5. Register of Members
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14
Q

What is the main disadvantage of keeping registers on the central Companies House register? And how was this resolved?

A

The main disadvantage was that the private residential addresses of the directors were available on the public record. Legislation came into force in April 2018 that allows directors to apply to have this residential address information removed from the public record and provide a service address that will replace the home address.

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15
Q

Which documents must ONLY be kept at the registered office (as opposed to a SAIL address)?

A

The company minutes and resolutions and directors minutes and resolutions.

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16
Q

The Companies Act sets out prescribed timescales for updating the various statutory registers with any changes together
with any relevant notification to the Registrar of Companies. When should the Register of Directors & Secretaries, Directors’ Residential Addresses, and PSC Register be updated by?

A

Within 14 days

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17
Q

The Companies Act sets out prescribed timescales for updating the various statutory registers with any changes together
with any relevant notification to the Registrar of Companies. When should the Register of Members or Register of Transfers be updated by?

A

Within 2 months

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18
Q

The Companies Act sets out prescribed timescales for updating the various statutory registers with any changes together
with any relevant notification to the Registrar of Companies. When should the Register of Charges be updated by?

A

As required

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19
Q

The Companies Act sets out prescribed timescales for updating the various statutory registers with any changes together
with any relevant notification to the Registrar of Companies. When should the Register of Debenture Holders be updated by?

A

Within 2 months

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20
Q

True or false? Inspection of all the registers is free to members and in the case of the historic register of charges, free to
creditors.

A

True!

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21
Q

Requests to inspect the Register of Members or the PSC Register must be accompanied by what?

A

A statement identifying the person requesting the information and the purpose for which they require the information.

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22
Q

If a company denies a request to inspect the Registers, what can a person do?

A

An application may be made to the court for a direction either to supply the information or to order the company not to comply with the request. Any application to the court must be made within five days of the request being made. Due to the short timescale and costs involved in making an application to the court this is seldom used.

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23
Q

What are the main Registers & documents companies must keep available for inspection?

A
  1. Register of Directors & Secretaries
  2. Register of Members
  3. Register of PSC
  4. Minutes & Resolutions
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24
Q

For a public company, how long must the registers be available for inspection?

A

The statutory registers and other documents of a public company must be available for inspection for at least two hours
between 9.00 a.m. and 5.00 p.m. on business days.

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25
Q

For a private company, how long must the registers be available for inspection?

A

The registers and other documents of a private company must be available for inspection for at least two hours between
9.00 a.m. and 3.00 p.m. on business days.

26
Q

For private companies, they must be given a notice of inspection of the Registers. How many days’ notice must they be given?

A

The company must be given two days’ notice of inspection where such request is made during the notice period of a members’ meeting or during the circulation period of a written resolution and 10 days’ notice at all other times.

27
Q

How much does it cost for a non-member to inspect the Registers?

A

£3.50

28
Q

List documents required to be filed annually with Companies House.

A
  1. Annual reports and accounts
  2. Confirmation statements
29
Q

When must a confirmation statement be delivered to Companies House by?

A

A confirmation statement must be delivered with the information as at a date not more than 12 months
since the previous confirmation statement or the date of incorporation and must be filed within the period of 14 days
from the made up date.

30
Q

What is the purpose of a confirmation statement?

A

A confirmation statement is a document submitted to Companies House every year to ensure that your business details are up to date. The confirmation statement must confirm that any changes to specified relevant events have either already been delivered to Companies House or are being delivered with the confirmation statement.

31
Q

The confirmation statement must confirm what information is up-to-date? (Noting the confirmation statement can’t be used in place of other forms to notify changes to these certain areas).

A
  1. Registered office
  2. Appointment, termination or change to details of directors (including residential address)
  3. Appointment, termination or change to details of company secretary
  4. Change to location of statutory registers
  5. PSC register
32
Q

The confirmation statement can be used to notify Companies House of changes made to the company. List the changes that can be notified on the CS01.

A
  1. SIC code
  2. Statement of capital
  3. Trading status of shares
  4. Shareholder information
33
Q

What information is detailed in the statement of capital on a confirmation statement?

A

The statement of capital contains the following information:

  • Total number of issued shares
  • Aggregate nominal value of issued shares
  • Aggregate amounts unpaid on the nominal and (separately) any share premium on issued shares
  • For each share class
    – Narrative summary of the rights attaching to the class
    – Total number of issued shares of that class
    – Aggregate nominal value of issued shares of that class
34
Q

Which forms are used to show changes to the PSC?

A

PSC01–PSC09

35
Q

Which forms are used to show changes in officers?

A

Forms AP01– AP04 for appointments
Forms CH01– CH04 for changes to officer’s details
Forms TM01 and TM02 for resignations

36
Q

Which form is used to show a change in the Registered Office Address?

A

Form AD01

37
Q

Which form is used to show a change to the accounting reference date?

A

Form AA01

38
Q

Which forms are used to show changes to share capital?

A

Forms SH01–SH19

39
Q

Which forms are used to show changes to constitution?

A

Copy of resolution, Forms CC01–CC06, NE01–NE06

40
Q

Which forms are used to show changes to mortgages and charges?

A

Forms MR01–MR10

41
Q

Which forms are used to show changes to liquidation/administration/receivership?

A

Form RM01, RM02 and LQ01

42
Q

All forms and copy resolutions are required to be signed on behalf of the company to which they relate to confirm their
authenticity. Who may sign forms?

A

The signature may be that of a director, company secretary or authorised signatory.

43
Q

Presenter information should be included on filed forms. Why?

A

To avoid queries being sent to the registered office. This can cause delays in responding to the query which might cause a filing deadline to be missed and in the case of accounts filing incur a late filing penalty.

44
Q

Certain documents incur a filing fee. List the documents where fees are payable.

A

Incorporation documents, confirmation statements, changes of name or registration and registration of charges.

45
Q

How can filing fees be paid?

A

Fees for forms filed online can be paid by debit/credit card. Regular submitters should set up an account with Companies House which can be used for documents filed online and those filed via software.

46
Q

What are the advantages of electronic filing?

A
  1. Forms are filed and processed much quicker
  2. It is cost effective - lower filing fees
  3. Automated processing by Companies House making it time efficient
  4. Rejection rates are lower due to in-built checks, pre-population of data
  5. Security
47
Q

Broadly speaking, what are the three ways to file forms?

A
  1. Hard copy filings
  2. Electronic software filings
  3. Companies House electronic filing
48
Q

How can an individual access the WebFiling portal?

A

It requires the online registration of a username and password and then requesting an authentication code for
the company/ies for which WebFiling is to be used.

49
Q

What is the purpose of the authentication code?

A

The authentication code acts as the confirmation signature on the forms.

50
Q

What is the purpose of PROtected Online Filing service (PROOF)?

A

PROOF combats corporate identity theft by making changes of registered office or director changes only
notifiable using either WebFiling or Software filing.

51
Q

What are the late filing penalties incurred for Private Companies?

A

Up to one month late - £150
Up to three months late - £375
Up to six months late - £750
More than six months late - £1,500

52
Q

What are the late filing penalties incurred for Public Companies?

A

Up to one month late - £750
Up to three months late - £1,500
Up to six months late - £3,000
More than six months late - £7,500

53
Q

Fill in the gap. ‘The penalty is ……….. if your accounts are late two years in a row’.

A

Doubled. The penalty is doubled if your accounts are late two years in a row.

54
Q

The registrar can also fine a company for failure to file an amended copy of its articles of association. If
the company fails to comply with that notice within a period of 28 days a fine can be imposed. How much is the fine?

A

£400

55
Q

List the consequences for failure to file documents.

A
  1. Dissolution of a company
  2. Fines
  3. Prosecution of Directors
56
Q

The company’s full name as registered, place of registration, registered number and registered office must be shown on
documents. Provide 6 examples.

A
  1. Business letters
  2. E-mails
  3. Publications
  4. Cheques
  5. Orders for goods and services on behalf of the company
  6. Invoices and receipts
57
Q

True or false? The company’s full name as registered, place of registration, registered number and registered office must be shown on the company’s website.

A

True! In addition, the website must disclose the VAT number if the company is registered for VAT, regardless of whether or not
it is used to sell goods or services.

58
Q

If a company carries on business under a name which is not its registered corporate name, it must comply with the
provisions of CA2006. Explain two ways in which it must comply.

A
  1. If a company uses its business name on letters, e-mails, invoices etc, it must also provide the registered name and other statutory disclosures. Typically, the statutory information is contained in a footnote to the
    letter.
  2. Branded corporate signage on buildings is perfectly acceptable provided the registered name is also displayed. Typically,
    this is by way of a plaque near the entrance to the building.
59
Q

General Data Protection Regime (GDPR), introduced on 25 May 2018, provided that the information in the registers only includes that information which is specified in the Companies Acts and no non-statutory information is also available. What measures should be taken if the Registers contain non-statutory information?

A

Notification under GDPR is required if additional non-statutory information is kept with the statutory records. Where such
additional non-statutory information is held it is important to be able to exclude that information from any inspection by
a member or a third party.

60
Q

Companies must comply with data protection legislation regarding the storage and retention of information, registers
and other documents over long periods. What are some of the documents required to be kept on file permanently?

A
  1. Certificate of incorporation
  2. Certificate to commence business
  3. Articles of association
  4. Seal book/register
  5. Registers other than register of members (current RoM kept permanently whereas information of former members is only kept for 10 years)

Chartered Governance Institution - Foundation Programme (22 decks)

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