First Time Directors Seminar

Agenda Introduction to Companies House Making Changes and Responsibilities Benefits of Compliance verses Non Compliance Late Filing Penalties And Voluntary Strike Off 15 Minute Break Incorporation and Registering for WebFiling PROtected On line Filing Companies House Products and Services Legislative Changes (Small Business Enterprise and

Employment Act (SBEEA) Intellectual Property Office

All Company Types

Private limited (LTD) Limited by Guarantee Public Limited Company (PLC) Limited Liability Partnership (LLP) Limited Partnerships (LP) Community Interest Companies (CIC)

Differences between typesLimited, PLC Dormant LLP Memorandum & Articles Partnership Agreement

Directors 2 Designated Members

Shareholders Members

Register for Corporation Tax Register for Self Assessment

Limited by Guarantee LPMembers not shareholders 1 General Partner - Liable for debt

CIC 1 Limited Partner - Contribute amount

Approval from CIC regulator

Shareholders or Members

Benefits to the community

Making changes

Memorandum and Articles of Association Company’s rule book Call a meeting Pass a resolution File resolution and new Articles within 15 days of being passed. Change the company name Check availability of the required name via WebCHeck Service Change can be filed via website fee £8, same day fee is £30

Directors Responsibilities As a director of a limited company, the law says you must:• Try to make the company a success, using your skills, experience and judgement

• Follow the company’s rules, shown in its Articles of Association

• Make decisions for the benefit of the company, not yourself

• Tell other shareholders if you might personally benefit from a transaction the company makes

• Keep company records and report changes to Companies House and HM Revenue and Customs (HMRC)

• Make sure the company’s accounts are a ‘true and fair view’ of the business’ finances

Directors Responsibilities • Ensure no person under the age of 16 appointed (except

for LLP)• No upper age limit• Date of birth Suppression – XX / Month / Year (SBEEA)• At least 1 person (non corporate) appointed (except for

LLP) • Prohibition on appointing Corporate directors (SBEEA)

• Directors and secretaries details are kept up to date Relevant forms.. • AP01-AP04 – Appointing officers • CH01-CH04 - Service addresses for officers • TM01-TM02 – Termination

Directors Responsibilities

• Registered office address must be effective and correct on Companies House Records at all times.

• Cannot be a PO Box unless it includes a full address• AD01 - Address change• AD02 - Address notified of Single Alternative

Inspection Location (SAIL)• Records & Registers at the address listed on AD03• Company Registers 30th June 2016 • Also notified on annual return• All forms involved can be filed online

Secretary DutiesEvery PLC needs one

Private companies – it’s optional

Usual duties include: Notifying Changes Maintaining statutory registers Notifying members and auditor of meetings Providing copies of resolutions and agreements Supplying copies of company accounts

Trading Disclosures

The company name must be displayed at all:

• Places of business• Registered office

Does not apply to: • Dormant companies• Business at your home address

Trading Disclosures

All items of business stationery & communications including emails and company website must show:

Company name Place of registration Registered number Registered office address If being wound up Director information (optional)

Directors Responsibilities – (SBEEA) 6th April 2016

Directors Responsibilities - Statutory Filings

Annual Return

• Not the financial return• All companies have to file one each year • Based on your Legal Return Date• Snapshot of the Company details at this date• Must be filed within 28 days of this date• £13 filing fee online (£40 for paper filing)

Check and Confirm - 30th June 2016

Types of WebFiling Demos

Directors responsibilities- Statutory Filings

Accounts

• Companies have to file accounts each year • Whether trading, non-trading or Dormant• Most Account types can be filed online• Based on your Accounting Reference Date (ARD)• Ensure the (ARD) is shown on the balance sheet• No filing fee

Accounting Reference Date

A company can change the Accounting reference date The Accounting Reference date is based on your

incorporation date

Can be changed using form AA01

However…… Period can be shortened without restrictions But can only be extended once in 5 years - unless

bringing in line with holding or subsidiary company

Accounts filing periods

Strict filing times laid down by Parliament

•Private Co - 9 months from the accounting reference date

•Public Co - 6 months from the accounting reference date

New Companies 1st Accounting Period

•Private Company - 21 months from date of incorporation

•Public Company - 18 months from date of incorporation

Automatic penalties for being late

Joint filing

Filing your accounts online

WebFiling AccountsAlready E-enabled

Audit exemption abbreviated accounts, limited by sharesAudit exemption abbreviated accounts, limited by guaranteeDormant company accountsAudit exemption full accounts (PDF template)Micro-Entity accountsFull accounts with HMRC & CH (with abbreviated option)

Not yet E-enabled

LLP accountsPLC accountsCommunity Interest Company accountsAudited accountsAmending accounts

Benefits of filing “electronically” v paper

Filing on line Filing on paper

Quicker Time consumingCheaper CostlySecure Company Hijack Can be anywhere in the world Delays with post

Late Filing Penalties

• Civil Penalty against the company• Introduced 1 July 1992 and amended 1 February 2009• Accounts only• Accounts must be received by Registrar by due date• Penalties are doubled for filing late 2 years running• Appeals procedure • Registrar has very limited discretion not to collect a

penalty

Late Filing Penalties

Length of Period

Private Company

Public Company

Not more than 1 month

£150

£750

More than 1 month but not more than 3 months

£375 £1,500

More than 3 months but not more than 6 months

£750

£3,000

More than 6 months £1,500

£7,500Don’t Forget…

Penalties are doubled for filing late 2 years running.

Surprising Statistic

2014

Voluntary Strike-off Straight forward procedure Company not traded or changed name in last 3 months Form DS01 must be completed on paper Majority of directors must authorise application £10 fee to pay Can take 6 months and is subject to third party objections Form DS02 to stop the Strike Off Reversible process via restoration process Accelerated Strike off (SBEEA) October 2015

Glossary of terms

Annual Return The Annual Return is the snapshot of certain company or Limited Liability Partnership (LLP) information at the made-up-date.

Officers The term Officer refers to either a Secretary, Director or LLP member. The term Company Officer refers to only Secretary, Director or both.

Authentication Code Authentication Code is a 6 alphanumeric code on WebFiling which enables the submission of data for an individual company.

Ordinary Shares These are shares of the company with no special rights or restrictions. They may be divided into classes of different value.

Class of Shares The class of shares is the name attached to the shares e.g. ordinary, preference and redeemable. Bearer Shares: May 26th 2015 have been abolished.

Registered Office Address is the 'home' of the company to which all official documents, notices and court papers have to be sent by law. When a company changes the new address must be notified to Companies House on Form AD01.

Incorporation Date The incorporation date is the date the company was registered at Companies House.

SIC Code The SIC (Standard Industrial Classification) is the principal business activity of the company. A company can have up to a maximum of four SIC codes displayed.

WebFiling - Register

Keep your code safe Make sure your code isn’t easily guessable Mix letters with numbers in your code Only share your code with trusted company personnel Change your code if company personnel changes Change your code if you think the code has been

discovered Tell your agent before you change your code Use a different code for each company Don’t leave your code lying around

PROtected Online Filing

Prevent a company hijack Change the registered office address. Appoint an officer To obtain credit and goods

Once registered for the PROOF scheme these paper documents will be rejected.

AD01- Change of registered office address AP01-AP04 - Appointment forms CH01- CH04 - Change of officer details forms TM01-TM02 - Termination forms AR01- Annual Return form

Monitor Sign-Up

Legislative Changes

People with significant control (PSC) register