With the internet and online company formations being readily accessible it is very easy to incorporate your company online. However, many people do this without fully realising the responsibilities that accompany that simple online form! Much of what is discussed below may have been covered by your incorporation agent if you used an online or outsourced company, however, it is vital that company Directors have knowledge of the points discussed.
After forming a company in the UK the directors have a number of immediate responsibilities in regard to the newly registered company. Share certificates should be issued, statutory registers implemented and updated, affixing the company name and noting critical dates to avoid penalty fines and the implementation of a financial control system.
After the UK limited liability company formation documents have been submitted to Companies House to register the new company Companies House will then send notification to the new registered office that the new company has been incorporated with the Certificate of Incorporation. Following confirmation that the new company has been formed the directors need to take a number of actions to start the new company on the correct footing.
Statutory Books and Registers
Following the company formation the directors have a legal responsibility to keep a set of statutory registers on behalf of the limited liability company, known as the statutory books. The statutory books to be kept include a statutory register of the appointed directors and their interests, a statutory register of members and a statutory register of charges on the company assets. The majority of company formation agents provide templates for the statutory registers
The statutory register of directors should include the full names and addresses of the directors which can be entered from the Companies House form 10 details originally submitted to Companies House when the new limited liability company details were submitted for registration. In addition the director interests should be included such as other directorships and specific interests in any company assets.
The statutory register of members is a list of the company shareholders which will include the original subscribers to the memorandum of association. This statutory register of shareholders should state the name and address of the shareholder, the number of shares issued stating the class of share if different classes are issued and the date when those shares were issued. The date the shares were issued to the subscribers to the memorandum of association would be the date the company was incorporated.
It is a legal requirement to keep a statutory register of any charges, mortgages and debentures that have been contracted by the company. The company statutory books should also include the details of any assets which are the subject of those charges.
After the company has been incorporated the newly formed company should issue to its shareholders a share certificate is prima facia evidence of the ownership of those shares. There is no prescribed convention for the design of the share certificate which is an internal corporate affair. The details entered on a share certificate would be the company name, shareholder name, registered office of the company, class and number of shares with the share certificate normally signed by the issuing authority such as the company secretary.
Disclosure of the Limited Company and Name
Under the Companies Act 1985 each company must paint or affix the company name conspicuously on the outside of every office and place of business even if this is the home of the director. The company must also state its name legibly on all company business letters, order forms, official publications, cheques, orders, invoices, monetary notes and receipts and on all websites.
In addition companies must also state its place of registration e.g. registered in England and Wales or registered in Scotland and the company registration number on all business letters, order forms and websites. A company does not have to show its directors names on business letters but if it chooses to do so then all the director names must be shown. A business letter must show every directors name or none.
Every year Companies House will send an annual return to the company registered office with the corporate details pre-printed. This annual return is known as the shuttle form and should be signed and returned to Companies House within 28 days confirming the details are correct also enclosing the annual filing fee of thirty pounds. In recent years Companies House will automatically send an online authorisation code instead of the usual paper form. This code can be used to file the annual return online. Filing the return online is quick and simple and costs £15 instead of the £30 that it costs to file by paper.
Any new details or changes to the information contained on the form should be advised to Companies House on the appropriate document such as changes in registered office or directors. In many cases particularly for small limited companies there are no changes and the form can simply be signed and returned or submitted online. It is important that the annual return is returned as failing to do so can and does trigger a process that would lead to the Company being listed in the London Gazette and eventually dissolved with various penalties to the directors who failed in their responsibilities. If you are unsure of how to do this you could use a company secretarial service such as the one that Mazuma offers to take care of this submission for you.
A company must both keep company accounts which start on the day of incorporation, the initial shares having been issued and paid on that day and also maintain a satisfactory system of financial control. This is where getting an accountant become a good idea! Unless the accounting reference date is changed and notified to Companies House the first financial year end will be what is termed the accounting reference date which is the last day of the month 12 months after the date of incorporation or within 7 days of this date and the company accounts have to be made up to this date.
The company accounts year end date can be changed by the company only if application is made to notify that change before the notified filing date for the accounts. To notify a change of accounting reference date applicants use Companies House form 225 which is available free of charge from the website.
You will be sent a CT41G form by HMRC requesting new company details. This must be returned promptly, or you must advise HMRC if the company is to remain dormant.
Mazuma offer a variety of services to relieve the burden of bookkeeping, accounts and company secretarial duties. Please take a look around our website or get a quote to see how we can help you.
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