A company must file its annual return and company accounts at Companies House on an annual basis. In addition, it must also file information relating to non-regular events as they occur; for example changes to the appointed officers of the company, changes to the registered office or change of company name.
This responsibility falls to the officers of the company who must ensure that accurate details are maintained on company registers and filed with Companies House. Much of a company's filing may now be done electronically but paper forms can still be used.
Appointment of Directors and Secretaries
The company must keep a detailed record of the officers of the company which should be available for inspection. The details on the register include the person's name, an address for service which may be the company's registered office, their nationality, occupation and date of birth.
The above information must also be filed at Companies House. If the residential address is the same as the service address this can simply be stated on the form. The residential addresses should be maintained on a separate register which must not be revealed.
A director or secretary is appointed using form AP01 or AP03 respectively. Changes are made using forms CH01 or CH03 and terminations using TM01 or TM02. Filings may be made by post using paper forms or electronically using the Companies House WebFiling system. Filings must be made within 14 days of any change.
Change of Registered Office
Companies House must be given details of the registered office of a company. If the registered office changes then this can be notified to Companies House using form AD1.
If the company records are kept at an address other than the company's registered office Companies House must be notified using form AD02. Changes to this address must be notified using form AD3.
Change of Company Name
A company name is normally changed by special resolution. However, other also methods exist; in particular there is a new method that enables the company name to be changed by provision in the company's articles. To make the required change using either of these methods forms NM01 or NM04 must be filed respectively. Companies House has the facility to make changes of name on the same day.
The relevant filings must be accompanied by a fee which varies according to whether the electronic service or paper service is used – currently £8 or £10 respectively. Same day filings are £30 or £50 respectively.
Rollingsons has lawyers experienced in handling company secretarial work; if you need advice or help with company filings please contact James Crighton via e-mail jcrighton@rollingsons.co.uk or by phone on 0207 611 4848.
In addition to its regular annual filings a company must also file information relating to non-regular events as they occur. This responsibility falls to the officers of the company who must ensure that accurate details are maintained on company registers and filed with Companies House. Much of a company's filing may now be done electronically but paper forms may still be used.
Resolutions
Resolutions are effectively decisions that require the consent of the shareholders of a company. There are generally two types of resolution: an ordinary resolution and a special resolution. The difference lies in the weight of voting required to pass the resolution – 50% or more for an ordinary resolution, 75% or more for a special resolution.
Resolutions must be circulated to all members and are then voted on at general meetings either by a show of hands or by a poll. General meetings require 14 days notice for private companies and 21 days notice for public companies. Non-present members may appoint a proxy to vote on their behalf at the meeting. A company must keep records (minutes) of the meetings at which resolutions are proposed and passed for 10 years.
Copies of special resolutions must be lodged with Companies House within 15 days of being passed.
Allotments
When a company is incorporated, the original members must subscribe to its shares. They are known as subscribers. If a company subsequently wishes to increase the number of shares held by its members or to grant shares to additional members this is known as an allotment.
When an allotment is made this will increase the share capital of the company and Companies House must be informed of this change using form SH01. Information included on the form is a statement of capital of the company, the amount paid and unpaid on the shares and any other consideration given for the shares, if applicable.
Charges
Charges are given by companies as security for loans and must normally be registered at Companies House using form MG01; other forms exist for specific types of charges. The original charge and the relevant form must be sent to Companies House within 21 days of the creation of the charge. Registration is particularly important in order to protect the charge-holder's interest.
If part or the whole of the charge is paid off then form MG04 must be delivered to Companies House.
Rollingsons has lawyers experienced in handling company secretarial work; if you need advice or help with company filings please contact James Crighton via e-mail jcrighton@rollingsons.co.uk or by phone on 0207 611 4848.
