COMPANY ADMINISTRATION: THE BASICS. COMPANY RECORDS & FILES
A company is a legal person with the numerous obligations to a variety of persons and organizations to make available its records. This includes those with "internal" rights (shareholders, creditors and auditors) as well as those with "external" rights whose numbers grew from 159 in 1979 to 300 in 1999, according to the Federation of Small Business. In addition, there are many other records which need to be preserved for various lengths of time. Certain specific records relating to company administration must be kept at your registered office or such other location as is notified to the Companies Registry. They may be written, printed or in machine-readable form. Some aspects of the company's affairs are a matter of public record and the Companies Registry must be informed of certain events - failure to comply can result in directors being penalised up to £5,000.00 for late filing. Forms for making filings and notes for guidance are available from the stationery section of the Companies Registry.
As a limited company owner you would pay yourself a salary which is subject to PAYE and you will have to complete a Self Assessment tax form each year to assess whether any other tax is due from company benefits etc. You must also deduct PAYE from all employees. Limited companies have a responsibility to deduct NI from all employees - including directors - and also pay Employers National Insurance - ENI. This in effect doubles your national insurance contributions and is one of the most overlooked areas when forming a limited company.
Annual General Meetings (AGMs) - limited companies must give its members and accountants 21 days' notice. Other meetings - for limited companies the notice period is 14 days. For unlimited companies, it is seven days. When important decisions have been taken at meetings, Companies House has to be notified within 15 days.
Keeping official records for the company. Companies must keep official records ("registers") of: shareholders and the shares they own; directors and secretaries; directors' other commercial interests; loans or other obligations that affect the company's financial health; who, other than the registered owner, has an "interest" in the shares - if it's a public company.
Making records accessible. Some people must be sent particular company records, others are entitled to look at them. The following lists the rules that you must follow: you must send company accounts to company members and some other key people at least 21 days before the meeting where they are due to be approved. Anyone can ask to inspect your company's register of members. Members of your company are entitled to inspect and have copies of the minutes of the general meetings. Only directors are entitled to see minutes of directors meetings - but others may ask for copies of a particular meeting.
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REGISTERS & FILING IN RELATION TO SHARES
Status of the Register of Members: A company must keep a register of members and enter on to it specified particulars i.e. shareholders' identity, address and holdings and when they were entered on or left the register. The person named in the register of members is the only person entitled to vote or receive dividends. The register of members is the definitive record of the shareholders entitlement to shares and must be kept up to date. It must also be open to public scrutiny by shareholders (free) or any one else (for a fee).
Registered Shareholders and Other Interests in the Shares: the register of members makes no reference to, and takes no account of, those who may have a secondary interest in the shares, e.g. someone to whom the shares have been offered as security for a debtor, or someone for whom the shareholder holds the shares on their behalf (a beneficiary). Whilst you need not look behind the register of members, you have a right to do so if you wish by calling for the identity of the owner of shares held by a nominee.
Alternatively, where a bank has a charge over the shares, the share certificates may be deposited with the bank and the bank may notify you of its rights and request (or obtain a Court order to ensure) that no dealings in shares are registered by the company without the bank being notified beforehand.
Other Registers in Connection with Shares: when shares are first allotted to a shareholder, this must be recorded in a register of allotments. Subsequent transfers of shares must be registered in a separate register of transfers. Both procedures will necessitate appropriate changes being made to the register of members.
Filings with the Companies Registry: the Companies Registry must be notified of various matters relating to shares including: an increase in share capital; an allotment of shares; a resolution varying the rights of a class of shares; redemption of shares and any other shareholders resolutions in relation to shares and shareholdings other than an ordinary resolution. Share transfers need not be notified to the Companies Registry but will need to be taken into account when the next annual return of the company is filed.
REGISTERS & FILING OF CHARGES & DEBENTURE HOLDINGS
Keeping Registers: where there is a charge on your business as a security for its debts or where you have issued debentures or similar instruments, a register of charges must be maintained at your registered office. A register of debentures need not be kept but if it is maintained, the rules laid down for the register of members apply equally to the register of debentures.
Notifying Charges to the Companies Registry: you are required to notify the Companies Registry of details of charges on your company within 21 days of their creation (using Form 395, together with the prescribed fee). If you do not do so, the security will be unenforceable. The time limit is strict. If you miss it, you need a Court order to permit late filing. In notifying such charges, great care is necessary to ensure that Form 395 is completed and filed, properly and promptly, preferably well within 21 days of creation, as any mistakes other than clerical errors must be rectified within the 21-day period.
Where your company has wholly/partly paid off a debt secured by a charge, the Companies Registry should be advised of this fact by means of standard Forms 403a/403b (respectively) which include a statutory declaration that the debt secured has been satisfied. Otherwise the charge will appear to anyone searching the Companies Registry for your company.
REGISTERS & FILING WITH RESPECT TO OFFICERS
Register of Directors: a register of directors and the company secretary must be maintained showing the details of directors and the company secretary and recording any changes such as appointments and resignations.
Directors' Interests: a separate register must be maintained showing the directors' interests in shares and in other company securities. For the purpose of the register of directors' interests, directors includes - connected persons such as immediate family and companies owned by those directors. Appointment and Resignation of Officers: it will also be necessary to file details of appointments and resignations of the directors and company secretary with the Companies Registry (Forms 288a, 288b and 288c).
ACCOUNTING RECORDS & FINANCIAL FILINGS
Accounting Records: if yours is a private company, you must keep your accounting records for at least three years and in the case of a public company, for six years. These records must be sufficiently detailed to disclose your company's financial position at any time. Audited accounts must be prepared and filed with the Companies Registry within ten months after the accounting reference date for private companies, and seven months in the case of public companies. Strict fines are imposed for late filing.
If your company has turnover of less than £1 million (£350,000 for financial years ended prior to 26 July 2000), assets of less than £1.4 million and is not a public company (or part of a group which includes a public company) it can be exempt from audit requirements unless a 10% shareholder objects.
Annual Return and Tax Return: in addition, your company must file an annual return (Form 363) with the Companies Registry every twelve months showing the current directors, company secretary and shareholders, details of charges or debentures issued and where the various company registers are held. The Companies Registry now initiates the procedure by sending you an annual return form based on the previous year's information which then only requires you to update the return as appropriate. Statutory accounts must be prepared for the purpose of establishing your company's tax liabilities and a return must be filed with the Inspector of Taxes.
RECORDS OF MEETINGS WITH RESPECT TO OFFICERS
Your company is required to keep at its registered office (or such other place as is notified to the Companies Registry) records of meetings of the shareholders and of the directors and of written resolutions passed in the absence of such meetings.
Any resolution at a shareholders meeting, other than an ordinary resolution dealing with routine business, is likely to require notification to the Companies Registry. Board resolutions do not need to be filed at the Companies Registry. In general terms, whenever you need to file a resolution with the Companies Registry, it must be done promptly.