. Directors' Responsibilities: a person can be a director without necessarily bearing the title. A shadow director is defined as 'a person in accordance with whose directions or instructions the directors of the company are accustomed to act'. Non-executive directors are directors for all purposes of the Companies Act and carry all relevant responsibilities. All private companies need only one director. Any changes of directors must be notified to the Registrar of Companies within 14 days.
The basic duties of a director of any UK company are laid down in Company Law. Directors must act bona fide in the interests of the company and must not exercise their powers for any collateral purpose. A director must not place himself in a position where his duty to the company and his personal interests conflict and he must not profit from his position as a director. In addition, a director must exercise reasonable care and such skill as might reasonably be expected of a person of his knowledge and experience.
Directors' duties in respect of company accounts are stringent and comprehensive. Directors are responsible for preparing a profit and loss account and a balance sheet, ensuring that proper accounting records are kept and taking all possible steps to ensure that the accounts show a true and fair view. This is reflected in the 'Statement of Directors' Responsibilities' which has to be attached to the statutory financial statements.
We supply expert advice in navigating English legal and business systems helping you to start a business and to register your firm in England, Scotland, Northern Ireland and/or the Republic of Ireland. If you have an idea for a business, we can also assist you in start-up your new business directly in the UK from the ground up. In the UK, you must register your business, which we can do for you. Let us know how we can help.
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Further information
Every English and Scottish private company must have at least one director. There is no limit to the number of directors allowed. The directors are responsible for the management and day to day operation of the company and have a duty to be aware at all times of the company's financial situation. The Companies Act lays down strict rules regarding the duties and conduct of directors, and it is worthwhile investigating such rules upon taking any such appointment. Acting as a director is a serious issue, and you should not consider doing so unless you will be fully aware of the company's activities. Details can be provided free of charge from ourselves or from Companies House.
Most executive directors have specific and recognisable managerial roles in the activities of the company (e.g. Finance Director, Personnel Director, Sales Director, etc.), which indicates that as a director, the person has responsibility for the activities of that particular discipline.
This, however, can lend itself to the misunderstanding (or myth) that, as a director and in Board Meetings, a person is required only to look after the interests of their particular discipline. But Board membership involves a holistic responsibility for the entire company which may mean the interests of a particular department must be subordinated to the interests of the whole. In addition, of course, all directors assume a full range of duties and responsibilities under ever-increasing legal requirements.
Annual business accounts are, of course, still very important as they are required by the taxation authorities and often requested by banks and other lenders. It goes without saying that we are well capable of producing annual accounts for virtually any type of business - sole trader, partnership, limited company and so on. We handle small and medium sized businesses as well as specialised areas including charities and pension funds.
We advise in all areas of company taxation including Self-Assessment, Dividend and Tax Planning, Corporate, Personal, Capital and Inheritance Taxes. It is a statutory requirement for all companies to submit financial statement to Companies House within 10 months after the accounting year end. We provide a full accounts preparation service and can ensure submission to the appropriate bodies by the required deadline. If you want to become familiar with the description and the contents of England company formation packages, offered by Coddan CPM LTD and to find above, what kind of service is included in this or that British companies incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within Great Britain, please, select the package you need from the list, situated below the banner.
The information in the banner will be renewed according to the package you've chosen. The basic document package we provide will not differ significantly from that available at a major corporate law office.
Your company year end accounts need to be filed with Companies House within ten months of your company's year end. A company can appeal if their accounts are delivered late only if exceptional circumstances are responsible for the delay. For example, this may include a tragedy within a sole-traders family or an accident at the workplace that has destroyed important accounting documents. Accounting reference dates (ARD). The ARD is the financial year-end. It is also the date that determines when accounts are due for delivery to Companies House. Every company has an ARD. Companies House must be told in advance when the date is about to be changed.
It can be costly if you forget to tell us and prepare accounts to the wrong date. If you do, we will refuse registration of the accounts and you will have to prepare fresh accounts to the ARD held on record at Companies House. Preparing and filing accounts. There are deadlines by which accounts must be prepared and delivered to Companies House. If you miss the deadline an automatic penalty will be levied, without exception. So it is important that you, your accountants and your auditors are aware of the filing deadline. Content of accounts. This booklet cannot tell you how to prepare company accounts - your accountant has specialist knowledge of this. But it will tell you what documents make up a set of accounts, what exemptions you may be able to take advantage of, and whether you will need to appoint an auditor.
Nominee Secretary Service for Public Records for one year: Nominee Secretaries do not usually have an active role or function in the actual business of the company. The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings. Coddan will act as Nominee Company Secretary for limited companies on an annual basis. This service is primarily designed to help people keep non-trading companies fully compliant with the law. It does not perform any secretarial duties, and does not become involved with operations of the company in any way. If signatures or verification documents are required extra charges will apply. Preparation and submission of the Annual Returns (payable fee additional).
Economy Plan
£ 75.00
Renewal fees from £75.00
Nominee Secretary For Sole Director Company: The nominee services can be used to maintain anonymity or simply provide an additional officer to comply with the legal requirements. Nominee Secretaries do not usually have an active role or function in the actual business of the company. The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings. Coddan will act as Nominee Company Secretary for limited companies on an annual basis. It does not perform any secretarial duties, and does not become involved with operations of the company in any way. The nominee secretary's signature on the forms to open a bank account (no extra fee). If signatures or verification any other documents are required extra charges will apply. Preparation and submission of the Annual Returns (payable fee additional).
Premier Plan
£ 150.00
Renewal fees from £150.00
Nominee Secretary For Trading Companies: Nominee Secretaries do not usually have an active role or function in the actual business of the company. The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings. Coddan will act as Nominee Company Secretary for limited companies on an annual basis. It does not perform any secretarial duties, and does not become involved with operations of the company in any way. We will complete and file the Annual Return on behalf of your company. This will include the fees for the filing of the official documentation. The nominee secretary's signature on the forms to open a bank account (no extra fee). Our Company Secretary fee covers the cost of reasonable handling of official company documents, which will be sent via the normal postal service. If signatures or verification any other documents are required extra charges will apply.
Legal Requirements
A company secretary's typical work activities: Organising, preparing agenda for, and taking minutes of, meetings. Dealing with correspondence before and after meetings, collating information, writing reports, ensuring decisions made are communicated to the relevant people. Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action. Developing company contracts. Managing insurance and property issues. Developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal and statutory requirements. The company is bound by any document expressed to be on behalf of the company and signed by a Director and the Secretary or two Directors (s. 36A Companies Act 1985).
The following offers a brief guide to the structuring of a British limited company. This does not set out to explain the complexities of company law, nor do we intend to set out a full list of the responsibilities of the company director. We do, however, aim to give the uninitiated some basic information to assist in the important decisions concerning the appointment of company officers and other matters when setting up a company for the first time.
Every English and Scottish private company must have at least one director. There is no limit to the number of directors allowed. The directors are responsible for the management and day to day operation of the company and have a duty to be aware at all times of the company's financial situation. The Companies Act lays down strict rules regarding the duties and conduct of directors, and it is worthwhile investigating such rules upon taking any such appointment. Acting as a director is a serious issue, and you should not consider doing so unless you will be fully aware of the company's activities. Details can be provided free of charge from ourselves or from Companies House.
Your main responsibility will be to supply information about the company's affairs to the insolvency practitioner or official receiver. Most of your responsibilities for managing the company will cease. You may, however, be asked to help, for example, with the sale of assets.
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OFFICIAL RECEIVER'S REQUEST FOR STATEMENT OF COMPANY'S AFFAIRS
When the court has made a winding-up order, the official receiver may require some of the following people to submit a statement as to the company's affairs: people who are or have been officers of the company; people who have taken part in the company's formation within one year of the winding-up order or date of appointment of a provisional liquidator; people who are in the company's employment or have been within its employment within that year, and are, in the official receiver's opinion, capable of giving the information required; and people who are or have been within that year officers of, or in the employment of, a company which is, or within that year was, an officer of the company.
These persons have 21 days in which to provide a statement, verified by affidavit, which shows: particulars of the company's assets, debts and liabilities. The name and addresses of the company's creditors. The securities held by the creditors. The dates when the securities were given; and such further or other information as may be prescribed or as the official receiver may require.
PUBLIC EXAMINATIONS
Where a company is being wound up by the court, the official receiver may apply to the court for public examination of any person who: is or has been an officer of the company; or has acted as liquidator or administrator of the company or as receiver or manager; or has otherwise been concerned, or has taken part in, the company's promotion, formation or management. The official receiver must make an application for a public examination of any of the above if requested to do so by one-half in value of the company's creditors or three-quarters in value of the company's contributories.
INVESTIGATION OF CRIMINAL OFFENCES IN RELATION TO A COMPANY
If, in the course of either a voluntary or a compulsory winding up, it appears that any past or present officer, or any member, has been guilty of an offence in relation to the company for which he is criminally liable, the following consequences may ensue. In the case of a winding up by the court, in which the court uncovers the suspected offence, it may direct the liquidator to refer the matter to the Director of Public Prosecutions (DPP) or, in Scotland, the Lord Advocate. If it is the liquidator (and not the official receiver) who uncovers the suspected offence, he must report the matter to the official receiver.
A liquidator in a voluntary winding up must report suspected criminal offences to the DPP or Lord Advocate and facilitate the investigation of the offence. The DPP, etc. may then refer the matter to the Secretary of State, who must then investigate the matter further. If it appears to the court in the course of a voluntary winding up that any past or present officer of the company, or any member of it, has been guilty of a criminal offence in relation to the company, and no report has been made to the DPP or Lord Advocate by the liquidator, the court may direct the liquidator to make such a report on the application of any person interested in the winding up or on its own motion. The Director of Public Prosecutions may then refer the matter to the Secretary of State.
UNITED KINGDOM LIMITED COMPANY DIRECTORS DUTIES AND RESPONSIBILITIES
Whilst ultimate responsibility for corporate legal compliance generally rests with the directors, every company must also have a company secretary. Company secretarial responsibilities normally include the administration of meetings, the maintenance of the company's administrative records and the registration of share dealings. However your company may also choose to allocate additional legal compliance responsibilities to the company secretary. Hence in addition to basic secretarial compliance duties, other matters including the supervision of accounting, tax, pension and insurance affairs may also come within the secretarial function.
Most executive directors have specific and recognisable managerial roles in the activities of the company (e.g. Finance Director, Personnel Director, Sales Director, etc.), which indicates that as a director, the person has responsibility for the activities of that particular discipline. This, however, can lend itself to the misunderstanding (or myth) that, as a director and in Board Meetings, a person is required only to look after the interests of their particular discipline. But Board membership involves a holistic responsibility for the entire company which may mean the interests of a particular department must be subordinated to the interests of the whole. In addition, of course, all directors assume a full range of duties and responsibilities under ever-increasing legal requirements.
STEWARDSHIP
Directors are "stewards" for the shareholders in their responsibility for the assets of the company. However, they are not expected simply to husband and protect such assets, but to take risks in order to increase the value of such assets and thus the worth of the company. Conversely directors of trusts and charities should not take risks and thus where, for example, a charity wishes to trade commercially it will usually form a trading subsidiary. This has a dual effect: it separates the "non-risk-taking trusteeship" from the commercial risk taking in the trading subsidiary; and it protects the assets of the charity.
COLLECTIVE RESPONSIBILITY
A Board of Directors acts as an entity with collective responsibility for all the activities of the company. Thus, irrespective of whether a director "heads up" a particular discipline; he must take decisions, and share in the decision-making process, in respect of all matters concerning the company. This attitude must prevail even if it means supporting a Board decision which is detrimental to the interests of the discipline he heads. This total change in outlook from that of a manager, usually expected to 'fight the department's corner', can lead to considerable problems when a manager is promoted by appointment to the Board.
Collectively, the board should: ensure the company trades within the laws governing it. Ensure there are adequate financial records and controls so that its assets are preserved and used correctly. Arrange systems so that solvency can be determined at any time. Protect and expand the business and the customer base. Adequately fund research and training.
A director's individual responsibilities may include (purely for example): ensuring the strategy of the company is formulated, known widely and adhered to. Formulating the BUSINESS AIMS and purposes of the company and ensuring that these are both known and borne in mind internally at all times, and that at appropriate times they are promulgated, with the strategic direction of the company, outside the company (e.g. to the media, shareholders, advisors, etc.). Ensuring tactical decisions and actions take the same general direction as the strategy of the company (i.e. ensuring that short-term decisions do not hamper or impede progress to the long-term strategy). To formulate, promulgate and ensure adherence to an internal code of ethics and required behaviour and ensure company complies with its own code (i.e. the Memorandum and Articles).
Ensuring the company acts in accordance with the requirements of statute, listing agreement (if a public listed company) and custom and practice for the industry. Ensuring the appropriate blend of skills is available at Board level (and through Board members and management) at all other levels, that people at all levels know what is expected of them, are motivated to perform well, and warned and disciplined (in accordance with pre-set rules) when performance or actions are not in accordance with requirements.
Ensuring there are adequate controls over the commitment of the company to contracts, etc., and adequate authority control over all purchases. Ensuring the financial records and reports of the company are pre-pared in accordance with legal and other accounting requirements, and that such reports are filed with the requisite authorities within the set time-limits.
Ensuring the products and services of the company are developed so that continuity of earning power of the organisation is continued and continual. Expanding the company based on well-researched, well-prepared, and well-considered planning. Ensuring the company has formulated contingency plans to protect its earning capacity in the event of a downturn or change in demand, and the effects of any disasters affecting operations. Protecting the corporate entity and the products/services from criticism and attack as far as possible.
LIMITED LIABILITY COMPANY DIRECTORS DUTIES
Directors owe a range of fiduciary duties to the company (i.e. they are in a position of trust whilst nevertheless being required to take risks in the interests of the shareholders):
To act at all times in the best interests of the company. The definition of 'best interests' can be a matter of opinion, but nevertheless it is an obligation. A balance/choice may also need to be made between the short term and long term. As well as the interests of the company (i.e. the members or shareholders) directors must also consider the interests of the employees (Companies Act 1985, Section 309) and the creditors (Insolvency Act).
Currently there is a debate concerning the concept of directors being responsible to stakeholders - normally regarded as including shareholders, employees, customers, the environment, society and of course suppliers and creditors. To act as a trustee in respect of the UK limited company's assets. A director is regarded as acting as a steward for the owners of the business. Accordingly he must act without any additional purpose which would affect the main and overriding interests of the company.
The Law Commission recently suggested, as part of a range of possible alterations to the role of directors that it should be made easier for shareholders to take action against directors who do not act in the best interests of those involved.
To exercise the best degree of skill and care depending upon personal knowledge and experience. Whilst a director cannot be liable for a judgemental error he must "give of his best" and can be judged in this respect on his level of experience. He can be penalised if he is found to have acted negligently. However, what a person calls himself may raise their liability in this respect.
If, for example, a person calls himself a "Finance Director" he may be presumed to have a range of skills and experience that would be commensurate with someone using that title. Thus a director would be expected to exercise the knowledge and experience that would be reasonably expected of a person in the same position.
To act honestly and reasonably particularly where his own interests may be in conflict with the interests of the company. A director must declare any INTEREST, which might conflict with his duties as a director on appointment or when it arises if later. Failure to do so renders him subject to £2,000 fine although on trial by indictment (i.e. in the Crown Court and before a jury) the fine is unlimited. Only if allowed by the Articles may any personal profit made by a director by virtue of the appointment be retained.
Articles vary widely regarding this - some allow directors to have any interest without requiring it to be stated. However many sets of Articles require: directors to declare interests and any benefit(s), and may then go on to require that the benefit be declared to and/or given to and/or shared with the company; directors not to vote on a matter in which they have an interest (and may be even more restrictive stating that an 'interested director' cannot be counted in the quorum for the meeting); and so on.
NB: To ensure that adequate attention is paid to the reporting and recording of interests which may lead to a conflict it may be helpful to record all such interests in the Register of Directors' Interests (the legally required Register in which directors' interests in the shares of their company must be recorded). Some companies place the Register of Directors' Interests in third party contracts on the table during a Board Meeting so that members are reminded of the existence of such interests, not that this overcomes the implementation of any restrictions such as those set out above.
TO EXERCISE CARE
Whilst a director cannot be criticised for making the wrong decision (unless he was negligent, e.g. he did not check the facts or make reasonable investigation before coming to a decision), he must take a reasonable degree of care in the exercise of his duties.
Life is becoming tough for directors. It is difficult enough for them to discharge all their duties satisfactorily when the requirements are clear, but unfortunately they rarely are. That's why we're offering professional nominee directors service. A nominee director is someone who in fact is renting his or her name to you. In other words, the name of this person is used and not yours for the incorporation documents. They are also taking the positions on paper of the company directors. The term of straw man or front man has been used to describe someone who is acting as the nominee. Legally, according to the incorporation documents, the nominee is responsible for the company.
People use nominee directors because they want to maintain their privacy and keep their name out of the public record. A legitimate and fair enough goal. Consider this service an essential rock-solid fortress between your assets and potential lawsuits. The first thing attorneys do when filing a lawsuit is conduct an asset search from one end of the country to the other. Our nominee director service is used to ensure the highest degree of privacy and confidentiality.
Our nominee director service is used to ensure the highest degree of privacy and confidentiality. Under the law information on directors and/or shareholders must be registered in the public files of the Companies Registry. Therefore only by using nominee directors and/or shareholders can the client's anonymity and confidentiality be ensured.
The essence of a nominee service is that it is the names of the nominee directors and/or shareholders that are indicated in the corporate documentation, according to their designation. Thus the names of the company's beneficial owners are not disclosed to the Companies Registry, so that clients are ensured the utmost confidentiality. At the same time the appointed nominees are not actually entitled to manage the company. They can provide the beneficial owner with a Power of Attorney empowering him to run the business, manage the company's activities and open and operate the company's bank accounts.
DIRECTORS PROTECTION & INSURANCE
Indemnity. Companies increasingly offer directors indemnities by making appropriate changes in their articles of association. These indemnities commonly seek to safeguard directors against liability for negligence, breach of duty or trust or for default. However company law limits the indemnity that can be provided to cases where the director is involved in proceedings where the judgement was in his favour; or where the director was acquitted because he acted honestly and reasonably. Any other indemnity is void.
Insurance. Because of the large number of cases where the directors or the company secretary can incur personal liability towards third parties for their own acts or omissions in relation to the company, taking insurance cover for directors and officers against liability is becoming common. This is known as Directors and Officers (or D&O) Insurance. Your company may take out and fund an insurance policy covering the personal liability of the directors and such a benefit is not taxable in the hands of the director or employee for income tax purposes.
This cover is not cheap nor does it cover all risks a director may face. Any such policy will therefore have to be scrutinised to confirm whether or not it is suitable for your purposes.
U.K. Limited Companies
Responsibilities for Corporate Administration
£ 49.95
Nominee Secretary Service for Public Records for one year:
Nominee Secretaries do not usually have an active role or function in the actual business of the company.
