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UK Company Annual Filings and Disclosure

COMPANY REGISTERED IN ENGLAND, BRITISH INCORPORATED COMPANIES. FILING ANNUAL RETURNS - ANNUAL FILING REQUIREMENTS. ROLE OF THE COMPANY SECRETARY

Do you need to fill in a tax return? Guidance on Completing the Annual Return - every company is required by law to complete a yearly annual return which is provided by Companies House on Form 363s. Completing the annual return Form 363a - this is an alternative to the shuttle annual return. All details on Form 363a will just verify the information Companies House already holds about your company. If you have relatively straightforward tax affairs and already pay tax through PAYE (Pay As You Earn) you probably won't need to complete a tax return. But if you have more complicated tax affairs - or income from several sources - you may need to complete one. You may need to fill in a tax return if you have 'capital gains' (profits from the sale of certain assets) worth more than the annual exempt amount (AEA). For the tax year 2004-2005 this is £8,200 (£8,500 for 2005-2006). You may also need to complete one if you've disposed of (e.g. sold or given away) chargeable assets worth over four times the AEA. Failure to return this form correctly completed by the due date can result in the company being struck off the register. We offer a service whereby we check the information held at Companies House against your records then complete and file the form on your behalf for a charge of £90.00 including the Companies House filing fee.

How to get a tax return? If you've not received a tax return but think you should complete one contact your Tax Office. Your employer or pension provider will have details of this, or you can search online. You can ask for a tax return at any time - for example, if you want to claim a particular tax relief or exemption. Depending on your circumstances you may be sent a short four-page return, or the full return. You can complete the full tax return online.

If you receive a tax return do you have to complete it? Yes - even if you pay all your tax through PAYE. A tax return is sometimes required for other reasons, for example to check if the correct tax has been paid overall. So if you are sent a tax return, you must fill it in and send it back even if you believe that you have no extra tax to pay.

The role of the company secretary. The legislation surrounding companies often appears complicated and may at times be confusing for those involved. The company secretary plays an important role in ensuring that a company and its directors both comply with company law. The role might be described best as that of chief administrator! Do all companies need a company secretary? Yes, at present, company law requires every limited company to have a formally appointed company secretary. In fact, all private limited companies must have at least one director along with a company secretary and where the company has a sole director, that director cannot also be the company secretary. Where there are two or more directors, one may be appointed as the secretary. In all companies, whether public or private, the secretary performs an important role in ensuring that the company meets statutory requirements.

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Every company in the UK is required by law to have a company secretary. Company secretaries also work in many other types of organisations, such as charities, trade and professional associations, universities, local authorities and the health service. At the time of your company formation or at any time thereafter Coddan can be appointed as your company nominee secretary if required. Our annual fees for company secretary appointment are £49.95. This covers our appointment as secretary. Our annual fee includes the cost of processing the company's Annual Return each year. If you would like us to undertake specific company secretary services then we will quote you the likely fees either on an annual or task-by-task basis.

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For public companies these may be onerous tasks requiring specialist up to date knowledge of company law. As such, public companies are required to appoint a suitably qualified company secretary. This is not necessary for private companies.

When and how should the company secretary be appointed? A company secretary is appointed when a company is first incorporated. Any subsequent changes to the particulars of the company directors or secretary, for example, changes in their name or address, must be notified to Companies House using a standard form - 288c. When a director or company secretary resigns, form 288b must be completed and sent to Companies House. When a new director or secretary is appointed, form 288a should be used. (Forms 288a (to appoint the directors and secretary), Form 288b, Form 288c, or Form 287). If you would like to discuss any of the issues raised above please do contact us. We are able to provide comprehensive assistance with company secretarial matters such as:

The maintenance and safekeeping of the company registers;
The processing and filing of minutes;
The preparation and filing of resolutions;
The completion and filing of statutory forms;
The filing of the annual accounts and annual return;
Registered office facility;
Company searches;
Comprehensive form filling and filing service.

Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable. If you have any questions about the company establishment then please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.

CORPORATE TAX IN THE UK

A company resident in the UK is taxed on its worldwide profits, subject to relief under double taxation agreements or unilateral relief for tax suffered overseas. A company non-resident in the UK but carrying on business in the UK through a branch or agency is liable to UK corporation tax on the net profits derived there from, including capital gains arising on disposal of assets situated in the UK used in carrying on that business.

A company not resident in the United Kingdom is liable in any event to income tax at 22% on its other UK source income; although interest on certain government securities is exempt and, by concession, tax will not normally be charged on bank and building society interest. Thus, if such a company trades in the UK, but not through a branch or agency, it is liable to UK income tax on its net profits from such trading. A company is generally resident in the UK if it is managed and controlled in the UK (or, if it is incorporated in the UK, wherever it is managed and controlled, unless a "tie-breaker" clause in a double taxation treaty determines otherwise).

Rates of tax. The profits (including capital gains) of a company are subject to corporation tax at 30% except that, where profits of a UK resident company are £300,000 (a year) or less "small companies relief" reduces the rate to 20%; with marginal relief where profits are £300,001 or more but less than £1,500,000. The relief is reduced if there are active associated companies (even those not resident in the UK) and is not available to "closely controlled" investment companies. A new starting rate of tax of 10% was introduced for companies with taxable profits of up to £10,000, effective from 1 April 2000. The rate then increases so that profits over £50,000 are taxed at an average rate of 20%.

For accounting periods ending on or after 1 July 1999, a system of self-assessment is introduced and the company tax return will have to include a self-assessment by the company of its corporation tax liability on the basis of the information contained in the return. Corporation tax is due 9 months after the end of the relevant accounting period.

Transfer pricing. Rules may be invoked to substitute arms' length prices for international transactions with overseas associates, which can include - for example - a deemed interest charge on cheap or free credit provided to an overseas associate.

Thin capitalization. Generally, corporation tax relief is due on interest paid by a UK company to a non-resident parent or fellow subsidiary; but where the group relationship is 75% or more, only to the extent that the interest charge does not exceed what would have arisen without the special relationship. Excess interest is disallowed in calculating taxable profits and treated as a distribution of profits.

Overseas tax relief. A UK-resident company is taxable on its worldwide income and gains, but subject to relief given by double taxation treaties. Typically these will give sole taxing privileges to another country in which a UK company trades through a "permanent establishment", to the extent of the profits so derived. Relief is available against UK tax, either by direct credit or by treating the tax as an expense, unilaterally or under treaty, for overseas tax properly chargeable.

Dividends. UK residents are entitled to a tax credit when they receive a dividend from a UK company. Non UK residents are not entitled to a tax credit. They may however be entitled to a tax credit if they are resident in a country with which the UK has a Double Taxation Agreement, and the Agreement provides for payment of the same tax credit as a UK resident would be entitled to receive. In that case, the shareholder is liable to income tax on the total of the dividend and the tax credit, at the rate of tax laid down in the Agreement.

From 6 April 1999, all double taxation agreements that provide for payment of a tax credit on dividends paid by UK companies continue to give that right. However, because the rate of tax credit has been reduced, the amount which the UK is entitled to retain under those agreements will in practice cover the whole of the tax credit. So if a shareholder makes a claim under an agreement where a dividend has been paid on or after 6 April 1999, there will be no balance of tax credit left for the UK Revenue.

Employees. Minimum wage legislation has now been introduced in the United Kingdom. The hourly rate of the national minimum wage is £3.20 for people aged 18-21 inclusive and £3.70 for people aged 22 and over. The Government has announced increases to £3.50 and £4.10 respectively in October 2001.Administrative requirements entitle all employees to receive a written statement of their terms and conditions of employment. Under the European Community Working Time Directive, employees must not be asked to work in excess of 48 hours per week unless they consent to signing an opt-out agreement. There are also rules for obligatory holidays for maternity and for statutory sick pay.

Dismissals - there are statutory provisions for compensation in the event of unfair dismissal or redundancy. Businesses which take on employees must register with the Inland Revenue for the purposes of PAYE (Pay As You Earn), the UK system whereby the employer is obliged to deduct and account to the Inland Revenue for the tax payable to the Inland Revenue by the employee.

Work Permits. No work permit is required for European Union citizens and in certain circumstances Commonwealth nationals who wish to come and work in the United Kingdom. However non-EU citizens must obtain a work permit before coming to the United Kingdom to take up work.

Directors. The law on the duties of directors is too broad a subject to cover in this summary. However certain elements can be alluded to here, namely that a director has a fiduciary duty to the company to act in its best interests; a director must not profit personally from his position in the company; and the standard of skill and care required of a director is that of a reasonably diligent director in general. Directors are not normally liable for the debts of the company. However there are specific instances where they can be made liable for such debts, if they manage the affairs of the company improperly or in particular, if they are judged to have been involved in "wrongful trading", which broadly speaking means that they have continued to allow the company to trade at a time when they were (or should have been) aware that the company had no reasonable prospect of avoiding insolvent liquidation.

OTHER TAXES

Import duties. Import duties are normally levied by the UK at the time of importation of goods originating outside the European Community. They are generally a percentage of the value, but are sometimes based on quantity.

Excise duties. Excise duties are imposed by the UK on alcohol, tobacco products and petrol; and also, as an annual amount, on motor vehicles.

Local taxes. Local authorities level a "council tax", based on house values and number of occupiers, on residential property and also collect "rates" (a form of property tax) on business property in their area.

Stamp duties. No stamp duty is payable on gifts. Transfers of shares carry duty of £5.00 for purchases of £1,000 or under and up to 0.5% of the total consideration for transactions over £10,000. Transfers of land carry duty at 1% of consideration between £60,001 - £250,000. Between £250,001 and £500,000 the rate of duty is at 3% and above £500,001 the rate of duty is 4%. No stamp duty is payable on transfers of land where the consideration does not exceed £60