Here are some uses of shareholders' agreements: to give to a shareholder rights which would otherwise be unenforceable if inserted in the company's Articles - e.g. personal rights (as opposed to rights as a member), such as a right to be appointed as a professional adviser to the company. To regulate the special relationships between shareholders which have nothing to do with the administration of the company - e.g. if one or more shareholders are investing in the company. To protect minority shareholders' rights - e.g. by giving them a power of veto which they would not otherwise enjoy under Company Law. To preserve confidentiality. Shareholders' agreements, properly structured and funded, are a critical part of any business with more than one shareholder. A well-thought-out agreement provides an orderly way to transfer shares in the business and helps keep the business running smoothly in the face of future events such as death, disability or retirement of a shareholder.
These agreements generally establish a purchaser for the shares of the deceased or existing shareholder, a formula for determining the purchase price of the shares, and a method for funding the purchase. A venture capitalist who does not acquire control with his purchase of company stock will usually require a shareholders' agreement as a condition of funding. Management that sells a controlling interest in its company's common stock normally insists upon a shareholders' agreement to ensure its continued ability to run the company.
In English Law and other countries with similar laws a private limited company by shares (limited or Ltd.) is a type of limited company, with liability limited to the capital invested, i.e. by the sale of shares. In other words the shareholder's personal assets are protected in the event of bankruptcy but they will lose the capital invested in their shares.
Each company must have the suffix Limited (Ltd)as part of its name. In the Republic of Ireland Teoranta (Teo) may be used instead, though this is limited mainly to Gaeltacht companies. Cyfyngedig (Cyf) may be used by Welsh companies in a similar fashion. Companies must apply to the relevant registrar - Companies House in Great Britain, the Northern Ireland Registrar of Companies in Northern Ireland, or the Companies Registration Office, Ireland in the Republic of Ireland - to be formally incorporated as a company. In the Republic of Ireland, a private limited company may have a maximum of fifty shareholders. A company must have at least one director and a company secretary. They cannot be the same person. The company's Articles of Association may have more specific requirements however. The initials plc after a UK or Irish company name indicate that it is a public limited company, a type of limited company whose shares may be offered for sale to the public.
The designation plc or PLC (either form is acceptable) was introduced in the UK by the Companies Act 1980, and in the Republic of Ireland by the Companies (Amendment) Act 1983. In the Republic of Ireland, the initials "cpt" (for the Irish cuideachta phoiblí theoranta) may be used instead, but this is rarely the case. Welsh companies may use the letters ccc (for cwmni cyfyngedig cyhoeddus) in similar fashion. Certain public limited companies incorporated under special legislation (mainly nationalised concerns) are exempt from carrying the letters plc, ccc, or cpt. When a new company is incorporated in either England and Wales or Scotland, it must be registered with Companies House, which is an Executive Agency of the Department of Trade and Industry. In the Republic of Ireland, the equivalent body is the Companies Registration Office, Ireland.
Northern Ireland also has a Registrar of Companies.
Ordinary shares which are non-voting shares, usually distinguished from the voting shares by calling them A shares. Some companies have classes of ordinary shares which have restricted voting rights. In both cases, however, the shares otherwise have similar rights to those of the other ordinary shares as in above. Preference shares, which carry a preferential right to a fixed rate of dividend and, on a winding up to return of capital with or without a premium, together with arrears of dividend. They constitute part of the company's share capital and repayment of capital on preference shares would rank ahead of repayment of capital on the ordinary shares (or the deferred shares or deferred stock) in a liquidation. The fixed rate of dividend is expressed as a percentage.
Holders of preference shares get the same rate of dividend year in and year out unless in any year the profits of the company are insufficient to pay the preference dividends which, of course, take priority over payment of dividends on the ordinary shares.
Cumulative preference shares, which provide that if in any year the profits of the company are insufficient to pay the dividend on the preference shares the dividends not paid will be paid in subsequent years, together with the previous year's (or years') dividend(s), when the company's fortunes improve. The payment of such arrears would rank ahead of payment of dividends on the ordinary shares. Redeemable preference shares or cumulative redeemable preference shares, which will be redeemed by the company at their nominal or par value (i.e.
the face value) at some stated date in the future. The amount of the repayment, however, is the actual nominal value of the shares, e.g. £1.00 preference shares would be redeemed at £1.00 per share notwithstanding that the market value of the shares on the Stock Exchange might be higher or lower than this amount. Debentures and loan stocks, which are in effect loans to the company by investors who receive a fixed rate of interest on the debenture or loan stock.
A private company that is not trading may apply to the Registrar to be struck off the register. It can do this if the company is no longer needed. The procedure is not an alternative to formal insolvency proceedings where these are appropriate, as creditors are likely to prevent the striking off. A private company can apply to be struck off if, in the previous three months, it has not: traded or otherwise carried on business; changed its name; for value, disposed of property or rights that, immediately before it ceased to be in business or trade, it held for disposal or gain in the normal course of its business or trade; engaged in any other activity except one necessary or expedient for making a striking-off application, settling the company's affairs or meeting a statutory requirement. However, a company can apply for striking off if it has settled trading or business debts in the previous three months.
Company Restorations
£ 250.00
Restoring a struck off or dissolved limited company to the register. Our £250.00 fee covers the Application for Company Restoration to the Register. Late Filing Penalty is NOT included. If your company has been dissolved, and there are assets or monies in the company's name, you will need to take prompt action to have the company restored to the Register. On dissolution of the company any assets remaining in its name passed to the Crown. Therefore the company's members and directors must not attempt to use any of its assets e.g. a company bank account. Formation of a new UK limited company with the same name as the struck off or dissolved company is not an alternative to restoration of a company to the Register. It will be a different company - a new company formation is exactly that - a new company registration - and the assets of the previously dissolved company will remain beyond your reach unless the proper procedures are followed for restoration to the Register at Companies House.
Late filing penalties were introduced in 1992 to encourage directors of limited companies to file their accounts on time because they must provide this statutory information for the public record. Section 242A of the Companies Act 1985 says that penalties will be imposed on any company that delivers its accounts to Companies House after the period allowed for filing. ("Statutory" means by law).
WHAT IF I AM FILING MY COMPANY'S FIRST ACCOUNTS?
If you are filing your company's first accounts and they cover a period of more than 12 months, they must be delivered to the Registrar within 22 months of the date of incorporation for private companies and 19 months for public companies.
Important Links
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HOW CAN I AVOID PENALTIES?
Allow enough time to ensure that your accounts reach the Registrar within the period allowed in the Companies Act. First-class post is not guaranteed so if the filing deadline is looming, then please consider guaranteed methods of delivery that will ensure that your accounts arrive on time. Remember: the Registrar will not waive a penalty if your accounts are delayed in the post. To help you file on time:
Mark your diary or calendar to remind you in good time of the filing deadlines. Read the filing reminders Companies House send to your registered office. If appropriate, instruct your accountants in good time and remind them of the need to prepare and deliver your accounts on time.
Our team is available to ensure your company complies with all the requirements of Companies House. We can help with:
Maintaining statutory registers. Preparing minutes of directors' and shareholders' meetings. Preparing and filing Annual Returns. Document preparation covering a wide range of requirements e.g. written or elective resolutions. Preparation of annual general meetings. Preparation of dividend vouchers and minutes. Allotments and transfers of shares. The provision of a registered office. At our disposal we have a state of the art database, which ensures that our service is cost effective, efficient and readily accessible to you.
You will be relieved of these administrative and compliance burdens, giving you more time to concentrate on the business of managing your company. Keep us informed of any changes and we will do the rest. If you do so, our service will ensure you avoid the consequences of non-compliance i.e. penalties, prosecution or your company being struck off the register. We will ensure your company is in the best possible administrative shape should you want to sell, obtain credit or attract investors.
WHAT IF COMPANIES HOUSE REJECTS MY ACCOUNTS AS INCORRECT?
Companies House cannot accept accounts until they meet the requirements of the Companies Act. If, for example, a signature is missing, they will be returned for amendment. This may result in a late filing penalty if the corrected accounts are delivered late.
HOW WILL I KNOW WHEN A PENALTY IS DUE?
If accounts are delivered late, an invoice is issued automatically to your registered office address.
WHAT WILL HAPPEN IF THE PENALTY IS NOT PAID?
The penalty will be referred to collection agents. If it remains unpaid, legal action may be taken which could result in a County Court judgment or a Sheriff Court decree against your company.
WHAT HAPPENS IF A COMPANY IS RESTORED TO THE REGISTER?
f a company is restored to the Register after being struck off and dissolved, then it is regarded as having continued to exist as though it had never been struck off. Accounts filed - including those covering periods while the company was dissolved - will be subject to late filing penalties.
DO LATE FILING PENALTIES APPLY TO ANY OTHER DOCUMENTS?
Guidance & FAQs
FAQs: Late Filing Penalties
£ 200.00
A private company that is not trading may apply to the Registrar to be struck off the register. It can do this if the company is no longer needed.
