Bookkeeping and Annual Accounting Services Reports for in the UK Registered Companies and Partnerships

Comply with HMRC regulations and keeping track of your revenue.

It is not uncommon for business so owners to be enthralled too much into running their business that they forget about the company accounts, until the very last moment, and they are suddenly hit with the challenging task of their annual tax returns and fillings, unaware of the difficulties of these and with little time to fulfill them in, can cause a massive headache for business owners, this is where we come in!

Bookkeeping

For anyone who is new to the business they will not realise that not maintaining your books fillings regularly can lead to them mounting up and becoming a nightmare regulate.

What must firstly be put into place is your choice of accounting software, one must decide upon a decent software which they will use, unless your business is relatively small and therefore you can get by with a basic spreadsheet. Nonetheless, it is most advisable to have a good accounting software to use.

Our favorite programm is Xero, a must reliable and uncomplicated software to use, which we offer professional advice on setting up and running of, if you are interested in this please do get in contact with our team for further information.

Payroll

By far the most complex of tasks than it lets on to be, unless you’ve got experience in this, and it’s just you or a few people in your company, which you must still keep on top of and ensure all information is up to date with HMRC on a monthly basis.

If however you lack in experience and have a larger then 2+ team then it is highly recommend to seek professional help with this, regardless if the tax returns and bookkeeping’s are done solely by you, usually professional help with bookkeeping is quite economical, and not getting such help will cost your company much more in the long run!

Tax

Tax rules and regulations vary from the type of business you are, these will be dependent on the following:sole trader, partnership, incorporated company.

There are two crucial aspects to remember are: archiving correct and up to date records, filling and paying on time; using the benefits of tax break schemes breaks offered to small businesses.

In the event whereby you do not wish to have a full-time accountant we advise have a few regular consultations, which you will reap the benefits for in the future, as accountants will ensure business dealings are organised and up to date.

Change of a company or LLP name

If you want to change the name of your limited company or limited liability partnership (LLP), Coddan™ Ltd can help you with the red tape.

There can be all sorts of reasons to change your name. It may be that you have changed direction and your original name just does not fit, or you could even have made a spelling mistake on your initial registration. Whatever the case, changing your name is more complex than it might sound and it’s important to get the details right.

You can change the name of a limited company or LLP in two ways. You either require a special resolution from the shareholders and guarantors, or the directors can vote to change the name with a special resolution if the articles of association granted them this power. After this, you must inform Companies House and receive approval for the new name, as there is a chance your new title could be rejected if it is too close to another company’s name or it contains sensitive words or phrases.

With a special resolution, a 75% majority is required, but this must consider voting shares, rather than the number of shareholders, as one shareholder can hold a larger portion of the shares and may carry more weight. The resolution must then be filled with on Companies House within 15 days.

Companies House must then provide a Certificate of Incorporation on Change of Name. As soon as you have this official seal of approval, you can change your bank accounts and begin trading under your new name. The certificate must be kept along with your original registration details at your registered address and must be kept available for inspection.

Amendment to articles of association and LLP agreements

At Coddan℠, we offer a wide range of post registration and post company formation services to ensure that going forward, your company or limited liability partnership (LLP) continues to thrive in the way it was set up to do. One such service is taking care of any amendments to articles of association and LLP agreements. The articles of association are an important element of the company’s constitution, setting out details of ownership and how the company is governed.

Articles of association are required is under the UK Companies Act 2006, although these are not set in stone; there may well be circumstances in the future where it is necessary to make an amendment to the company’s articles of associations. It can often seem a complex business to ensure all the correct procedures are followed and the relevant documentation is completed. This is where we at Coddan™ can be of assistance.

Expert help when it’s needed: it’s important that the articles contain the kind of provisions that are right for the company, and this is especially true when there is more than one director or shareholder. Correctly crafted or amended articles will protect the interests and rights in the company of all concerned. Any amendments to the articles have to be in the best interest of the company and not only meet the desires of a few members. Not all members have to agree to the changes but any changes must respect the statutory rights of any minority shareholders.

Special resolution: changes to articles through amendments to the wording of one or more clauses, removal of an existing clause, or adopting a new set of articles altogether has to be authorised by a special resolution. One of the simplest ways of doing this is through a written resolution. Once the special resolutions are signed, a certified copy has to be sent to Companies House, along with a copy of the amended articles. As part of our post formation service, our team at Coddan℠ can guide you through the process every step of the way. To find out more about our services or discuss this issue in greater detail, please contact the Coddan™ team today.

Post formation services: creation of more than one class of shares

At Coddan℠, we aim to provide our clients with the complete range of post formation services. This can help you to quickly adapt to changing circumstances while minimising disruption to the day-to-day running of the business. If you want - or need - to change the way the company or LLP is set up in some way, any amendments to the articles need to be formally processed according to the UK Companies Act 2006. One such instance is when you want to create more than one class of share.

Why create different share classes? One reason why you may want to create different share classes is to attract more investment, or you may want to push the dividend income in a specific direction. Two other reasons for doing so include staff to remain with the company, or to enhance (or remove) voting powers from an existing shareholder. The class of shares also vary and can be ordinary shares, deferred ordinary shares, redeemable shares, non-voting ordinary shares, preference shares, cumulative preference shares, and redeemable preference shares. All of these different classes of shares will have their own individual rights.

Expert help where and when you need it: provided that due process is followed, and subject to any existing restrictions in the company’s articles of associates, you can basically create any of the above class of shares whenever you like. When you need to create more than one class of share, you can do so by adding to your existing class or by converting existing shares into one or more new class of shares. It’s important to bear in mind that the articles of association set the shares out into their different classes, plus details of how they are divided and what rights are attached to each one.

Transfer of shares

Shares in a limited company can be traded, sold or transferred for any reason you see fit. The reasons are many and varied and can include the retirement or death of a shareholder, a shareholder simply wanting to sell their stake in a company, equity needing to be granted as part of a merger or shares being given to a family member. Whatever the case, Coddan℠ can help as part of our extensive post-registration services.

If you wish to legally transfer ownership of shares from the existing shareholder to a new one, you must complete a stock transfer form. If the shares are sold for more than £1,000, stamp duty rears its ugly head and 0.5% of the sale must be paid, while a copy of the transfer form must be supplied to HMRC. You do not have to notify Companies House right away as the changes of ownership can be taken into account in the next annual return and the public register will be updated accordingly.

Company directors can approve the share transfer if the articles of association grant them that power. If they do not have these powers, transfers must be approved by the existing shareholders. Both the transferor and transferee must receive a copy of the transfer form and the new owner should receive a share certificate.

Some companies have their own restrictions with regards to the transfer of shares and if the transfer of shares conflicts with these requirements, a special resolution is required before the transfer can take place.

Administrative restoration

Do you want to apply to restore a business that has been struck off the register by Companies House? Coddan can help.

Businesses can be struck off for a number of reasons, but the main one is if they no longer appeared to be trading. Former directors of members can apply to have a limited company or an LLP (limited liability partnership) restored to active duty, though. This process is known as administrative restoration.

To be considered by Companies House, the limited company or LLP must have been active within six years before being struck off by the Registrar of Companies. It must also deliver all the necessary documents, fees and late penalties to bring the company up to date. The applicant must also deal with any property or rights that became a ‘bona vacantia’, owner-less property that passes to the Crown, when the business was dissolved.

The application must be made in writing, using form RT01 and LL RT01 for LLPs. If the application is approved, the business is essentially considered to have never been struck off. The Registrar will generally disregard any fees for when the business was inactive, but this is not set in stone and must be negotiated by the business owner or company formation expert.

If another company has registered the same name while the business was inactive, you will need to choose a different name. The company can still be restored, but it will have to work under a new name as companies and LLP’s simply cannot operate under the same name as another firm that is already registered.

Dissolution service

Dissolution of limited companies and limited liability partnerships is an inevitable part of life and if the time comes to dissolve your company, you need to make sure it is done properly, quickly and effectively. Coddan℠ can help.

When you’re closing a company down, you will inevitably have a lot to deal with, so you can pass the dissolution over to us. We can ensure that the paperwork is taken care of so you can focus on moving forward.

Of course, it can be tempting to simply leave the company dormant until Companies House strikes it off. This is not the cleanest course of action, though, as failure to provide annual accounts could leave the directors open to fines. It is far better to close the company properly with a voluntary company dissolution. This is not an alternative to formal insolvency proceedings, and dissolution is a specific process for a dormant company.

To qualify for voluntary dissolution, the company must have traded under the same registered title name for a period of three months. So if your company has changed its name recently, you must wait until the three month period before applying for voluntary dissolution.

It must also be a dormant company with no significant trading over the previous 13 week period. It must also not have engaged in normal trading activities for a three month period, although incidental items, rather than stock, may be liquidated. The company must also be free from any petition for a winding up order or for it to be struck off.

Changes in company officers’ details

One of the post registration services we offer to business clients is making sure that details of any changes to the governance of the company is passed on to Companies House. Under the Companies Act 2006, any such changes have to be reported to Companies House within 14 days of the changes taking place. Most companies are aware of the need to report details of the appointment or termination of a company director, for instance, but many fail to filled other specific changes. This is where our experienced team at Coddan™ can help. We can advise you about due process and take care of all the necessary paperwork, leaving you to focus on running a profitable business.

What appointments do you need to report? You have 14 days to fill in details of the appointment or change of personal details of any new company directors, secretary, shareholders or limited liability partnership (LLP) members, with Companies House. Details that need to be filled include such things as a change in a director’s full name or service address (the address where he or she can be contacted by the public), a director’s nationality, country of residence, and usual residential address.

If your company changes company secretaries, their details also have to be filled with at Companies House. If the director or secretary is also a shareholder in the company, or if there are new shareholders, the register of members at Companies House also has to be amended to reflect these changes.

How long does all this take? The process itself is fairly straightforward and there are specific forms that need to be completed and filled within the statutory time limit to cover each scenario. All of these forms can be completed online but if you are at all unsure of what you need to do, don’t want to spend time on the paperwork yourself, or simply want the reassurance that expert help provides, then we at Coddan™ will be delighted to help.

Keeping your company records up to date is an important part of the proper governance of a company in the UK. To find out how we can help you manage this more efficiently, contact us today.