On 1st October 2009 Companies House altered the Companies Act 2006 implementing some key changes. We set out below the impact made on director’s responsibilities and reporting to Companies House based on these changes.
It is important to understand these changes and how they affect your responsibilities as a director of a limited company.
Companies House revised or introduced around 200 forms relating to the requirements of the Companies Act 2006. The forms have a reference relating to their functionality for example, AD01 Change of registered office address.
Companies House also increased the number of filings which can be made electronically or through web filing without the need to complete a paper form.
PROtected Online Filing (PROOF)
PROOF is the Companies House scheme to reduce the likelihood of a company becoming a victim of fraud. Through the scheme a company can state that it will only file certain forms and documents electronically.
Common Companies House forms used in fraud cases covered by PROOF are:
- Appointment of a director or company secretary
- Termination of appointment of director or company secretary
- Change of particulars of a director or company secretary
- Change of situation or address of registered office
- Annual Return
Statutory Registers and Place of Inspection
Every company is legally obliged to keep certain records and registers to show the operation of its business. Traditionally the company secretary maintains these. Limited companies must keep the following records:
- Register of members
- Register of charges
- Books containing minutes of company and director’s meetings, resolutions in writing of members and resolutions of sole member
- Accounting records
- Register of directors and secretaries (service address)
- Register of directors usual residential addresses
There are specific requirements regarding where the registers are kept and may be inspected.
A company may keep its statutory registers at either its registered office address or a Single Alternative Inspection Location (SAIL). Every company must inform Companies House when they initially set up a SAIL address or if the SAIL address is moved. If the registers are kept at the registered office address and are not moved, then this is reflected in the annual return filing with Companies House. Where the registers are moved either to a SAIL address or from the SAIL address to the registered office address, Companies House must be informed within 14 days by filing the appropriate form.
Annual Return requirements
For companies with share capital there was a new requirement to provide information about their shareholders in annual returns with made up to dates after the 30th September 2009 and when there was a change in the company’s capital. This ‘statement of capital’ is a snapshot of a limited company’s issued share capital at a given time. Forms requiring the additional information will include a section for completing a statement of capital along with guidance.
A statement of capital will need to include the following information:
- The total number of shares of the company
- The aggregate nominal value of those shares
For each class of shares:
- The prescribed particulars of the rights attached
- Total number of shares of each class
- The aggregate nominal value of shares of that class
- The amount paid and the amount unpaid, if any, of each share
Directors Service Address
Directors must provide Companies House with both their usual residential address and, for each directorship they hold, a service address. The residential address will be held as ‘protected information’ by Companies House and will only be accessible by prescribed regulatory bodies such as HMRC, the police and some credit reference agencies. The service address will be held on public record.
Previously directors could apply for a confidentiality order to have their residential address and details protected from public access. Due to the number of requests, the government has taken steps to have two registers and protect the details of all directors.
Annual returns and filings made with Companies House to record an appointment or change of details of a director or company secretary will require a residential and a service address to be provided. In addition, every company will be required to hold a register of director and company secretary service addresses in addition to the current register of personal details.
The Companies Act 2006 now provides for a single company law regime applying to the whole of the United Kingdom. As such, companies will be ‘UK companies’ rather than the previous distinction between Great Britain and Northern Ireland companies. Companies Registry Northern Ireland (CRNI) is now integrated with Companies House, and follow the same filing requirements as Great Britain companies.
Under certain conditions, where a company was dissolved because it appeared to be no longer carrying on business, an application can be made to the Registrar to have the company restored. This was a new provision under the Companies Act 2006 and supplements the current court power to restore companies.
The administrative restoration provision is designed to simplify the current procedures however; it will only be applicable where:
- The Company was carrying on business at the time of dissolution
- The Company was struck off under section 1000 or 1001 (power of registrar to strike off defunct company)
- The application is made within 6 years of the date of dissolution
- The Crown has signified consent the Company has delivered all the necessary documents to bring the company up to date.
The most common reason for a company to be struck off the register by the registrar is where annual accounts have not been filed.
Further guidance on Changes to the Companies Act 2006 is available from Companies House.