Annual Return
There is a new Annual Return form as well as additional information required to complete the form. The required information regarding the issued share capital is changing; a statement of capital (voting rights) has been added and, if your company has any corporate directors or secretaries, additional information will be required.
Accounts
You have one month less in which to file accounts. The filing period is reduced to nine months for a private company. In addition, the financial penalty for late filing of statutory accounts has doubled and now ranges from £150 to £1,500 depending on how late they are filed.
Place for keeping company records
There will be changes to the arrangements for inspecting your company's records. Records may be held at the registered office address or at a single alternative inspection location (SAIL).
This site will have to be in the same part of the UK as your registered office. You must notify Companies House to set up a SAIL address or if the SAIL address is moved.
You may only have one SAIL address for a company at a time. Once the SAIL address is set up, you can move some or all registers to the SAIL address by notifying Companies House. Forms for this will be available fromtheir website from 1 October.
Company Constitution – articles
The Companies Act 2006 introduces a new model form of articles of association for private companies limited by shares (with different forms for public limited companies and companies limited by guarantee). Whilst your company may continue to operate under its existing constitution after 1 October, this may be an opportune time to review the constitution.
Updating the articles of association could not only give the company all the advantages of the new model articles but also cover those areas where additional powers or clarification of rights and obligations is desirable to make the administration of the company easier to understand and manage.
Directors' address protected from disclosure
Directors residential addresses must be notified to the Registrar of Companies and are held on public record at Companies House, as well on the Register of Directors of every company. The register at Companies House is publicly available information and directors must make this information available unless they obtain a confidentiality order, for example where there is a threat of violence or intimidation as may be the case if the company is involved in politically sensitive activities.
From 1 October 2009 changes made under the Companies Act 2006, will allow individual directors to provide a service address which will be available on the public record, rather than their residential address. A directors residential address will still be required but this will be held on a separate register of residential addresses to which access will be restricted.
Directors may give any address for service including the company's registered office. If they continue to use their residential address as their address for service the register will not make clear that that is their home address.
Thus companies will need to keep three registers:
Directors who wish to take advantage of the ability to keep their residential addresses confidential should notify the company of a service address to be included in the Register of Directors. This change must be notified to the Registrar of Companies using form CH01.
A new register of directors residential addresses must be established.
Inspection of company records
Directors residential addresses must be notified to the Registrar of Companies and are held on public record at Companies House, as well on the Register of Directors of every company. The register at Companies House is publicly available information and directors must make this information available unless they obtain a confidentiality order, for example where there is a threat of violence or intimidation as may be the case if the company is involved in politically sensitive activities.
From 1 October 2009 changes made under the Companies Act 2006, will allow individual directors to provide a service address which will be available on the public record, rather than their residential address. A directors residential address will still be required but this will be held on a separate register of residential addresses to which access will be restricted.
Directors may give any address for service including the company's registered office. If they continue to use their residential address as their address for service the register will not make clear that that is their home address.
On 1 October 2009, a director's current residential address will automatically become the service address. If you would like to use a different service address (e.g. the company's registered office), you will be able to change these details from 1 October on the Companies House website.
Thus companies will need to keep three registers:
- - a register of directors residential addresses,
- - a register of directors and
- - a register of secretaries (if they have a secretary).
Directors who wish to take advantage of the ability to keep their residential addresses confidential should notify the company of a service address to be included in the Register of Directors. This change must be notified to the Registrar of Companies using form CH01.
A new register of directors residential addresses must be established.
Inspection of company records
If a person wishes to inspect your private company's records, they will have to give advance notice of the date and time they wish to carry out the inspection. You will not be able to prevent the person from copying all or part of a record they are entitled to inspect.
You will also have to provide copies of records in the format that a person requests. So, for example, if a person requests a hard copy, you must provide one even if the record is held electronically.
Notification of particulars of share capital
In an application for a new company, the particular of share capital will be included in a new 'statement of capital', rather than being included in the memorandum.
Any changes in capital will be notified to Companies House through a new statement of capital.
Overseas companies with a business in the UK
There will be a single regime for the registration by overseas companies of the particulars of their UK establishments. There will also be a new regime for the registration of charges over property in the UK created by such companies.
Record-keeping requirements for limited liability partnerships (LLPs)
New record-keeping requirements will be introduced for LLPs. For example, an LLP will have to keep a register of its members that contains prescribed information.
The LLP must also tell Companies House where the register is kept available for inspection.
Articles for new companies
New companies will need to include the company's objects and liabilities – which were previously in the memorandum. Copies of model articles are available to download from the Companies House website.
Notifying Companies House of articles changes
You must send any amendments to the company's articles to Companies House within 15 days. Otherwise you could be liable to a criminal offence and a civil penalty of £200.
Protecting your company from fraud
From 1 October 2009, the Registrar's Protected Online Filing (PROOF) scheme will operate under the framework of the Act (section 1070).
Corporate identity fraud is an increasing problem, with small businesses just as vulnerable as larger ones. PROOF is a new scheme from Companies House, which reduces the likelihood of your company falling victim to fraud by protecting you from changes to their company details. You agree with the Registrar that they will only file certain documents electronically. If a fraudster tries to ‘hijack' their company by filing a piece of paper, this will be rejected.
This can be done via the WebFiling service using the company's authentication code (you no longer need the written consent of each director).
Forms
All Companies House forms will change from 1 October 2009. The new forms include:
- Companies Act 2006 information requirements
- new numbers updated to be relevant to the 2006 Act
- additional guidance notes
- details of any fee (if applicable)
The new forms must be used for all company events that take place on or after 1 October 2009. If you use an old form it will be rejected.
Company events which take place before 1 October must be submitted on 1985 Act forms.
Northern Ireland companies
The Companies Act 2006 will create a single company law regime applying to the whole of the UK, and this order allows for a single UK-wide Register of Companies.
The Companies Registry in Northern Ireland, currently part of the Department of Enterprise, Trade and Investment in Northern Ireland, will become the responsibility of the Secretary of State for Business Innovation & Skills with effect from 1 October 2009.
Changes made to CIC regulations
Changes have been made to the regulations that govern the operation of community interest companies (CICs) from 1 October. The amendments are all contained in the Community Interest Companies (Amendment) Regulations 2009.
Casting Vote
The chairman of a CIC will no longer have a second or casting vote in matters where the board vote is tied. Similarly, alternate directors will no longer have the right to cast a vote on behalf of the absent director in addition to their own vote.
Community Interest Test
The second change involves the form of the community interest test that all CIC's must satisfy in order to retain CIC status. The current test requires the CIC to show that its activities benefit the community or a section of the community - 'section' being defined as 'a group of people who have an easily identifiable common characteristic which sets them apart from other members of the community'. Under the new legislation, a 'reasonable person's test' is being introduced, under which a group of people are considered to be a section of the community not only if they meet the current test, but if a 'reasonable person' might consider that they constitute a section of the community.
Conversion
Finally, under the amendments a CIC will be able to convert to the asset-locked form of a community benefit society (a form of industrial and provident society), and a Scottish charity may now be able to convert to a CIC
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