Company secretary, confirmation statement
New Articles of Association
Company name rules
Community Interest Company
Public limited company
Company limited by guarantee
Trade mark registration
Health & safety policy
Disability discrimination policy
Human rights policy
Race relations policy
Company secretary, annual confirmation statement
Who needs a company secretary?
A public company is legally obliged to have at least one qualified company secretary, who reports to the board of directors and whose main responsibility is to ensure that the company complies with relevant legislation and regulations at all times. Most private companies also use company secretarial services to make the best use of their more limited resources.
What are the responsibilities of a company secretary?
Company secretaries provide advice, guidance and assistance to company directors on matters ranging from compliance with the Companies Acts and other relevant statutory obligations to organising and running company meetings and applying good governance, such as managing conflicts of interest.
Choosing a company secretary who has the necessary knowledge and ability to fulfil these functions and meet certain legal requirements can be costly and time-consuming. That’s why more and more companies make the decision to outsource these services to professional organisations like London Registrars Ltd. Check what we do as a company secretary.
What is an annual confirmation statement?
From 30 June 2016 the confirmation statement replaces the annual return as part of a number of changes brought about by the Small Business, Enterprise and Employment Act 2015 (‘SBEE’).
Your company must file a confirmation statement with Companies House at least once a year, even if the company is dormant. If no confirmation statement is filed, there could be serious consequences for your company, such as the registrar might assume your company is no longer carrying on business and take steps to strike it from the register.
In addition, if your company is on the register, the company and its directors are responsible for ensuring that the confirmation statement is submitted on time. If they do not, they could be prosecuted by Companies House, because failure to file is a criminal offence.
The requirement to file a confirmation statement applies to all companies, including small companies such as flat management companies, or single owner/director businesses.
The main difference between the annual return and the annual conformation statement is that rather than providing a snapshot of your company data at a specific date, the confirmation statement is a process of checking and confirming that the information held at Companies House is accurate. In addition, the time to file the confirmation statement has been reduced from the 28-day filing time for annual returns to 14 days from the confirmation dates for the confirmation statements.
For companies incorporated before 30 June 2016 information from the company’s PSC register must be filed as part of the confirmation statement.
The confirmation statement must not be confused with a company’s obligation to file accounts and financial statements.
What is the difference in the requirements for filing Statutory Accounts between a dormant and trading company?
If a company has been dormant since incorporation, Dormant Company Accounts can be filed on a special form supplied by Companies House. London Registrars prepares and files accounts for non-trading and dormant companies.
Where a company has been dormant for a financial year but has traded previously, the normal full or abbreviated statutory accounts have to be filed.
New Articles of Association
What are the new articles?
The Companies Act 2006 has been drafted with small businesses in mind. The Act introduces new articles of association, the document which sets out the way in which a company is governed, which are intended to simplify the way a company has to organise its constitution and make it simpler for the directors to run the business on behalf of the shareholders.
Will the new articles apply to my company?
The new articles will automatically apply to companies established on or after 1 October 2009 under the new Companies Act 2006. Companies set up before that date have the option of adopting the new articles.
Why should I change my articles?
To make sure that your company is able to take advantage of new provisions set out in the Companies Act 2006 (such as re pre-authorisation of directors’ apparent conflicts of interests, holding meetings by telephone, and the removal of restrictions on the company’s objects and limits on the amount of share capital it can issue).
Why should I use London Registrars’ draft articles?
London Registrars’ team of company secretaries has reviewed the provisions of the Companies Act 2006 of most relevance to private companies limited by shares and have prepared articles to give such companies the maximum flexibility to manage, for example, the appointment of directors, the arrangements for paying for the company’s shares and the chairing of general meetings.
What is the procedure for changing my articles?
The procedure for making the change involves a number of steps, but London Registrars does all the hard work for you. We prepare board and members’ resolutions for the directors and shareholders to sign and arrange for the relevant paperwork to be filed at Companies House. NB: if this is not done within 15 days of the members’ resolution being passed, the company will be subject to a £200 civil penalty.
Do I have to change my articles now?
No, you can continue to use your existing articles if you wish. However, you will not be able to benefit from the new provisions outlined above if you continue to use your current articles.
Company name rules
What are the rules a company name must comply with?
A company may have any name provided the name does not break the following rules. The name must:
- not already be used by another company
- not be offensive
- not be criminal
- not imply a local or central government connection
- specify the type of organisation, e.g. limited or public limited company
- not contain restricted words if the permission of any body controlling the use of such names has not been obtained.
Can I be forced to change my company name?
Change of company name may be required by the government if:
- the name is too much like that of another company, or
- the information provided to support the use of the name was misleading, or
- the description of the company’s activities is misleading, or
- in case of an overseas company, the name could not be approved for use in the UK.
Community Interest Company
What is the difference between a CIC and a charity?
Compared to charitable organisations, CICs enjoy many benefits:
- greater flexibility in terms of activities,
- no trustees or trustee control,
- directors of CICs receive their remuneration,
- lighter regulation and administration,
- fewer reporting requirements,
- CIC limited by shares can become a public company and be quoted on the stock exchange in the future.
What are the drawbacks of a Community Interest Company?
Some entrepreneurs might consider the great transparency of Community Interest Company’s operations as a drawback. This type of organisation is monitored by the CIC Regulator who also has an enforcement role in order to ensure your company’s activities serve the community purpose for which your CIC has been set up.
Who is this type of organisation suitable for?
CICs have been created for those entrepreneurs who want to run a business for the benefit of a community in addition to making a profit, however those who plan to conduct a charity, a political party or a political campaigning organisation cannot have a status of a community interest company.
Public limited company
What are the benefits of having a public limited company?
As a PLC you will be able to demonstrate financial strength to your clients and customers as well as your commitment to ensuring that your company is managed to the highest standard.
You will also have access to capital markets and be able to offer your company’s shares to the public, if you wish to do so. You don’t need to be listed on the stock exchange to be a public limited company but it is good to know that this possibility exists if you wish to take advantage of it in the future.
What are the requirements of a plc?
To be able to be registered as a plc you will have to secure a share capital of at least £50,000 or ‚ €65,600 and nominate at least two members and two directors. The directors can also be the company’s members and at least one of them must be an individual person.
You will also need to nominate at least one secretary to ensure your company complies with the Companies Acts at all times. Members of our team have necessary experience to fulfil these functions and serve as your company secretary.
How do I form a plc?
Please visit our plc incorporation service section.
Company limited by guarantee
What is a company limited by guarantee?
Company limited by guarantee is a private company where the liability of the members is limited to the amount of money they have paid to the organisation as a guarantee in case the company is wound up while they are a member or within one year of their ceasing to be a member.
A company limited by guarantee also has the following characteristics:
- is primarily used by non-profit organisations, clubs, membership organisations, sports associations, workers’ co-operatives and other organisations which require legal personality
- members don’t own the company and cannot participate in the company profits’ distribution through dividends
- members don’t have any claim upon the assets of the firm. However, as directors they have a right to decide about the firm’s future.
We act as a company secretary to membership organisations ensuring their compliance with the UK. Our service also includes preparation and submission of their annual returns.
You can also form a company limited by guarantee with our help.
What is a dormant company?
A company is dormant if it has had no ‘significant accounting transactions’ during the period. If your company’s only transactions have been limited to:
- payment for shares taken by subscribers to the memorandum of association,
- fees paid to the Registrar of Companies for a change of company name, the re-registration of a company and filing Annual Confirmation Statement (formerly the Annual Return) and
- payment made in respect of civil penalties imposed by the Registrar of Companies for delivering accounts to the Registrar after the statutory time allowed for filing,
then the company is considered to have been dormant and may take advantage of the dormant company audit exemption.
What accounts does a dormant company need to submit to Companies House?
Dormant companies who have never traded since incorporation need only prepare and deliver to Companies House an abbreviated balance sheet and notes. A profit and loss account and directors’ report does not have to be included, but a directors’ report must be provided to its members.
However, under the new Companies Act there are exceptions for certain financial, insurance, banking or investment companies. Such companies must file full accounts regardless. We will be able to advise you if your company falls into these categories.
What is the difference between dormant account and trading accounts?
Unaudited dormant accounts are much simpler than those of a trading company. However, they must show an abbreviated balance sheet containing statements above the director’s signature to the effect that the company was dormant throughout the accounting period and any previous year’s figures for comparison (even though there are no items of income or expenditure for the current year), together with certain notes to the balance sheet.
Apart from the simpler form of these special dormant accounts, the same filing times (and the same penalties for late filing) apply to Dormant Company Accounts as for trading accounts. Unless exemption has been agreed with HM Revenue & Customs, the same Dormant Company Accounts – but accompanied by a Dormant Company Tax Return – need to be filed with HMRC as well.
We prepare and file account for dormant and non-trading companies. Click on the link to find more about our services for dormant companies.
Trade mark registration
What is a trade mark?
A trade mark is a sign which can distinguish your goods and services from those of other traders. A trade mark can include words, logos, pictures, or a combination of one or more of them. It will become a ‘brand’ by which customers recognise your products or services.
How does the trade mark registration process work?
There are five stages of a trade mark application ranging from assessment, through search and formal application to the proving stages, which specialists at London Registrars can case-manage. Click on the link to register your trade mark with our assistance.
When and how can I use the ® symbol?
You do not have to identify your trade mark as registered. You can use the ® or the abbreviation “RTM” (for Registered Trade Mark) to show that your trade mark is registered but this could mean that the mark is registered somewhere other than in the UK.
Does my trade mark registration cover all countries?
No, but as well as applying to register your trade mark in the UK, you may also apply for a European Community Trade Mark or apply to register your trade mark through the international “Madrid Protocol” system. Please contact us and we will be happy to explain the whole procedure in more detail.
If I register my company name with Companies House will that mean that my trade mark is protected?
Once I have a registration, can I add on other goods and services at a later date if my business expands?
No, when you apply you should consider whether your business is likely to grow in the future and make sure your application adequately covers such extra goods or services. It is not possible to extend a registration to more goods or services after you have applied. If you wish to do this then you will have to re-apply (together with fees) to register your mark for the additional goods or services.
Can I alter my mark after I have sent you my application?
Can I get a refund if my application is turned down?
How long does my trade mark registration last?
Indefinitely, provided you pay the renewal fees on time (due every 10 years).
If I get a registration can I sell it?
Yes, it is similar to other property you may own and so you can sell it if you wish.
Why shouldn’t my trade mark be descriptive?
You cannot use everyday words which describe what your goods or services are. The official reason is that everybody delivering such goods or services should be able to use these words. Ideally your trade mark should immediately remind people seeing it that it is your trade mark and nobody else’s, encouraging them to return to purchase your goods or services in the future.
Now that I’ve applied to register my trade mark, does this stop anyone else using the mark?
If your mark gets registered you are protected against someone else using or applying for registration of the same or similar mark for the same or similar goods or services. It is easier to prove that a mark is the same rather than similar but the final decision as to who owns the rights in any mark is a matter for the courts.
Do I have to pay costs if someone opposes my mark?
If someone opposes your mark and you withdraw you application or lose your challenge to the opposition you may have to pay towards the other person’s costs.
Health & safety policy
What is a health and safety policy?
Health and safety policy sets out in detail how you propose to deal with health and safety issues in your company or organisation. The information you put into your policy document is unique to you and will also detail the arrangements you have established to put your policy into practice.
Who needs a heath and safety policy?
All employers with more than five employees have duties under the health and safety legislation to possess a health and safety policy. While health and safety law applies to all employers, London Registrars will be able to help you prepare the policy statement based on your company circumstances and needs.
Why do I need health and safety policy?
Having a health and safety policy statement is recommended for several reasons. It enables you to set standards which will reduce accidents and cases of work-related illnesses; it demonstrates your commitment to planning and health and safety; it shows your employees that their welfare is uppermost on your mind and it improves staff relations and morale. We can prepare your health and safety policy for your company quickly and cost-effectively.
Who is responsible in the event of an accident?
You as employer are responsible for devising and implementing your health and safety policy. Once your policy has been drawn up, you may wish to delegate some areas of responsibility. However, delegation does not absolve you, the employer, from responsibility if something goes wrong.
Can the health and safety policy document be changed?
Your health and safety policy must be up to date and reviewed at least once a year. This is to ensure it reflects any changes in your company either in staffing or in the way you do business.
Do I have any other health and safety commitments?
As well as formulating a health and safety policy you must assess the risks that may be present in your business. Your assessment must include risks not only to your employees but also to anyone involved in or affected by your operation.
Your risk assessment will be the cornerstone of your health and safety policy. London Registrars can assist in the assessment of your current and future commitments.
Disability discrimination policy
What is the Disability Discrimination Act?
The Disability Discrimination Act (the latest was passed in April 2005) aims to end the discrimination that many disabled people face. It gives disabled people rights in the areas of:
- access to goods, facilities and services, including larger private clubs and transport services
- buying or renting land or property, including making it easier for disabled people to rent property and for tenants to make disability-related adaptations
- functions of public bodies, for example issuing of licenses.
What are the implications of the Disability Discrimination Act for my company?
Since October 1999 businesses have had to consider making reasonable adjustments to the way they deliver their services to disabled people. Reasonable adjustments can mean any of:
- changing a policy or procedure that makes it impossible or unreasonably difficult for a disabled person to use a service
- providing an additional service to enable a disabled person to use a service such as providing facilities for the hard of hearing
- providing alternatives to overcome physical problems such as arranging meetings at alternative venues where offices are not on the ground floor in buildings where there is no lift.
If a disabled employee feels that his/her disability has not been properly recognised and accommodated, he/she can take legal action against the employer. If you are alerted to a problem you must take steps to provide a remedy, otherwise inaction will most likely be a breach of the Disability Discrimination Act.
In addition to making reasonable adjustments to the way you deliver your services to disabled people, you must ensure that your office space does not inhibit free movement for those with impaired mobility.
With regards to the employment, it is unlawful for an employer to:
- discriminate against a disabled person in the recruitment process, in the terms of any offer of employment or refusing to offer employment,
- discriminate against a disabled employee in the terms of any new employment with that employer, the opportunities for promotion or transfer or refusal of those opportunities or in respect of dismissal or discipline,
- discriminate against either a disabled applicant or any employee by subjecting them to harassment so as to violate that person’s dignity, or, creating an environment that is intimidating, degrading or hostile to that person.
What is described in a disability policy?
Disability policy demonstrates your organisation’s commitment to a society where all disabled people can participate on equal terms. Your disability policy needs to cover your employees as well as all persons who come into contact with your business. It should describe steps implemented by your company to promote equality, covering both the design of your goods and services as well as your facilities and premises, and procedures to which your organisation is committed to obey in order to prevent discrimination on the basis of physical and metal disability. Click on the link for the disability discrimination policy for your company.
What is the Human Rights Act?
The Human Rights Act 1998 came into force on 2 October 2000. The Act gave further effect in UK law to the rights and freedoms guaranteed under the European Convention on Human Rights (ECHR).
What did the Act change?
The Act affected the following changes in the UK law:
- the Act makes it unlawful for a public authority to breach the Convention rights, unless an Act of Parliament meant it couldn’t have acted differently,
- human rights cases can be dealt with in a UK court or tribunal,
- the Act says that all UK legislation must be given a meaning that fits with the Convention rights, if that’s possible. If a court says that’s not possible it will be up to Parliament to decide what to do.
Race relations policy
What is the Race Relations Act?
The Race Relations Act 1976, as amended by the Race Relations Act 2000, makes it unlawful to discriminate against anyone on grounds of race, colour, nationality (including citizenship), or ethnic or national origin. The amended Act also imposes general duties on many public authorities to promote equality of opportunity and good relations between people of different races.
Who is subject to the Race Relations Act?
We are all subject to the Act. The Act created the offence of inciting racial hatred and similarly the offence of publishing and distributing materials such as leaflets and newspapers that are likely to incite racial hatred. Racist incidents ranging from harassment to physical violence are also offences under the general law.
What does it mean to me as an employer?
It’s unlawful for an employer to discriminate against their employees because of their race. Under the Act, it doesn’t matter if the discrimination is done on purpose or not. What counts is whether you, as an employer, treated selected employees unfavourably because of their race.
The laws against racial discrimination at work cover every area of employment. This includes recruitment, terms and conditions, pay and benefits, status, training, promotion and transfer opportunities, right through to redundancy and dismissal. London Registrars have great knowledge and expertise to ensure your race relations policy tackles symptoms of race discrimination in your organisation.
What is an environmental policy?
An environmental policy demonstrates a company’s intent to reduce its carbon footprint, improve recycling, reduce reliance on packaging, minimise waste and improve efficiencies on natural resources in the company’s operations and departments.
It is the foundation upon which an environmental management system can be created in order to improve a firm’s environmental performance and reduce business emissions.
Why do I need an environmental policy?
The UK government set out in its Energy White Paper in 2003 the goal of a reduction in carbon emissions by 60% and a low carbon economy by 2050. In the near term the UK agreed to the Kyoto Protocol and in doing so attained a reduction of 12.5% on average in the years 2008-2012 compared to 1990 levels as well as a reduction of CO2 emissions to 20% below the 1990 level by 2010.
We all have a responsibility to take environmental matters seriously and your environmental policy should be a cornerstone of your initiatives to improve the environment and achieve our national aims to meet the Kyoto targets.
What are business emissions?
Typical emissions from businesses include:
- Direct: on-site combustion of fuels such as heating boilers, business travel, company owned vehicles.
- Indirect: off-site combustion of fuels for use on site such as electricity materials used in business processes and employees commuting.
- Processes: emissions caused onsite by business processes such as machine exhausts.
- Energy export: on-site combustion of fuels for use off-site.
- Upstream: emissions caused by suppliers.
- Downstream: emissions created by an organisation, products or activities during their lifecycle.
How can my office become more environmentally friendly?
You can start making your place of work more environmentally friendly by:
Recycling paper, ink toners, glass, plastic, aluminium cans and electronic waste such as old mobile phones. Use recycled paper and print on both sides whenever possible.
Saving energy by turning off lights, air conditioning and other energy consumers when you leave the building. Even better use heat or motion sensors to do the job for you automatically. If you move offices, make sure that you move to an energy efficient building. In doing so you will be doing your bit for the environment and you will save money as well.
Cutting travel costs by introducing video conferencing whenever possible. Try to encourage staff to share transport or to use public transport.
Being fair and buying Fairtrade products such as tea, coffee and chocolate.
Volunteering to help with environmental groups in your locality.
Neutralising carbon emissions by investing in tree-planting programmes. Find out about paper recycling and tree planting initiatives at www.toptree.com
Cycling to work and helping your staff to invest in a bicycle so they can cycle to work as well. There are tax breaks for bicycles, it helps the environment and gives everyone a health benefit!