Company secretarial support
If you are starting a new business, establishing a subsidiary or any trading vehicle it is important that the set-up meets both the needs of the shareholders and the company and that all potential requirements are considered.
There is a considerable amount of paperwork to complete and file with points to consider including:
- Checking name availability.
- Preparation of first minutes.
- Setting the financial year end.
- Establishing the registered office address.
- Allotment of shares/issue of certificates.
- Appointing directors and the company secretary.
We arrange the formation and registration of your limited company (or PLC), usually within 3 hours of instruction. We take care of all the legal paperwork and processes for you.
We provide the facility to use our address as the company's registered office. One of the main advantages of this is that the registered office is the main address used to contact the company by Companies House, HM Revenue and Customs and anyone serving legal papers. Using our address for this purpose ensures that any important correspondence is dealt with promptly.
With increasing legislation being placed on companies, the role of company secretary is becoming more and more important and certainly not a service to be overlooked. Even where the company is not required to appoint a secretary, the work usually done by a company secretary must still be undertaken.
Company secretarial work is highly legalistic and becomes more complex and time consuming as the company grows. There is also the requirement to ensure the company's statutory records are maintained and up to date following the year end procedures. Moreover, failure to comply can result in the prosecution of directors and the company being struck off. We maintain and service company secretarial records for hundreds of businesses across the UK.
As a company develops it may undergo structural changes and/or changes in shareholders. With these and all other matters it is important to make sure that all the required paperwork is compliant with current legislation, correctly completed and filed.
Important areas to consider include:
- Changes in share capital.
- Share sales and/or transfers.
- Obligations to minority interests.
- Purchase of own shares.
Even on an annual basis the work for a company secretary can be time-consuming. This includes maintaining the statutory register, preparing minutes of directors' and shareholders' meetings and the preparation of dividend vouchers and minutes.
There are a number of offences relating to company law non-compliance which can result in sizeable fines being imposed or, in certain circumstances, imprisonment. Perhaps the most commonly known sanction is the late filing penalty imposed on companies for the late submission of accounts to Companies House. What many people do not realise is that action can be taken against directors personally where accounts are submitted late.
Failure to submit accounts and annual returns can and does result in the Registrar of Companies taking action to dissolve or strike-off companies. Any property owned by the company falls to the Crown on dissolution. To recover this property a petition for restoration of the company needs to be drafted and presented to the Court. The legal costs of restoring the company are upwards of £3,500 as you are not only paying the legal costs of the company but also those of the Crown.
We look after all your company secretarial needs, from routine annual compliance through to more technical areas such as the drafting of share class rights or an own share purchase. To make your life simpler, we prepare all the documents you need and advise you on the procedures you need to follow to ensure compliance with the Companies Act.
For more detail on how we would work to help you, contact Martin Dunne and Nicola Masters.