By Corporate Partner, David Adams with Trainee Solicitor Ellie Clements
Most corporate transactions, whether that is a share transfer, buyback, or buy-out, will require some amendments at Companies House, in order to ensure that the company, and its officers, are complying with the Companies Act 2006 (“the Act”).
This includes transactions whereby the shareholding of the company is altered, the addition or removal of a director or filing the usual annual confirmation statement or accounts.
All Companies House filings may be completed on paper and posted to Companies House. Companies House also hosts an online service whereby some, but not all, forms may be completed and filed online. You must register with this service via the Companies House website. Upon registration, you will receive an authentication code which will be unique to your company, which can thereafter be used, alongside your unique login details, to access the company and make various alterations to the company online. Please note that you must therefore be aware of those individuals who hold this information.
Where a company’s details change or statutory requirements remain outstanding upon completion of a transaction or a financial year, the Act imposes deadlines on both the company and its officers to ensure company records are kept as up to date as possible.
This includes, but is not limited to, the following. Are you and your company in compliance?
Annual Returns – a company must file an annual return of the company, detailing any changes that have taken place in the 12 months preceding.
If a company is in default, all directors, secretaries and the company itself are liable for a summary criminal conviction for a fine, currently not exceeding £5,000.00.
Notices of appointments or changes in directors – where a director is appointed or resigns, the company must file the appropriate forms at Companies House.
Should the company fail to do so, the company, any director in default (including shadow directors) being convicted of a summary offence and liable for a fine currently not exceeding £5,000.00, and for continuation contravention, a daily default fine of £500.00.
Resolutions and agreements (including resolutions to change the articles of association) – resolutions and agreements, once completed and dated, must be filed at Companies House within 15 days.
Failure to comply attracts a summary conviction for the company and any director in default and a fine currently not exceeding £1,000.00 and for continued contravention, a daily default fine currently not exceeding £100.00.
Effect of criminal sanctions on directors
The Court may make an order, where a director is convicted of a summary offence, to disqualify an individual from acting as a director. As such, you must ensure that you, either in your capacity as a director, or via lawyers, take steps to guarantee that your company remains in compliance.
For more information or assistance, please contact our office for more details on 01642 636500, or enquire through our website at www.archerslaw.co.uk
We offer company secretarial services and our corporate team deal with a vast range of transactions each day, and would be happy to assist with any corporate transaction, no matter the size.
Disclaimer: The information contained in this article is for general information only and made available for educational purposes only. It is for a general understanding of the law, not to provide specific legal advice. This article should not be used as a substitute for competent legal advice from a regulated professional. You should seek appropriate legal advice for your own situation.