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Company Secretarial

Although company secretaries themselves may no longer be required under the new Companies Act, their work remains! It is still necessary for someone to maintain the statutory books, lodge forms with Companies House and arrange shareholder meetings in accordance with company law. All companies, big and small, are separate legal entities from the directors and shareholders who run them and each has its own constitution in the shape of its articles of association.

For small owner-managed companies the finer points of company law regarding quorums, notice periods, resolutions and the like are often irrelevant and can be disregarded. However, if a company is owned by many different shareholders, some of whom may not be directly involved in the running of the business, it is important for corporate decisions to be made in accordance with the articles, company law and shareholder agreements. The company secretary (or whoever now fills that role) is traditionally the person responsible for making sure that this is the case.

Statutory books such as the company registers for directors and shareholders are supposed to be kept at the registered office and shown to any member of the public who wants to see them. In practice, many small companies do not even set them up let alone maintain them, but this does not diminish from the legal requirement to have them. The format is not prescribed so they could be kept on computer and hard copies printed out if necessary.

Companies House is the government agency responsible for supervising and monitoring the 3.5 million limited companies registered in the UK. The agency ensures that companies are properly registered, records the filing of accounts and annual returns, and makes information available to the public. In addition to this it is responsible for storing other information that must legally be disclosed, such as details of directors and secretaries, registered office, share allotments, certain types of resolution, charges, liquidations, receiverships, dissolutions, etc.

A standard set of forms is used to communicate information to Companies House. These include directors’ appointments and changes of particulars, registered office, share allotments and mortgages. To avoid the possibility of fraud, companies are encouraged to use the PROOF system and file all returns electronically. By signing up to PROOF, paper returns are no longer accepted and all electronic filings are password controlled.

At Acumen, we can handle all your company secretarial needs and ensure that you are compliant with legal requirements. Please give us a call if we can help in any way with the general administration of your company.

Administrative Tips
Articles
Read your articles of association and change them if they do not suit your needs.
Shareholdings
Make sure all shareholdings are recorded in the statutory books and give each shareholder a certificate.
Share capital
Divide your share capital up into smaller units if you wish to make it easier to sell or transfer them.
Minutes & resolutions
Take minutes of all board meetings and ensure important decisions are documented in written resolutions.
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