October Changes

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info@brighton-company-formations.co.uk

www.brighton-company-formations.co.uk

CHANGES TO COMPANIES HOUSE FROM 1ST OCTOBER 2009

Companies House will be closed for incorporations from Thursday 1st October, and will reopen on Monday 5th October.

The Companies Act 2006 has been in implementation since November 2006, and is currently undergoing the final stages of operation. This act is said to be the longest in British Parliamentary history, due to its 1300 sections. Subsequently, Companies House will be closed from 1st October until 5th October, in order for them to update their systems to adapt to these changes.

The majority of the changes being made by Companies House will not affect you directly, but with changes that do we would feel that it is our duty as your formation agent to provide you with a user friendly, up to date service that will make the transition period as smooth and uneventful as possible.

Certain words are ignored by Companies House when determining whether the proposed name is the same as an existing name. The usual way of distinguishing a name already on the list is to have ‘UK’ or ‘GB’ at the end of your name. From 1st October 2009 you will be unable to do this unless you are a named appointee of the original company, or it belongs to the same group as the company already on the register. In this case we will require a written form of consent.

The rules for company name choices are becoming much stricter in an attempt to reduce the amount of similar names there are on the Companies House index.

At the moment, the “same as” rule applies if the name is either identical to an existing name or believed to be the same because the name only differs by minor expressions, which Companies House would disregard. These are things such as punctuation, spaces, and certain expressions, e.g. “6” and “six”, “€” and “euro”, “@” and “at”, and words such as And’, ‘The’, ‘Co’, ‘Com’, and ‘Company’.

Whereas previously it was possible to have your required name if it was already taken by putting UK or GB after it, this will no longer be allowed.

E.g. If XYZ Limited, a telecommunications company, is already incorporated on the Companies House register, the following names would be rejected:

· XYZ UK Limited

· XYZ (UK) Limited

· XYZ GB Limited

· XYZ (GB) Limited

It will still be allowed for the company to be differentiated by region or by different industries:

· XYZ (South West) Limited

· XYZ Transportations Limited

· XYZ Hair and Beauty Limited

This is the same case with plurals; whereas previously they have been accepted as different enough, as of October 2009 they are classified as too similar.

E.g. If a company is already on the register as ABC Associate Limited, the following would be rejected:

· ABC Associates Limited

· ABCs Associate Limited

· ABCs Associates Limited

From 1st October, it will only be possible to register a name that is the same as or too similar to another in the registrar’s index if the company belongs to the same group as the company already on Companies House, and a written consent is sent to us.

An extensive range of documents is replacing all the statutory paper forms that are currently used. They are numbered differently and have a different layout.

From 1st October, all the current forms will be replaced with a new range of documents that will be numbered differently and have a different layout, but ultimately they are to be completed in exactly the same way. Below is a list of the most commonly used forms and what they are being replaced with. If the replacement form number is clicked, you will be taken directly to that specimen form.

ORIGINAL FORM NUMBER REPLACEMENT FORM NUMBER

(Click for sample form) FORM NAME

225 now knows as AA01 Change of Accounting Reference Date

287 now knows as AD01 Change of Registered Office

288a now knows as AP01 Appointment of Director

AP02 now knows as Appointment of Corporate Director

AP03 now knows as Appointment of Secretary

AP04 now knows as Appointment of Corporate Secretary

288b now knows as TM01 Termination of Director and TM02 Termination of Secretary

288c now knows as CH01 Change of Director Details, CH02 Change of Corporate Director Details, CH03 Change of Secretary Details and CH04 Change of Corporate Secretary Details

88(2) now knows as SH01 Return of Allotment of Shares

As you can see from the table, there is a more extensive range when it comes to the appointment, termination and changes of details for subscribers. This makes it more precise when doing the necessary changes to the appointments of a company. Also, some forms that are currently used are just one or two pages long, and are being extended to two or four pages long with a guide alongside it on how to fill the form in. This is done to aid the user in completing the forms by providing them with a checklist, details where to send the forms and further information available.

From October, we will require a residential address and a service address. The service address will protect a directors residential address from being shown on public record. The residential address can be the same as the service address, and it will not be evident from the records at Companies House, that they are one and the same

Currently, when appointing an individual as a director, secretary and shareholder, it is only necessary to supply one address for them, this being their residential address. As of 1st October 2009, it is essential to provide Companies House with a service address in order for the residential address to not be shown on public record, and to remain protected information. The residential address will only be made available to public authorities and credit reference agencies.

A director can choose any address as the service address, however it must be an address where documents can be delivered and cannot be a PO Box or a DX number. If an address is found to be ineffective, the use of this address will be restricted for up to 5 years, and would result in the residential address being put on public record.

For companies incorporated before the 1st October, their residential address will automatically be brought forward as being their service address. This can be altered after the changeover date by filing the appropriate paper form or using the web filing service.

Following on from this, confidentiality orders will cease to exist as of 1st October. This is due to the fact that an individuals residential address will no longer be on public record, therefore will not be required.

The Memorandum will become a statement of those forming the company (the subscribers) to be incorporated. The Memorandum will become an historical document. The articles will become much longer.

The Memorandum and Articles of Association are to become a generally longer document overall, the short version being about 40 pages, the full version about 80 pages. The Memorandum will become a short statement providing evidence of the intention of each subscriber. This will become a historical document that cannot be changed, and will be required to contain a statement of capital.

The Articles, however, are to become a much longer document as they will be amended to adopt the full version of the Companies Act 2006. These Articles will become a set of documents that have been guide lined by the ACRA, and finalised by our firm of solicitors. They should contain all possible eventualities for a company, and are copyrighted to Brighton Company Formations.

From 1st October, the requirement to have an authorised share capital is abolished.

Authorized share capital will be discontinued on incorporation, which means that there will also no longer be a limit set out in the Memorandum on the number of shares that directors can issue. Currently a special resolution is required to increase the authorized capital if directors wish to issue shares above the limit in the memorandum.

PROtected Online Filing (PROOF)

The PROOF scheme has been underway since 21st June 2009, and is operated with the intention to protect companies from being subject to fraud and hijacking. This is done by a subscriber agreeing with Companies House which documents they will file electronically only. If a paper document is then submitted to the Registrar, this will be rejected and sent back to the registered office. This system is designed to ensure that all changes made to the company, whether this is appointment/termination of directors, change of registered office, or filing Annual Returns etc, is done with the company’s authority.

Companies House advise all companies to sign up to the PROOF scheme, although it is important to note that once this has been done, it cannot be reversed. This process can be done via the Webfiling Service, and once the company number and webfiling code has been entered, the option of joining the PROOF scheme will be visible.

Filing Accounts

You have one month less to file your accounts now, so it is important to do so on time to avoid the late filing penalty, which could be up to £1500. For a private company it is nine months and for a public company it is six months. This can be done via the appropriate paper forms or using the Companies House Webfiling system.

Changes already taken place

· There must be at least one non-corporate director appointed on incorporation

· Full details are required for each appointee on incorporation, i.e. date of birth, home address, 3 out of 7 security questions

· A company director must be aged 16 or over

· It is no longer necessary for there to be a company secretary