Nominee Secretary Service for Public Records for one year: Nominee Secretaries do not usually have an active role or function in the actual business of the company. The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings. Coddan will act as Nominee Company Secretary for limited companies on an annual basis. This service is primarily designed to help people keep non-trading companies fully compliant with the law. It does not perform any secretarial duties, and does not become involved with operations of the company in any way. If signatures or verification documents are required extra charges will apply. Preparation and submission of the Annual Returns (payable fee additional).
Economy Plan
£ 75.00
Renewal fees from £75.00
Nominee Secretary For Sole Director Company: The nominee services can be used to maintain anonymity or simply provide an additional officer to comply with the legal requirements. Nominee Secretaries do not usually have an active role or function in the actual business of the company. The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings. Coddan will act as Nominee Company Secretary for limited companies on an annual basis. It does not perform any secretarial duties, and does not become involved with operations of the company in any way. The nominee secretary's signature on the forms to open a bank account (no extra fee). If signatures or verification any other documents are required extra charges will apply. Preparation and submission of the Annual Returns (payable fee additional).
Premier Plan
£ 150.00
Renewal fees from £150.00
Nominee Secretary For Trading Companies: Nominee Secretaries do not usually have an active role or function in the actual business of the company. The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings. Coddan will act as Nominee Company Secretary for limited companies on an annual basis. It does not perform any secretarial duties, and does not become involved with operations of the company in any way. We will complete and file the Annual Return on behalf of your company. This will include the fees for the filing of the official documentation. The nominee secretary's signature on the forms to open a bank account (no extra fee). Our Company Secretary fee covers the cost of reasonable handling of official company documents, which will be sent via the normal postal service. If signatures or verification any other documents are required extra charges will apply.
Legal Requirements
A company secretary's typical work activities: Organising, preparing agenda for, and taking minutes of, meetings. Dealing with correspondence before and after meetings, collating information, writing reports, ensuring decisions made are communicated to the relevant people. Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action. Developing company contracts. Managing insurance and property issues. Developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal and statutory requirements. The company is bound by any document expressed to be on behalf of the company and signed by a Director and the Secretary or two Directors (s. 36A Companies Act 1985).
Every company is legally obliged to keep certain specified registers, books and records to reflect the operation of its business. It is the company secretary's PRIMARY RESPONSIBILITY to see that they are properly maintained and kept up to date. To help you avoid this we provide a UK company nominee secretarial service to ensure that these important statutory requirements are fulfilled, leaving the day to day running of the company to the directors. We ensure that all the company's statutory requirements are met, including the filing of the accounts and annual returns (subject to the receipt of all requisite documents). As your company secretary, we will prepare other documents in respect of changes to the company structure as and when they occur. Such matters will include allotment of shares, transfer of shares and appointments and resignations of officers.
It is a requirement of the Companies Act 1985 (as amended by the 1989 Act) that all UK registered companies maintain various registers which comprise a permanent record of Directors and Shareholders etc. Directors have a personal responsibility to ensure that all public filings required by the Companies Act are made correctly and on time.
Suggested Reading
Traditionally, companies incorporated by agents were supplied with a bound or loose-leaf book containing pro-forma registers for use by the company in maintaining these registers. As a consequence the statutory registers of a company are frequently referred to as the statutory records or the statutory book(s).
We set up the company, become your secretary and registered office and take care of all the administrational requirements relating to the running of your company. We also look after correspondence with Companies House and the IRD and forward only that which needs to come to you. Certain specific records relating to company administration must be kept at your registered office or such other location as is notified to the Companies Registry. They may be written, printed or in machine-readable form.
Some aspects of the company's affairs are a matter of public record and the Companies Registry must be informed of certain events - failure to comply can result in directors being penalised up to £5,000.00 for late filing. Forms for making filings and notes for guidance are available from the stationery section of the Companies Registry. This section looks in detail at the registers, books and records that are legally required and where they should be kept, and also at some of the legal and practical issues concerning the maintenance of each type of register.
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Monday - Friday: 9:30am to 17:30pm Saturday: (offices are closed) Sunday: (offices are closed) Holidays: (offices are closed on all recognized UK holidays).
If you have any questions about the company establishment then please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.
LEGAL REQUIREMENTS
The Companies Act 1985 requires that every company keeps the following registers, books and records: Register of members, Register of charges, books containing minutes of company and directors' meetings (Section 382), resolutions in writing of members (Section 382A) and resolutions of a sole member (Section 382B). Accounting records (Sections 221-2 inserted by Companies Act 1989, Section 2). Register of directors and secretaries (Sections 28-90 as amended by CA 1989, Sch. 19, paras. 2 and 3, and CA 1989, Schedule 24). Register of directors' interests in shares and debentures of the company (Sections 325 and 326 and Schedule 13, Part IV, as amended by CA 1989, Schedule 24). If the company is a public company, a register of interests in voting shares (Section 211).
The Act does not require that a company keep registers of individual share allotments or transfers. However these are often included in bound or loose-leaf statutory books, as this information may be useful if there are future enquiries into movements in shares. Similarly, the Act does not require that a register of debenture holders be kept and consequently this is not, strictly speaking, a statutory book. Again, however, if such a register is kept, the Act lays down requirements with regard to its maintenance and inspection (Sections 190 and 191). Specified locations. There are particular requirements with regard to the place where the various statutory registers or books are to be kept and where they may be inspected.
The general position is as follows: the register of directors and secretaries and the register of charges must be kept at the registered office of the company. The register of members must be kept either at the company's registered office or at some other place within the country of registration (i.e. England and Wales or Scotland) where the work of making up the register takes place. Where the register of members is not kept at all times at the company's registered office, the Registrar of Companies MUST be informed of the place where it is kept within 14 days on Form 353 (Section 353(2)-(4)).
The register of directors' interests in shares and debentures of the company MUST be kept either at the company's registered office or at the place where the register of members is kept. If this register is not kept at all times at the registered office, the Registrar of Companies MUST be informed of the place where it is kept within 14 days on Form 325 (Schedule 13, Part IV). The register of interests in voting shares must be kept at the same place as the register of directors' interests (Section 211 (8)). If a register of debenture holders is kept, similar provisions apply as in the case of the register of members. If the register is not kept at the registered office of the company, the Registrar of Companies MUST be informed of the place where it is kept on Form 190 (Section 190).
Registers Held on Computer: The statutory books and registers MAY be kept in the form of a combined register, either a bound book or in loose-leaf form. The statutory registers (including a register of debenture holders if one is kept) and other records may also now be kept on computer or in other non-legible form provided that adequate precautions are taken against falsification and that they are capable of being reproduced in legible form for inspection (Sections 722 and 723). The detailed requirements relating to registers and records kept in non-legible form are contained in the Companies (Registers and Other Records) Regulations 1985, SI 1985/724. Special forms are prescribed for notifying the Registrar of Companies of the place where registers kept in non-legible form may be inspected in legible form.
These are: Form 190a. Notice of place for inspection of a register of holders of debentures which is kept in a non-legible form, or of any change in that place. Form 325a. Notice of place for inspection of a register of directors' interests in shares, etc, which is kept in a non-legible form, or of any change in that place. Form 353a. Notice of place for inspection of a register of members which is kept in a non-legible form, or of any change in that place. Form 362a. Notice of place for inspection of an overseas branch register which is kept in a non-legible form, or of any change in that place.
Data Protection: Registers which have to be made available for public inspection under the requirements of the Companies Act 1985 are exempt from the provisions of the Data Protection Act 1998, provided that they include only the information which is required and no non-statutory information. Notification under the Data Protection Act is required if the company keeps a list of the non-statutory information and other matters relating to share registration with its statutory records.
It is often the practice of some companies, particularly private companies, to include the non-statutory information in the register of members rather than go to the expense of maintaining and referring to a separate record, bearing in mind that, in practice, requests for inspection of the register are rare. However, this is not best practice as if a request for inspection is made, the non-statutory information will have to be removed from the copy made available for inspection.
Our company secretarial services include:
Incorporation of limited and unlimited companies, plcs, branches of overseas entities, LLPs Acting as company secretary through a nominee secretary Acting as registered office services for inward investors including incorporation and registration and advice on regulatory obligations in the UK Overseas registrations for stand-alone companies of UK companies, both within and outside the EU regime Care and maintenance of statutory records for the full annual cycle, including the preparation of annual returns, annual general meeting minutes, filing of accounts and the maintenance of the registers which each company must keep by law Preparation of board packs Attendance at board meetings Minute taking Change of name, including ensuring the name is acceptable to the Registrar Organisation of AGMs and EGMs, including canvassing and counting proxy votes and holding a poll Acting as scrutineers for a poll Issue and allotment of new shares, including defining the rights attached to shares Reduction of share capital and share premium Share transfers, including the payment of stamp duty and applications for relief from duty Administration of share option schemes Redemption of shares and purchase of own shares Updating and drafting of special provisions in the Memorandum and Articles of Association Appointment and removal of directors and secretary Drafting resolutions and submission to the Registrar Dissolutions Restorations Company searches
If you have any questions about nominee secretarial service then please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.
REGISTER OF MEMBERS
The form of the register of members. The statutory information to be kept in the register of members is contained in Section 352 and is as follows: the names and addresses of the members. The date on which each person was registered as a member. The date on which any person ceased to be a member. For a company which has share capital, there should also be included the number of shares held by each member and, if appropriate, the split between different classes and the amounts paid or agreed to be paid on the shares.
The first entry in an account and the last entry in a closed account is sufficient for the purposes of above. If the company's capital is in the form of stock it is usual to show the number of stock units held by each member, e.g. 400 stock units of 25p each, rather than £100.00 of stock. The accounts in the register would, however, be headed "Stock units of 25p".
In the case of private companies with a single member it is necessary to add a note to that person's entry in the register stating that the company only has one member and the date on which the transaction took place. If that company subsequently ceases to have only one member then a further statement must be added to the entry of the former sole shareholder stating that fact and the date on which the transaction took place.
It is good company secretarial practice that the register of members should not include any information which is not required to be included under the provisions of Section 352. This will include information such as references to dividend mandates (which will include the name of the member's bank and account number), e-mail addresses supplied for the purposes of electronic communication or powers of attorney.
This non-statutory information is consequently suppressed on any copy of the register made available for public inspection and where copies of the register are supplied to any member or other person, as required by Section 356. The non-statutory information may be kept by the company separately.
The entry in a register of members relating to a former member may be removed from the register 20 years after the date on which he ceased to be a member (Section 352 (6)). Name of registered holder. Only individuals or corporate bodies should be registered as members. Holders of an office can be registered provided it is a public office such as the Official Receiver.
Names of partnerships, trusts or settlements must not be registered as the holders of shares as they have no legal capacity and accordingly valid instructions cannot be given. If documentation is received to register shares in the name of a trust or partnership it should be rejected. The shares should be registered in the names of some or all of the partners or trustees. It is usual for the number of joint holders of shares to be restricted to a maximum of four.
LOCATION AND INSPECTION OF REGISTER OF MEMBERS
The register of members must be kept at one of three places: the registered office of the company. Some other office of the company at which the work of making up the register is done. At the office of a person employed to make up the register. If the register is not at all times kept at the registered office it is necessary to inform the Registrar of Companies of the place of its location and of any change in that place on Form G353. If the register is kept on a computer in non-legible form, the company must notify the Registrar of Companies of a place at which it is possible to inspect a legible copy of the register.
This is done on Form G353a "Notice of place for inspection of a register of members which is kept in a non-legible form, or of any change in that place". Where a register is changed from a legible to a non-legible form, it is not necessary to send a notification if there has been no change in the place at which the register may be inspected in legible form, or if the place for inspection in legible form is at the registered office of the company.
The register of members must be kept in the country of registration, i.e. England and Wales or Scotland. It is, however, legal for a company in England to appoint registrars in Scotland or vice versa, provided that the register maintained at the registrar's office is treated as being a copy of the legal register located in the country of registration. A separate index of a register of members containing more than 50 accounts must be kept unless the register itself is self-indexing.
Subject to the limited restriction referred to in Section 356, and the period of 30 days in any year in which the register may be closed under Section 358, the register must be open for inspection during business hours by any member of the company free of charge or by any other person on payment of the prescribed fee. Although the right of inspection does not include power to take copies of the register, it will probably be convenient for companies to allow those inspecting the register to take notes since, if this is refused, the company may receive a request to supply a copy of all or part of the register.
A request from any member or other person obliges companies to send, within 10 days of the receipt of the request, a copy of the register or of any part thereof on payment of the prescribed fee.
The Companies (Inspection and Copying of Registers, Indices and Documents) Regulations 1991, SI 1991/1998, clarified what information may be requested from a company in relation to any registers maintained by it that are available for public inspection. A company is not obliged to make available for inspection or provide copies of any registers or index by reference to any geographical location, nationality, size of holding of shares, by person or by corporate body or by gender.
The fees that a company may charge for inspection of its registers by non-members or for providing copies of any register to members or non-members are (SI 1991/1998, Schedule 2): first 100 entries - £2.50; next 1000 entries - £20.00; additional 1000 entries - £15.00. Closing the register of members. Section 358 provides that a company may close its register of members for a period not exceeding 30 days in any calendar year, although it is now fairly unusual for this power to be exercised. Most companies prefer to rely on a "record date" for determining dividend and other entitlements (for example, in the case of a rights issue).
During the period of closure the company need not accept transfers for registration and the rights provided by the Companies Act 1985 to inspect the register or to obtain copies of it are also suspended. The obligation continues, however, to certify stock transfer forms by which the company represents that documents have been produced to it indicating aprima facie title to the shares in the transferor named on the transfer form. Documents such as changes of address and probates should continue to be registered whilst the register is closed.
Once the dates of closure of the register have been authorised by a directors' resolution, they must be advertised in a newspaper circulating in the district in which the company's registered office is situated. If the company is listed, the UK Listing Authority should also be advised. The UK Listing Authority should also be advised if the company adopts the simpler alternative of having a record date. This is usually done at the time when a dividend is announced.
Rectification of the Register of Members: Amendments to the register of members should, strictly speaking, only be made under the sanction of a court order for rectification of a register. However, minor clerical slips in the register may be altered shortly after the entries have been made on the authority of the company secretary or of the company's registrar, subject to confirmation that there has been no sub-sale (i.e. that no change of beneficial ownership has taken place). In the case of a request to register a completely different name, consideration should be given to whether the sanction of the court is required.
Extreme care is required in these cases and such requests should never be accepted if lodged by an individual. In all such cases, full enquiry should be made before accepting the request for rectification as the procedure is open to abuse. In any event no request for rectification should be accepted if made more than three months from the date of registration or if a dividend has been paid on the shares. Some companies charge a fee for making such corrections.
In any other instance, if the register of members is incorrect it is only possible for it to be amended by order of the court. An application may be made by the aggrieved person, the company or any other member of the company. Rectification under the Act is possible in situations where the name of any person is entered or omitted from the register without due cause or where there has been an unnecessary delay in entering the particulars of any transaction. On application the court may either refuse the application or order rectification of the register and may order payment by the company for any loss or damage caused.
If the company receives a court order ordering rectification of the register, the appropriate amendments must be made. Any incorrect share certificates must be returned for cancellation and new certificates issued. An order for rectification must be made by a court in the country of the incorporation of the company; thus a Scottish court may not require the rectification of an English company's register.
BRANCH REGISTERS
A company may establish an "overseas branch register" of members resident in territories in which it transacts business. Part I of Schedule 14 to the Companies Act 1985 lists those countries in which overseas branch registers may be kept. Part II of Schedule 14 gives the general provisions to be followed with respect to overseas branch registers. The Registrar of Companies MUST be informed within 14 days when any overseas branch register is established or discontinued on Form G362 "Notice of place where an overseas branch register is kept, of any change in that place, or of discontinuance of any such register".
As in the case of the principal register, the overseas branch register may also be kept in non-legible form, in which case the Registrar must be informed of the place of inspection in legible form on Form G362a "Notice of place of inspection of an overseas branch register which is kept in non-legible form or of any change in that place".
The maintenance of an overseas branch register makes it more convenient to record dealings in the company's shares in the territory concerned, registered in the names of members resident in that country. Such transfers are not, of course, liable to United Kingdom ad valorem stamp duty but may be subject to local requirements.
A branch register contains only the names and addresses and shareholdings of shareholders with a registered address in the territory in question; the company is not concerned with making enquiries about the residential status of members. A duplicate of the branch register must be kept at the same place as the principal register and be open to inspection in a similar manner to the principal register.
If a member who is on the principal register wishes to have his shares registered in the overseas branch register, he should complete a form of request in duplicate and send it to the company with his share certificate, stating the name of the overseas branch register in which he wishes his holding to be registered. The entry relating to the member will then be deleted in the principal register and his share certificate cancelled. The company will prepare a schedule of such requests and send them to the person responsible in the territory concerned for maintaining the overseas branch register.
The holding will then be recorded in the overseas branch register and a new certificate prepared which will be clearly marked to indicate that the shares are registered in the overseas branch register. Certificates of companies which have a common seal will be sealed with the company's official seal for use abroad in the relevant territory (Section 39 as amended by Companies Act 1989, Schedule 17, para. 2). The reverse procedure will be followed in the case of a member with shares registered in the overseas branch register wishing to have his shares registered in the company's principal register.
REGISTER OF BEARER SHARES
It is not possible to maintain a register of members who hold share warrants to bearer since the company will be unaware of the holders from time to time. This is because, as noted above, the warrants can be passed from hand to hand, thereby transferring title to the new holder of the warrant.
However, it is usual for a company to maintain the following registers for its information: a stock register recording the number of warrants printed and issued and the numbers of those surrendered for cancellation, e.g. by a holder wishing to exchange his bearer warrants for registered shares. A coupon register in which the coupons lodged for the payment of dividends are recorded. It is also desirable for companies to keep a file of applications for share warrants to be issued in exchange for registered shares and vice versa, kept in numerical order and suitably cross-referenced to the stock register.
REGISTER OF CHARGES
The provisions described in this section apply to the registration of company charges with respect to companies registered in Great Britain (Section 395 (England and Wales); Section 410 (Scotland)). A register of charges should be kept by every company, even if there are no charges to be entered in the register, since persons having the right to inspect the register will wish to know whether or not the company has any charges specifically affecting the property of the company or any floating charges on the undertaking or on any of its property.
The register must contain particulars of all charges on any property of the company. There is also an obligation on companies to keep copies of instruments creating charges (Section 406 (England and Wales) and Section 421 (Scotland)).
The register must be open to inspection by any creditor or member of the company without fee and to inspection by any other person on payment of such fee as may be prescribed. The register of charges kept by the company should not be confused with the register to be kept by the Registrar of Companies under Section 401 and Section 417 relating to particulars of charges sent to the Registrar of Companies under the provisions of Sections 395-408 and 410-423 respectively.
UK LIMITED COMPANY MINUTE BOOKS
There are no statutory requirements regarding the location of minute books of directors' meetings. Minutes of general meetings held after 1 November 1929 MUST be kept at the registered office. The type of minute book kept by the company will depend on the size and procedures of the company concerned. For private companies, they may be kept in bound books, either hand-written or with typed sheets of paper pasted into the bound book with the pages serially numbered. It is convenient for the minutes to be numbered consecutively from number 1 upwards throughout the book. Thus in the first minute book, the minutes would be numbered 1.1; 1.2; 1.3, etc., in the second minute book, they would be numbered 2.1; 2.2; 2.3, and so on.
Larger public companies generally use loose-leaf minute books. Again, it is recommended that the pages be serially numbered and the minutes numbered consecutively. Some companies also maintain an index at the back of the minute book giving reference to the items covered by the minutes. The secretary must decide whether the time spent in indexing the minutes will serve any useful purpose. Minutes of general meetings SHOULD be kept separate from board minutes since members have a right to inspect the minutes of general meetings but not of board meetings.
REGISTER OF DIRECTORS AND SECRETARIES
The following points of practice arise in connection with completing this register: There is no need to show former names if the names have not been used for 20 years or more. If a person is a director of a number of companies, his occupation may be shown as "director of companies". However if he is a director only of the company to which the register relates, his occupation should be described as "none" unless he has a business occupation such as "marketing manager".
The date of birth of every director must be included, whether or not the company is subject to Sections 293 relating to the appointment of directors who have attained the age of 70. This applies even if the company has excluded or modified the operation of the section by its Articles. Other directorships must include past directorships held during the previous five years as well as current directorships. Directorships of dormant companies, as defined by Sections 250 (3) inserted by CA 1989, Section 14, and directorships in companies treated as grouped with the company keeping the register, need not be included (Section 289(3) and (4)).
Appointment of directors or company secretaries or changes in their particulars MUST be notified to the Registrar of Companies within 14 days of the change on Form 288a. The form incorporates a form of consent to be signed by a new director or a new secretary. The register must be open to inspection at reasonable times without charge to any member of the company or subject to payment of the prescribed fee to any other person.
REGISTER OF DIRECTORS INTERESTS IN SHARES AND DEBENTURES
This register is prepared from notices given to the company by the directors in accordance with Section 324. No entry in the register should be made without such a notice. However, the company should enter interests arising when it grants to a director rights to subscribe for shares or debentures in the company.
The director must notify the company within five days of his becoming interested in shares or debentures of the company. Only three days are allowed for the company to make the entry in the registe
U.K. Limited Companies
Maintenance of Company Records and Filings
£ 49.95
Nominee Secretary Service for Public Records for one year:
Nominee Secretaries do not usually have an active role or function in the actual business of the company.
Incorporation of limited and unlimited companies, plcs, branches of overseas entities, LLPs