Company Secretarial Services

This is where you set up a limited company to trade through and this must be done through Companies House https://www.gov.uk/government/organisations/companies-house

Once the company is set up there are thigs that must be done annually but some things only need to be done if there are any changes.

Forms that need to be submitted on an annual basis are:

  • Statutory Financial statements-this can be done for period less than a year, 12-month period known as a year and an 18-month period, but the 18-month period is the maximum you can do them for.
  • Confirmation Statement this must be done annually and is normally done on the anniversary of when the company was set up, although this can be changed.

This is where you must confirm the company details to Companies House and include such things as Registered Office, Directors, Shareholders, People of Significant Control, and this is a public register so any one can see this.

Other Forms

Here are the most common other forms that need to be submitted when changes to the company are made are:

  • Form AP1- this is where you are adding a new director to the company.
  • Form TM01-Where you have a director who is resigning.
  • Adding a person of significant control- A person with significant control (PSC) is someone who owns or controls your company. They are sometimes called ‘beneficial owner.
  • Form AD01 Change of Registered Office- this is where you are changing the company registered office. This where all the financial records are kept and must be done within 14 days of this taking place.
  • Form NM01-this is where the company wants to change the company name and approval from Companies House is needed before it can be changed.
  • Form AP03-this is where you appoint a company secretary.
  • Form TM02-this where a company secretary resigns.
  • Form SH01-this is used to inform Companies House that the share capital of a company has been increased.
  • SH03-this form is used when the company is buying back the share from shareholders, but the purchase must be made in cash form trading.

Submission of Forms

These forms can be submitted in papers for or online.

If you are going to use papers form to do this recorded or special delivery is strongly recommended as this is the only way to prove you sent in the form. If the form goes missing the form won’t get processed there could be further consequences from this.

If you are going to do these online where possible this is the safest way as once the form is received, you will get an automatic response acknowledging this for has been received.

To register for web filing go to:

https://idam-ui.company-information.service.gov.uk

Persons of Significant Control

A person with significant control (PSC) is someone who owns or controls your company. They’re sometimes called ‘beneficial owners.

You must identify your PSC and tell us who they are. This might be you, or someone associated with your company. A company can have one or more PSCs.

You must record their details on your company’s PSC register, and you’ll need to include this information when you set up (incorporate) your company.

If you cannot identify your PSC, or do not have one, you need to tell us.

Identifying your PSC

A PSC must meet one or more conditions known as the ‘nature of control’. Your register must show which conditions are met.

How to identify people with significant control (PSCs)

Most PSCs are those who hold:

  • more than 25% of shares in the company
  • more than 25% of voting rights in the company
  • the right to appoint or remove the majority of the board of directors.

You should check your company’s register of members for information on shareholders and voting rights.

Your company’s constitution and articles of association may also contain information on voting and other rights associated with ownership of shares in the company.

Other significant influence or control

Your PSC might influence or control your company through other means. This could be directly, or on behalf of someone else.

For example, someone may influence or control the actions of directors or shareholders.

This condition will only apply in limited circumstances. The full PSC guidance has more information on the meaning of ‘significant influence or control’.

If your company is controlled by a trust or firm without ‘legal personality’

This condition will only apply in limited circumstances. You should read the full PSC guidance and seek professional advice if you think this applies to your company.

If the trust or firm meets any nature of control, you’ll need to record all trustees or members/partners of the firm as PSCs of your company and register this information at Companies House.

Recording your PSC information

You must confirm certain details with your PSC, before you can record them in your PSC register. The details you’ll need are:

  • name
  • date of birth
  • nationality and country of residence
  • correspondence address – known as the ‘service address’.
  • home address (this must not be disclosed)
  • the date they became a PSC of the company.
  • the date you entered them into your PSC register.
  • all natures of control which apply.

You must include the level of their shares and voting rights, within the following categories:

  • over 25% up to (and including) 50%
  • more than 50% and less than 75%
  • 75% or more

If your PSC information changes

You must record any changes to your PSC information in your company’s PSC register, such as a change of personal details or nature of control. You must do this within 14 days of the change.

You must send these changes to Companies House within a further 14 days. It’s easier to do this online.

If you need help or want more information on this then, please contact us.

gary@cubicaccountants.co.uk

Call 07795 425032

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