Administration requirements Flashcards
(8 cards)
what is the purpose of the confirmation statement?
who must file it and when must it be filed?
the purpose is to confirm information CH holds is correct + future activities are lawful
Applies to all companies + LLPs
Must be filed within 14 days after the company’s review period, i.e.:
o New companies = 12 months after incorporation
o Existing companies = 12 months from the end of the last review period (NB: if the company files the CS early, this changes the review period)
NB: the review period cannot exceed 12 months
what are the statutory registers?
what is a company’s obligation?
where can they be kept?
Companies are required to keep the following statutory registers:
o Register of members
o Register of directors
o Register of directors’ residential addresses
o Register of secretaries
o Register of persons with significant control (PSC)
The registers must be available for inspection at either:
o The registered office;
o The SAIL (= single alternative inspection location); or
o The public register at CH (LTDs only)
Can be kept in electronic or paper format
what information is recorded on the register of members?
when must they be updated?
what are the inspection obligations?
Register inc.:
o SHs name
If joint SHs, both names must be inc.
LTD with only 1 SH must be a statement to this effect. A further statement is required if this changed (inc. the date). Failure = criminal offence.
o Address
o Date they become a SH/ceased to be a SH
o Shareholding details (inc. number and class)
o Amount paid
o Index of SHs if more than 50
If the register is kept at the registered office or SAIL:
o SHs can inspect or obtain a copy for free + others for a prescribed fee.
o Person requesting to view the register must give their details, the purpose the information will be used for + if it will be disclosed to another person
o Company has 5 days to comply or apply to court to seek permission to refuse to request on the basis the info is not being sought for a ‘proper purpose’
The register following allotment or transfer of shares must be updated as soon as practicable and within 2 months. Failure = criminal offence.
what information is inc. on the register of directors?
what are the inspection obligations?
Register inc.:
o Individual Ds: name, service address, country of residence, occupation, DOB
o Corporate Ds: name, registered office, company no. (if LTD)
If the register is kept at the registered office or SAIL SHs can inspect for free + others for a prescribed fee (not entitled to request a copy)
what information is inc. on the register of directors’ residential addresses?
what are the inspection obligations?
States D’s residential address unless this is the same as their service address. If so, the register will inc. a statement to this effect
SHs + others cannot inspect this register
who must keep a register of PSC?
where is the register kept?
when must this be updated?
- Applies to companies + LLPs
- Information kept on CH’s central register + company’s own register (unless LTD elects register is kept at CH)
- Updates to register must be made within 14 days (inc. updating CH register)
when will someone be a PSC and what are the company’s obligations in this regard?
Any person/entity that satisfies one of the below is a PSC:
o Direct or indirect ownership of more than 25% of the shares or voting rights
o Direct or indirect right to appoint or remove the majority of the BOD
o Actual/the right to exercise significant influence or control over the company
o Controls a firm or trust which can do any of the above
Companies have a duty to take ‘reasonable steps’ to ascertain potential PSC i.e. reviewing the AAs, register of members, SH agreements
what information is kept on the register of company secretaries?
what are the inspection obligations?
register inc.:
* Individual secretary: name + address (can be the company’s address)
* Corporate secretary: name, registered office, company no. (if LTD)
If the register is kept at the registered office or SAIL SHs can inspect for free + others for a prescribed fee (not entitled to request a copy)
