Meetings, official records, filling accounts and company annual returns and protecting your corporate identity are all basic company administration duties you must fulfil in order to comply with Companies House regulations.
Under the new Companies Act 2006 private companies are no longer required to hold an Annual General Meeting unless they want to. However, if 10% of shareholders want a meeting it must be held and 14 days notice (seven days for unlimited companies) must be given. Companies are no longer required to send out annual accounts before an AGM although they must be sent to members by the time they are filed with the registrar of companies.
Companies House must be notified of important decisions taken at meetings within 15 days, and minutes must be kept of directors’ and general meetings. Generally the company secretary carries out these tasks, but from April 2008 companies can choose not to appoint a company secretary and they can then be done by other officers.
Official records must be kept (known as “registers”) of
- Shareholders and the shares they own
- Directors and secretaries
- Directors’ other commercial interests
- Loans or other obligations that affect the company’s general financial health.
- Names of anyone, other than the registered owner that has an “interest” in shares – if it is a public company.
Records need to be accessible. Anyone can ask to inspect your company’s register of members. Members of your company are entitled to inspect and have copies of the minutes of the general meetings. However only directors are entitled to see minutes of directors meetings – but others may ask for copies of a particular meeting.
Filing yearly accounts and the company’s annual return with Companies House
Directors are personally responsible for submitting yearly accounts and the company’s annual return to the Registrar of Companies every year. The annual return is a record of information about your company, its registered office, directors, shareholders etc. It must be filed within the set time limits outlined in the earlier article on filing dates and responsibilities. Likewise the annual accounts.
Use webfiling wherever possible – it is fast, accurate, cheaper and secure. (£15 online compared to £30 for paper submission)
Protect your corporate identity
Companies and their directors can also fall victim to identity fraud. Criminals can seek to commit corporate identity fraud in a variety of different ways, including by fraudulently changing a company’s registered details at Companies House. The best way to combat it is to follow Companies House’s 3 point plan. This involves filing information online (WebFiling), signing up to submitting all papers online (PROOF), and subscribing to an alert system that notifies companies when changes to their details are made (Monitor).
Late filing penalties
Over one thousand directors get an automatic penalty for late filing each year, with fines ranging from £150 – £1,500. Directors can be prosecuted and companies may be struck off.
Companies House must also be informed if you change your accounting reference date, changed registered office, appointed a new officer, or an officer has left or their personal details changed. Also if you have made a share issue or any important decisions are made at a company meeting or if financial charges are made that affect company assets.