After the UK limited liability company formation documents
have been submitted to Companies House to register the new
company Companies House will then send notification to the
new registered office that the new company has been
incorporated with the Certificate of Incorporation.
Following confirmation that the new company has been formed
the directors need to take a number of actions to start the
new company on the correct footing.
Statutory Books and Registers
Following the company formation the directors have a legal
responsibility to keep a set of statutory registers on
behalf of the limited liability company, known as the
statutory books. The statutory books to be kept include a
statutory register of the appointed directors and their
interests, a statutory register of members and a statutory
register of charges on the company assets. The majority of
company formation agents provide templates for the
statutory registers
The statutory register of directors should include the full
names and addresses of the directors which can be entered
from the Companies House form 10 details originally
submitted to Companies House when the new limited liability
company details were submitted for registration. In
addition the director interests should be included such as
other directorships and specific interests in any company
assets.
The statutory register of members is a list of the company
shareholders which will include the original subscribers to
the memorandum of association. This statutory register of
shareholders should state the name and address of the
shareholder, the number of shares issued stating the class
of share if different classes are issued and the date when
those shares were issued. The date the shares were issued
to the subscribers to the memorandum of association would
be the date the company was incorporated.
It is a legal requirement to keep a statutory register of
any charges, mortgages and debentures that have been
contracted by the company. The statutory register should
also include the details of any assets which are the
subject of those charges.
Share Certificates
After the company has been incorporated the newly formed
company should issue to its shareholders a share
certificate which is prima facia evidence of the ownership
of those shares. There is no prescribed convention for the
design of the share certificate which is an internal
corporate affair. The details entered on a share
certificate would be the company name, shareholder name,
registered office of the company, class and number of
shares with the share certificate normally signed by the
issuing authority such as the company secretary.
Disclosure of the Limited Company and Name
Under the Companies Act 1985 each company must paint or
affix the name conspicuously on the outside of every office
and place of business even if this is the home of the
director. The company must also state its name legibly on
all company business letters, order forms, official
publications, cheques, orders, invoices, monetary notes and
receipts and on all websites.
In addition companies must also state its pace of
registration e.g. registered in England and Wales or
registered in Scotland and the company registration number
on all business letters, order forms and websites. A
company does not have to show its directors names on
business letters but if it chooses to do so then all the
director names must be shown. A business letter must show
every directors name or none.
Annual Return
Every year Companies House will send an annual return to
the company registered office with the corporate details
pre-printed. This annual return is known as the shuttle
form and should be signed and returned to Companies House
within 28 days confirming the details are correct also
enclosing the annual filing fee of thirty pounds.
Any new details or changes to the information contained on
the form should be advised to Companies House on the
appropriate document such as changes in registered office
or directors. In many cases particularly for small limited
companies there are no changes and the form can simply be
signed and returned. It is important that the annual return
is returned as failing to do so can and does trigger a
process that would lead to the Company being listed in the
London Gazette and eventually dissolved with various
penalties to the directors who failed in their
responsibilities.
Company Accounts
A company must both keep company accounts which start on
the day of incorporation, the initial shares having been
issued and paid on that day and also maintain a
satisfactory system of financial control. An accounting
software package can significantly assist a new company set
up a financial accounting system in a correct manner to
maintain accurate company accounts. Unless the accounting
reference date is changed and notified to Companies House
the first financial year end will be what is termed the
accounting reference date which is the last day of the
month 12 months after the date of incorporation or within 7
days of this date and the company accounts have to be made
up to this date.
The company accounts year end date can be changed by the
company only if application is made to notify that change
before the notified filing date for the accounts. To notify
a change of accounting reference date applicants use
Companies House form 225 which is available free of charge
from the website.
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Terry Cartwright, a Chartered Company Secretary, provides
inexpensive company formation packs at
http://www.diyaccounting.co.uk/company.htm including
statutory books and share certificates at
http://www.diyaccounting.co.uk/company/statutorybooks.htm
for individuals starting a limited company
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