Directors Immediate Duties After A UK Limited Company Is Incorporated
After the company formation documents forms 10 and 12 with the memorandum and articles of association have been submitted to Companies House the directors will be advised via the registered office that the new company has been registered with the Certificate of Incorporation. Following confirmation the company has been formed the directors need to take a number of actions to set up the books of the new company.
Statutory Books and Registers
The directors have a legal responsibility to keep a set of statutory books on behalf of the limited liability company. These statutory registers include a statutory record of the company directors and officers with a note of their interests, particularly as they affect the new company, a statutory register of members who are the shareholders and a statutory register of debentures and charges on the company assets such as loans and mortgages.
The statutory register of directors and officers including the company secretary includes the names and addresses of the directors initially as submitted on Companies House form 10 and amended if the directors or thier details change. Director interests include other directorships and personal or associated interests in any company assets.
The statutory register of members is the original subscribers to the memorandum of association plus any subsequent shareholders. This register of shareholders states 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.
It is a legal requirement to keep a statutory register of any charges, mortgages and debentures that have been entered into by the company with a note of the specific capital assets of the company to which these charges are related.
Company Share Certificates
The new limited company should issue to its members a share certificate as evidence of the ownership of those shares. The design of the share certificate is an internal affair for the company. Details to include 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. It is common to also generate a share issue reference number but this is optional.
Limited Company and Name
Under the Companies Act 1985 the company name must paint or affix that name on the outside of every office and place of business including the home of the director if company business is carried out there. The company must also state its name on all business letters, purchase order forms, official publications, cheques, orders, invoices, monetary notes and receipts and websites.
Companies formed in the UK must state its place 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.
Company Annual Return
Companies House send an annual return, known as the shuttle, to the company registered office with the corporate details pre-printed. The company annual return has to be signed and returned to Companies House within 28 days confirming the details are correct and including any amendments over the preceding year plus the annual filing fee of thirty pounds.
Amendments to registered office or directors also require to be advised to Companies House on the appropriate filing document copies of which can be obtained from the Company House website. If the company details have not changed then the shuttle form can be signed off as received and returned to Companies House. Failing to return the signed annual return can and does trigger a the Company being listed in the London Gazette, potentially being struck off the corporate register with consequent penalties and fines to the directors.
Company Accounting
The company accounts start on the day of incorporation with the receipt of the monies relating to the the initial shares subscribed for on the memorandum of association and paid on that day. From the day of incoporation onward the directors are also responsible for maintaining financial control over the company transactions. Accounting software includes a measure of financial control a new company must maintain but the control over the accuracy and maintenance of those financial records is still the responsibility of the directors to produce accdurate financial accounts for tax purposes and the shareholders. The accounting reference date is notified by Companies House and is the date to which the first set of financial accounts should be prepared unless Companies House have been officially notified oif a change Tthe accounting reference date is normally the last day of the month 12 months after the date of incorporation or within 7 days of 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 and downloaded from the Companies House website.
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