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Basic Legal Requirements for Companies

Registrar of Companies
Regulation and control of all companies in England, Wales and Scotland is by the Registrar of Companies at Companies House. The addresses are:

The Registrar of Companies
Crown Way
Cardiff CF14 3UZ
(for companies registered in England and Wales)

The Registrar for Scotland
Companies House
4th Floor Edinburgh Quay 2
139 Fountainbridge
Edinburgh EH3 9FF
(for companies registered in Scotland).

Forms and notes for guidance are available from Companies House.

Officers of the Company
Every company must have at least one individual formally appointed as Company Director.

From 6th April 2008, the post of Company Secretary is optional for private companies.

Companies House must be notified within 14 days of the following events using the appropriate form:

AP01: Appointment of Director
AP02: Appointment of Corporate Director
AP03: Appointment of Secretary
AP04: Appointment of Corporate Secretary
TM01: Terminating Appointment as Director
TM02: Terminating Appointment as Secretary
CH01: Change of Particulars for Director
CH02: Change of Particulars for Corporate Director
CH03: Change of Particulars for Secretary
CH04: Change of Particulars for Corporate Secretary

Registered Office
All companies must have a registered office. This is the address of a company to which all Companies House letters and reminders will always be sent. It can be anywhere in England or Wales (or Scotland if your company is registered there).

Any change of a company's registered office address must be notified to Companies House on Form AD01.

Company Stationery
The following must be shown on all business letters and order forms:
Place of registration (eg registered in England and Wales) Company number
Address of registered office
A company does not have to state the directors' names on its business letters but if it chooses to do so it must state the names of all its directors. The company name must be shown on all other documentation e.g. invoices.

Place of Business
The company name must also be displayed outside every place of business.

Informing the Registrar of Companies and Members
The directors must provide certain information to the Registrar of Companies at Companies House as well as to members:

a) An Annual Return must be delivered to the Registrar at least once every 12 months. This gives details about the company's directors and secretary, registered office address, shareholders and share capital. Companies House send a reminder to the company's registered office a few weeks before the date it is due. The Annual Return can be filed online at the Companies House website.

b) Companies House forms notifying the Registrar of certain events must be sent promptly to the Registrar. A change of directors'/secretaries' details must be notified within 14 days. Changes in the registered office address; details of charges and share capital; and liquidation, receivership, administration or voluntary arrangement by the company also have to be notified to the Registrar. All these details must be sent using the correct Companies House form.

c) Copies of special and extraordinary resolutions must be sent to the Registrar.

d) Annual company accounts must be provided to the Registrar. See the Accounts section

e) Members and auditors must be provided with 21 days written notice of an annual general meeting and 14 days written notice of any other meetings.

f) Not less than 21 days before a meeting at which the company's accounts are to be laid, a copy of the accounts must be supplied to every member of the company, every debenture holder and everyone entitled to receive notice of general meetings.

g) Copies of the company's accounts and other documents must be supplied to those entitled to them, and the directors must ensure that those people entitled can inspect the company records. E.g. members of the company and members of the public are entitled to a copy of the company's register of members; members of the company are entitled to copies of the minutes of its general meetings.

h) The statutory registers must be maintained, as follows
i ) register of members;
ii) register of directors and secretaries;
iii) register of directors' interests;
iv) register of charges.

i) Minutes of directors' and general meetings must be recorded.

What if I Don't Send the Required Information to the Registrar?
Directors may be prosecuted and could be liable to a fine of up to 5,000 for some offences. Failure to provide information to the Registrar may lead him to believe that the company is no longer in business and he may then strike the company off the register.

 
 

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