CA2006 Guidance and Latest News

BTC Electronic Filing Latest Developments (April 2010)

As always we are striving to keep up with the ever changing requirements from Government and the needs of our customers. We are pleased to announce that the E-Filing software we use is now the 6th most popular method of filing into Companies House, after Companies House themselves, Sage and Iris.

Annual Returns Latest

All companies who are entered through the BTC E-Filing module by use of their authentication code, whether they were formed by BTC or not, will now receive an automated e-mail reminder for their annual return 30 days prior to the return date.

For online annual return completion we are now drawing down the information held at Companies House and pre-populating the annual return, this again is for all companies who have their authentication entered through the BTC E-Filing System. This makes the filing of all annual forms and returns a simpler process, for which most filings are free. You can book the cost of the annual return filing to your account.

Online LLP’s and Name Changes

Companies House are planning on going live for the formation and form management of LLP’s and name changes, electronically from July 2010, this will speed up the process to under 24 hours for these services. The XML templates are written and we are currently beta testing this service so you will notice LLP in the company type drop down menu ready for future live online use.

Companies Act 2006 - The final Implementation

1 October 2009 sees the final and largest implementation of the Act. This will change the way most advisors and directors administer companies. Some of the more important changes are:

• Directors’ services addresses - all company registers need updating
• Directors’ residential addresses to become ‘protected information’
• New procedures for the administrative restoration of companies
• All new Companies House forms, all the 1985 Act forms rescinded
• Voluntary strike off extension
• All companies’ constitutions will be Articles only
• Companies formed after 1 October 09 will be based on the new model articles
• All 1985 Act companies may need to review their Articles, Memorandum of Association will become part of the Articles, may need to adopt new model Articles
• Abolition of Authorised share capital
• A ‘Statement of capital’ is required every time there is a change and with the annual return
  

In addition to the Companies Act changes there is also the ‘Shareholders Rights Directive’ which came into force on the 3 August 2009 with new rules for all companies when calling and holding general meetings.

To aid our clients we have produced a series of information sheets on various topics concerning the full implementation of the Companies Act 2006. They are designed to help gain a better understanding of how the correct use of the simplification contained within the Act can increase the quality of works being undertaken and reduce potential errors to a minimum when advising clients in their affairs.

BTC Guidance on Strike Off and Restoration

This guide explains the simpler processes of strike off and restoration, how you can remove your company from, and restore it to, the register of companies. It deals with the following topics;

• Voluntary strike off and Dissolution - how you can ask the registrar to remove your company from the register.
• Companies no longer carrying on business or in operation - how the registrar may remove your company from the register if it is no longer carrying on business.
• Administrative Restoration – how a former director or member may apply to the registrar to have the company restored

We have produced a 13 page guide to the requirements effective as from 1 October 2009 as part of the 2006 Act. To obtain your PDF copy simply follow the link below.

BTC Guidance Notes On Strike Off and Restoration

BTC Guidance on AR01 The Filing of The Annual Return

The Companies Act 2006 introduces a new regime for all Companies House Forms, the one all professionals will have some involvement with is the annual return.

The new AR01 Form effective from 1 October 2009, brings some of the newer concepts to the fore immediately, such as the concept of service addresses, non disclosure of shareholder addresses and statements of share capital. This guidance will look at the requirements for the disclosure of addresses, the statement of share capital, and acts as a checklist to aid completion.

We have produced a 6 page guide to the requirements effective as from 1 October 2009 as part of the 2006 Act. To obtain your PDF copy simply follow the link below.

BTC Guidance Notes On AR01 The Filing of the Annual Return

BTC Guidance on Service Addresses and Company Registers

The Companies Act 2006 introduces a new regime for the disclosure of residential addresses. This affects both directors and shareholders. The public issues surrounding these changes will affect many procedures we have undertaken in the past, from the allotment of shares, appointment of officers to the filing of the annual return, to name but a few. It also seriously effects the maintenance of the company registers.

This regime is effective from 1 October 2009, although there is a short period of transition for existing companies, it will effect all almost immediately. This guidance will look at the requirements for the disclosure of addresses, the public issues, the register of directors and secretaries and the requirements for the register of members.

We have produced a 14 page guide to requirements effective as from 1 October 2009 as part of the 2006 Act. To obtain your PDF copy simply follow the link below.

BTC Guidance Notes On Service Addresses amd the Company Registers

BTC Guidance on Company Names

The Companies Act 2006 has strengthened the rules regarding ‘same as’ by the introduction of ‘The Company and Business Names (Miscellaneous Provisions) Regulations 2009’ (SI 2009/1085)’.

These Regulations have tightened the rules regarding differentiating one company from another with the use of words or abbreviations such as ‘UK’, Services or trading, even the use of a plural. Differences we have taken for granted in the past, for example, XYZ Ltd being already taken so we therefore incorporate XYZ UK Ltd since it is different from XYZ Ltd, this has now been deemed under these Regulations as ‘same as’, so therefore not allowable.

We have produced a 11 page guide to name requirements effect as from 1 October 2009 as part of the 2006 Act. To obtain your PDF copy simply follow the link below.

BTC Guidance Notes On Company Names

BTC Guidance on Written Resolutions

The 2006 Act makes it much easier for private companies to use written resolutions to conduct any business that requires the members’ approval. Previously, under the 1985 Act, in order to pass a resolution as a written resolution, all the members entitled to receive notice of meetings had to consent to the resolution in writing. The 2006 Act allows ordinary resolutions to be passed as written resolutions by members representing a simple majority of the total voting rights of eligible members, and special resolutions by members representing a 75% majority of the voting rights of eligible members.

We have produced a 6 page guide to written resolutions and how to prepare, distribute and submit them within the confines of the Act. To obtain your PDF copy simply follow the link below.

BTC Guidance Notes for Written Resolutions

1st July 2009

Draft Companies House Forms released & BTC Guidance Notes

Companies House has released draft versions of the forms to be used from 1 October 2009 when the final commencement order of the 2006 Act comes into effect. These forms supersede all the 1985 Act forms.

Companies House will however accept certain older forms for a period of 6 months through the transitional period.

The main area affecting the advisor immediately on 1 October will be changes to the annual return where a statement of capital is required as well as the requirement for service addresses for Directors. Annual returns that list shareholder addresses after this date will be rejected as incomplete.

The concept of service address, the protection of a director’s residential address and the amendments to the registers accordingly may cause some concern in the short term. This can also be said of the concept of ‘statements of capital’ is be submitted with all annual returns and situations affecting capital such as allotments of shares.

We have produced an 11 page starter guide to the 8th commencement order which can be accessed by clicking the link below. We will be producing other more in depth guidance notes before the end of September as well as arranging a number of training seminars with the DTE Group for September and October.

BTC 11 page guidance Notes on the 8th Commencement Order