Company Register. associates ltd

Transcription

1 Company Register associates ltd

2 How to use this register associates ltd A register allows you to keep up to date records of legally required company information. It is required by law to keep a company register at your company s registered office address. Alternatively you can inform Companies House of an alternative location (known as SAIL). These notes provide you with a general guide to the administration for the common sections in company law that apply to a private LTD company. It is a legal requirement for your register to be available to any shareholder (member) of your company. It must also be available for inspection to any person wishing to view it, paying a fee of no more than 3.50 per hour. A copy of the register must also be supplied to any person making a valid request. The sections that must be available are: The Register of Members, Directors, Secretaries, Mortgages and Charges. You must complete the relevant forms at Companies House to notify them of any changes to Directors and Secretaries of the company. These changes include: new appointments, resignations and changes to circumstances such as change of address or marital name. You can do this simply using electronic filing. If you require any help please contact us. You must also complete the forms at Companies House if you change your company s registered address or Single Alternative Inspection Location (SAIL). Register of Applications and Allotments This section is not statutory but it s useful to keep an up to date record of your company s share allocation. When issuing shares you will need to complete the relevant forms at Companies House. If you are confused about shares or how to notify Companies House please contact us. Register of Members It is required by law to keep an up to date record of all shareholders (members). Shareholders can be individuals or companies that collectively own the business. With exception to the shareholders appointed when you set up the company no one will be a recognised shareholder of the company unless their details are entered into this register. Transfer of Shares This section is not statutory but considered useful for the administration of your company. For transfers after 13th March 2008 and for less than a value of 1000 you do not have to tell HM Revenue and Customs and you do not have to pay stamp duty. Complete a stock transfer form and pass on the relevant share certificate(s). The share transfer must be then be registered and a share certificate prepared or a notice of refusal sent within two months of the transfer request. If you require a stock transfer form please contact us Register of Directors It is a legal requirement to keep an up to date register of your directors. A director is the member(s) of the company responsible for managing its affairs. A company can also act as a director as long as there is at least one eligible human appointed. You must update Companies House of any changes to your company directors such as appointments, resignations or changes to address or name. We can guide you through this process if you are unsure. If you require further information on directors and their duties please ask. Register of Secretaries You are not required to appoint a company secretary but if you do you must complete a statutory record. As with the register of directors you must complete the relevant forms at Companies House to update any changes. If you would like information regarding secretary duties we can help. Register of Mortgages and Charges This is a statutory record, even if there are no entries. A charge (or mortgage) is the security a company offers to support a loan. Details of the charge must be sent to Companies House within 21 days using the appropriate forms. Register of Debentures You are not required to record this information but it s considered useful. A debenture is a document that creates a debt or acknowledges it. Minutes Your company has a legal requirement to record minutes of directors meetings (board meetings) and general meetings (shareholder meetings). These records must be accurate and record all decisions. They prove that the people responsible for the company have arrived at their decisions correctly. Single director shareholder companies must still record them. Written styles vary but you should include the type of meeting, times and place of meeting, who attended and who voted and details of discussions and resolutions adopted. By law you must keep a record of a dividend declaration in your directors meeting minutes. Share Certificates You are required to issue share certificates to every shareholder within two months of issuing new shares or transferring shares. A transfer of share capital cannot be registered without the share certificate. The certificates name and address must match those you recorded in the register of member s part of this document. The certificate can be issued with a director or secretary signature.

3 Register of Applications and Allotments Class of Shares No. of Application Number of Shares Applied For Name, address and description of applicant of Allotment Amount of Deposit Disctinctive numbers of Shares allotted From To Total amount in respect of Shares Allotted Further amount payable Amount returnable Page in Register of Members Notes

4 Register of Members and Share Ledger Name Address entered as a member ceased as a member Class of Share Denomination of Allotment or Entry of Transfer Reference in Register of Allotments Transfers Number of Shares Distinctive Numbers Consideration Aquisitions Disposals Balance Notes From to

5 Register of Transfers Transferer Transferee Number of Transfer Name Certificate Number Number of Shares Transferred Folio in Register of Members Distinctive Numbers of Shares Transferred From To Name, Address & Description Folio in Register of Members Certificate Number Price or Consideration

6 Register of Directors Surname & Full Names Change of Address Any Former Names Adresss Service Address or registered or principal office of corporation Business occupation and particulars of other directorships Change of Address Adresss Nationality Place or Country of Residence of Birth of Appointment Minute Change of Address of Registration Minute s & details of changes Adresss

7 Register of Secretaries Surname & Full Names Surname & First Names Any Former Names Any Former Names Service Address or registered or principal office of corporation Usual residential Address or registered or principal office of corporation of Appointment Minute of Appointment Minute of Registration Minute of Registration Minute s & details of changes s & details of changes

8 Register of Directors Residential Addresses Name of Director Change of Address Residential Address If residential address is the same as service address then enter same as service address. Otherwise, and if service address is the company registered office, enter full residential address. Adresss Change of Address Adresss Change of Address Adresss

9 Register of Debentures Debenture Number Amount Description of property charged Name and address of debenture holder Annual Interest Rate Amount of half-year s interest interest due Notes

10 Register of Mortgages and Charges Description of Instrument creating Charge Amount of Charge Rate of Interest Description of property charged Name and address of Mortgagee or Person entitled to Charge of discharge of Charge Notes

11 Minutes Subject Heading

12 Certificate Number Number of Shares Limited This is to certify that of Is/are the registered holders of shares of In the above named company, subject to the Memorandum and Articles of Association of the company. Given under the common seal of the above company, this day of 20 Or under the signatures of a director and the secretary or alternatively two directors of the company in accordance with the provision of section 44 of the Companies Act 2006, there being no requirement for a common seal. Directors(s) Secretary