ALL CHANGE AT COMPANIES HOUSE
LIMITED COMPANIES – ARE YOU PREPARED FOR
THE CHANGES FROM 1st OCTOBER 2009?
From 1st October 2009 significant changes will take place at Companies House. Large chunks of the Companies Act 2006 come into force on that date. The changes are wide ranging and are sure to affect anybody involved in the running of a limited company. You should make sure you are prepared for the new regime.
The article below is a summary of the main changes to affect limited companies:
Forms
As of 1st October 2009 the familiar Companies House forms that limited companies are required to use by law to tell Companies House certain information, for example, annual returns, will all change.
The forms that limited companies will be familiar with are numbered according to the relevant section of the Companies Act 1985 that they refer to. For example the forms 288A and 288B for the appointment and termination of a Director had that title because they referred to section 288 of the Companies Act 1985. From 1st October 2009 the naming of the forms will be functional, in other words the name of the form will relate to its purpose. For example, forms to do with appointments of directors and secretaries will begin with AP. AP01 is for appointment of a director. AP03 is for appointment of a secretary. The old 288B for termination of appointment of a director is now TM01. The form for incorporation of a new company is IN01.
Most company directors will be familiar with the annual return form 363A. This will now be called AR01. Forms connected with the address of a company begin with AD, e.g. change in situation of registered office is now AD01.
All of the new forms are available on the Companies House website.
Other changes:
Directors’ Home Address
At the moment company directors are obliged to provide Companies House with their residential address, which goes onto the public record. This will change from 1st October 2009. Directors will be able to provide Companies House with a “service address” as well as their home address. Only the service address will go on the public record. The residential address will be protected information; only the police, HMRC and in some circumstances credit reference agencies will have access to the home address. Any address including the registered office address of the company can be used as the service address, but it cannot be a PO Box address. Directors whose home addresses are currently on the public record can apply to have a service address, using form CH01 (change of directors details).
Incorporation
There have been changes to the process of incorporation of a new company. There is the new form IN01, together with new basic forms of memoranda and articles. The new memorandum is much shorter and the articles will be the key constitutional document of the company (companies in existence before 1st October will keep their existing memorandum). There are new model versions of articles in the legislation, but it is strongly recommended that you should seek advice when forming a new company as to what is appropriate for your company and whether you should tailor the articles to meet specific requirements.
For existing companies, now may be a good time to seek specialist advice from a company lawyer on your company’s articles, as to whether they still meet your requirements and how they might be improved.
SAIL
The new “SAIL” will be implemented as from 1st October 2009, which is the Single Alternative Inspection Location. This is an alternative address that a company can use for its registers to be inspected, instead of the registered office address.
Restoration
Up to 30th September 2009 all companies required a court order before the company could be restored to the register after having been struck off. This was an expensive process, and an over elaborate process where the only reason for the striking off was, for example, a late filing of company documents which could be easily remedied. There is now a new procedure known as “Administrative Restoration”. Where a company has been struck off under s1000/1001 of the Companies Act 2006. A strike off under s1000/1001 will usually occur where there has been late filing of a document or documents and Companies House has written repeatedly to the company but received no response so decides that the company is no longer functioning and strikes it off the register. The Administrative Restoration procedure can be used in these circumstances so long as the late documents have been filed and any penalties paid for late filing, and so long as the consent of the Treasury Solicitor is obtained. There is a new form for this (RT01) and an application to court is no longer required.
An application to court is still required for some restorations, but not usually where the strike off is purely due to administrative reasons as described above. There is still a companies house fee to pay for the application and there will still be a fee to pay to the Treasury solicitor for their consent to the restoration, but the process is expected to be easier and less expensive than previously.
The above is only a brief summary of the 1st October changes. Specialist advice from a solicitor specialising in company and commercial law should be sought on particular issues. Initial guidance in relation to all of the above changes is available on the Companies House website, and in relation to restoration of a company, also on the Treasury Solicitors website.
There are also changes from 1st October 2009 to the rules governing Limited Liability Partnerships. You should refer in the first instance to the Companies House website for further information if you are involved in running an LLP.
If you need advice or assistance with any of the changes outlined above or any other company/commercial matters contact Elaine Carson of Sandersons company/commercial department. ecarson@sandersonssolicitors.co.uk
For company disputes and company restorations contact Sandersons commercial litigation department:
Paul Grimwood - pgrimwood@sandersonssolicitors.co.uk
Sarah Coates-Madden – scoatesmadden@sandersonssolicitors.co.uk
Tel: 01482 324662
Fax: 01482 860118
Source: Federation of Small Businesses, October 2009