Background

Our client asked us to carry out a review of a register of members which it was a shareholder of, in order to identify any changes to the percentage of shares they held.

The Situation

This was a sensitive matter, as there were various ongoing disputes between our client and the company involved, which our Litigation team were advising on.

As part of their ongoing action our client needed evidence to show that their shareholding had been diluted, since it became a member of the company in 2011.

How we helped

To begin with the client made a request to the company for a copy of its register of members.

Once this was provided, we carried out a corporate health check, which helped us to confirm the current shareholding percentage. We then used this information to track each change in that percentage from 2011 to the present date.

The next step was to prepare a spreadsheet confirming how each of the various changes in capital had affected our client's ownership. The data we collated was put into chronological order, so as to identify the nature of any change to the percentage of ownership at each stage, and any variation to the share rights of the shares held.

Outcome

We were able to successfully establish our client's shareholding percentage, and identify where changes had occurred. We also shared this information with our Litigation team as part of their ongoing engagement with the client.

Background

Our client was in the process of purchasing a large luxury camping and caravan business and needed to clarify the target's UK company structure as a matter of urgency.

The Situation

In total there were 7 group companies, with various levels of business activity. We were asked to carry out a review of each of the group companies' records, which were made available to us electronically. The team had to work together, towards a very tight timescale due to the urgency of the request.

How we helped

We began by carrying out a high level review of the statutory registers provided to us.

Following this, we prepared a detailed report noting the current position of each company and outlining any discrepancies found against the information held by Companies House. We also provided the client with a schedule of any suggested remedial actions, so as to ensure that the companies remained compliant with CA2006 requirements.

Outcome

Our contact was delighted with the quick turnaround and the level of support and guidance which we were able to provide. The purchase of target went ahead.

Background

Our client asked for help on their re-branding project.

We were instructed to incorporate 11 new companies, each on a same day basis. Following this, there were name swaps affecting a total of 20 UK group companies, in order to protect certain historical group company names.

The Situation

A date was in place for the re-brand, the team had to work towards some very tight timescales.

We identified the key dates with our client, to make sure that there was plenty of time for the required meetings to be held and that the relevant signatories etc. would be available.

How we helped

Our first step was to make sure that the proposed names were available for registration, which we checked using Companies House records.

We collated the relevant information from our client, and used this to arrange for each new company to be registered on a same day basis.

Following approval we were then able to file each of the name swaps on the selected date. Once the name changes had been registered, we provided our client contact with the Certificates of Incorporation on Change of Name, and updated the various companies' statutory records.

Outcome

Our client has successfully re-branded its business, and protected historical group companies' names.

Entity management is best defined as being the management of corporate records and good governance.

Our company secretarial team can provide you with a full and comprehensive company secretarial offering, so as to ensure strong regulatory compliance, at cost effective rates.

By instructing us, we will relieve you from the administrative burdens a company faces each year, allowing you time to focus on the day to day running of your business.

As part of this service, our team will:

• Maintain your company's statutory registers;
• Have responsibility for any annual compliance filings, and file within a timely manner; and
• Provide assistance with ad hoc company matters, from routine changes i.e. change of directors, to more bespoke matters i.e. cash repatriations (dividend payments/capital contributions

CA2006 requires companies to keep certain records, which are commonly known as statutory records, registers or books.

The registers that must be kept by a company, and also made available for inspection are:

• Register of members
• Register of charges (only in relation to those created before 6 April 2013)
• Register of directors
• Register of directors' residential addresses
• Register of secretaries
• Register of people with significant control
• Register of debenture holders
• If a public company, a register of interests in shares disclosed in pursuance of a s.793 notice

DWF ensure that the statutory records are maintained in accordance with CA2006, and can arrange for access to be provided to you or an authorised third party if required.

DWF use one of the leading company secretarial software packages, Blueprint OneWorld, to maintain our clients' records and make filings at Companies House.

Our processes meet the CA2006 requirements with regards to how a company's statutory records should be kept, which states that they may be:

• Kept in hard copy or electronic form; and
• Arranged in such manner as the directors think fit.

We can also provide you with read only access to your company's records, via a secure server, making it easier for you to review and report on the information held.

Any hard copy records which are provided will continue to be held by DWF in secure storage.

Every company, including dormant and non-trading companies, must file a confirmation statement ("CS01") each year, which is used to confirm that certain information filed at Companies House (regarding directors, share capital, PSC etc.) is up to date. The CS01 must then be filed within 14 days of its review period, which usually begins on the anniversary of its incorporation, unless changed by the company to an alternative date.

As part of our service, we will keep you up to date with any upcoming filing deadlines. We will provide you with a summary report and draft CS01 so that you are able to confirm that the contents are accurate ahead of us making the filing at Companies House on your behalf.

Every company must also prepare accounts that report on the performance and activities of the company during the financial year, which is usually a 12 month period. The accounting records must contain:

• Entries showing all money received and expended by the company; and
• A record of the assets and liabilities of the company

DWF can assist with the preparation and filing of dormant company accounts, however, a trading company's accounts would usually be prepared by auditors.

Documents may be filed in paper copy, being sent to the relevant Companies House office. Following receipt of the document, Companies House will review and if accepted register the filing within approx. 5 working days.

However, it is more common for filings to be made electronically either via Companies House web filing service or using a specialist software (as per DWF's system). This is a much quicker process as the majority of forms will be accepted within 24 hours. It also ensures consistency and reduces the risk of human error.

DWF use Blueprint OneWorld not only to maintain our clients' company information, but to make relevant filings at Companies House. The advantage of this is that the statutory records of a company are automatically updated once the document has been registered for filing.

The usual time allowed for delivering accounts to Companies House is:

• 9 months from the accounting reference date for a private company
• 6 months from the accounting reference date for a public company

It is possible to make some changes to the accounting reference date of a company, however, if doing so please seek guidance ahead of registering at Companies House.

Failure to deliver accounts on time is a criminal offence. In addition, the law imposes a civil penalty for late filing of accounts on the company. The amount of the penalty depends on how late the accounts arrive and whether the company is private or public at the date of the balance sheet. This begins at £150 (private limited companies) and £750 (public limited companies), and will increase depending on when the accounts are submitted for filing.

DWF will ensure that you are made aware of such deadlines well ahead of time and can provide you with guidance regarding filing.

The majority of information held by Companies House is available free of charge via an online facility known as the Companies House Service (CHS). The service is still under development and is being run in parallel with the existing WebCHeck and Companies House Direct services.

Information available via CHS, include the following:

• Basic company information:
      - Company type, number, place of registration, date of incorporation, registered office address, nature of business, and company status
• Compliance information:
      - date of last accounts/confirmation statement filed; and
      - date of next accounts/confirmation statement due
• Full filing history:
      - containing filing date and images of documents;
• Current and resigned officers details
• PSC information
• Mortgages and charges data

Yes, DWF carry out a large volume of new company incorporation requests each year. Our standard fee is £450 (inc. disbs) + VAT, which includes:

• Same day incorporation, if received by midday
• Incorporation with the correct officers, share capital, shareholder and PSC details
• Incorporation with standard DWF Articles of Association
• Preparation of first board minutes and supporting documentation
• Preparation of statutory records, and providing copies when requested

The process is very straightforward and we have a standard questionnaire used to collate all of the required information from you. We use this to submit the request at Companies House and the majority of our new company incorporations are registered on a same day basis. We will provide you with regular updates and, once registered, a copy of the Certificate of Incorporation.

When instructing DWF to provide ongoing company secretarial support, we request that any hard copy records held by the company are sent to us for review.

We will then check the contents of the statutory records provided against the information which is registered at Companies House, so as to identify any inconsistencies with the public record. As part of this service we will provide you with a comprehensive report, summarising our findings and suggesting any remedial actions that may be necessary.

Should we identify any discrepancies, DWF will provide guidance in respect of the required remedial actions and updates to the company records.

Corporate governance is a system of rules and best practices which are put in place to ensure that a company remains in good standing, whilst balancing the interests of its stakeholders.

Subscribing to our annual compliance service will assist you by ensuring that the company remains compliant with CA2006.

DWF have over 20 years' experience within the professional services market, and have a wide range of knowledge with regards to compliance and corporate governance based issues. It would be unusual for us to be met with a query of this nature, which we have not considered before.