first time directors
DESCRIPTION
Companies House information and guidance for First Time Directors.TRANSCRIPT
Andrew PinnellEvents Team
Agenda
• Welcome
• Companies House – Who are we?
• The Limited Company and the Companies Act 2006•15 minute comfort break
• How to file your information online
• Our information services
• Intellectual Property – what is this?
• Key conclusions
Who we are
What we do
How we do it
Why we do it
‘the heart of company information in the UK, recording the life events of companies for ALL to see’
• A world class information exchange;
• Accessible, easy to use;
• Creating excellent customer experiences;
• Providing trusted information.
Strategic Review
• Key aim is to provide free data
• All transactions to be filed electronically in the future
• Work on improving the quality of the register
• Working with other Government departments such as HMRC
• A single route in dealing with the Government
All Company Types
• Private Limited Companies
• Public Limited Companies (PLC’s)
• Dormant Companies
• Limited Liability Partnerships
• Community Interest Companies
• Limited Partnerships
• Micro-Entities
Starting a New Company
Incorporation
Web Incorporation Service
• Simple company structures only
• £15 fee
• 141,239 in 2013/2014
• 29.5% of all incorporations
Incorporation
• Via Formation Agents (using software packages)• 328,268 in 2013/2014
• 68.58% of all incorporations
• £13 fee for agents
• Competitive prices – shop around there is a list of software suppliers/agents on our website
Making Changes
Company Name
• Online option for change of name by resolution (£8 fee)
• 4 ways to change the company name (£10 fee by paper)
Memorandum of Association
• Pre-2006 Act – by resolution
• Post -2006 Act – no changes allowed
Articles of Association
• Changes/ adoption by resolution
You must file resolution and fully revised articles at Companies House within 15 days.
Trading Disclosures
Company name to be displayed at:
• All places of business• Registered Office Address
But does not apply to:
• Dormant Companies • Primarily residential addresses
Trading Disclosures
All items of Business Stationery & Communications including emails and Company Website must show:
• Company name
• Place of registration
• Registered number
• Registered office address
• Director information
• If being wound up, that fact
Single Alternative Inspection Location
Or known as “SAIL” applies if:-
• Your company records & registers are not kept for inspection at the registered office address
• Only one SAIL address allowed
• Address notified on AD02
• Records & Registers at the address listed on AD03
• Also notified on annual return
• All forms involved can be filed online
Director & Secretary Responsibilities
Secretary Duties
Every Public Limited Company needs one
Private companies – it is optional
Usual duties include:
• Notifying changes
• Maintaining statutory registers
• Notifying members and auditor of meetings
• Providing copies of resolutions and agreements
• Supplying copies of company accounts
Director’s Responsibilities
• Accounts and Annual Returns are delivered
• Directors’ and secretaries’ details are kept up to date
• No under 16’s appointed (except for LLP’s)
• No upper age limit
• At least 1 “natural person” appointed (except for LLP’s)
• Registered office and SAIL address is correct and operational
Directors Service Addresses
• Based on privacy
• Any address (not P.O.) for the public register
• Usual residential address for protected register
• Change notice can be submitted - CH01
• Historic addresses can be “expunged” for at risk officers
Annual Return
• Over 98% are now filed online
• Not the financial return
• All companies have to file one each year
• Based on your Legal Return Date
• Snapshot of the Company details at this date
• Must be filed within 28 days of this date
• £13 filing fee online (£40 for paper filing)
Accounts
Accounts
• Some Account types can be filed online
• Companies have to file accounts each year
• Whether trading or not
• Strict filing times laid down by Parliament
• Based on your accounting reference date
• Automatic penalties for being late
• Must be in legible format – black ink please
• No filing fee
Accounts – Basic Elements
• Signatures (if filed on paper)
• Made up date
• Reports
• What kind of accounts are they?
• Exemption statements under Companies Act 2006
• Business Review in Directors’ Report (if applicable)
• 6.8% (181,000) rejected each year because the above is incorrect or missing from paper accounts
• 2.1% of online accounts are rejected
• All companies must file accounts annually with Companies House, even if they are Dormant
• You can now file Dormant accounts online using our template
Dormant Accounts
Accounting Reference Date
• Can be filed online
• Based on your incorporation date
• Usually the last day of your incorporation month
• Can be changed using form AA01
However……
• Period can be shortened without restrictions
• But can only be extended once in 5 years - unless bringing in line with holding or subsidiary company
Accounts Filing Periods
Private Co - 9 months from the accounting reference date
Public Co - 6 months from the accounting reference date
New Companies 1st Accounting Period
Private Company - 21 months from date of incorporation
Public Company - 18 months from date of incorporation
Late Filing Penalties
• Civil Penalty against the company
• Introduced 1 July 1992 and amended 1 February 2009
• Accounts only
• Accounts must be received by Registrar by due date
• Penalties are doubled for filing late 2 years running
• Appeals procedure
• Registrar has very limited discretion not to collect a penalty
Late Filing Penalties
Don’t Forget…
Penalties are doubled for filing late 2 years running.
Length of Period
Private Company
Public Company
Not more than 1 month
£150
£750
More than 1 month but not more than 3 months
£375 £1,500
More than 3 months but not more than 6 months
£750
£3,000
More than 6 months £1,500
£7,500
Surprising Statistic
Don’t Hide Behind Your Advisors
Compliance
Prosecution
Dissolution and Voluntary Strike-off
• Straightforward procedure
• Company not traded or changed name in last 3 months
• Form DS01must be completed
• Majority of directors must authorise application
• £10 fee to pay
• Can take 6 months and is subject to third party objections
• DS02/LLDS02 withdrawal of application to strike off
• Reversible process via Restoration process
Companies House
15 minute comfort break
Companies HouseDaniel Johnson
Product Manager
WebFiling
WebFiling - Register
Keep Your Code Safe
• Make sure your code isn’t easily guessable
• Mix letters with numbers in your code
• Only share your code with trusted company personnel
• Change your code if company personnel changes
• Change your code if you think the code has been discovered
• Tell your agent before you change your code
• Use a different code for each company
• Don’t leave your code lying around
WebFiling and PROOF Scheme
• Protected Online Filing - PROOF
• Stops the filing of certain paper forms i.e. :- Company Officers Appointments / Terminations / Changes
Change of the registered officeAnnual Return
NOTE: Accounts are not included in the scheme
• Paper forms are rejected and sent to the registered office address
• 50-100 Corporate Identity Fraud cases per month
Join eReminders for:
• A timely email reminder of when your accounts and annual returns are due at Companies House.
• The option of a maximum of 4 email addresses per company.
• An alternative to paper reminder letters sent to your registered office address
WebFiling and eReminders
Annual Return
Web-Filing Accounts
Already E-enabled
• Audit exemption abbreviated accounts, limited by shares
• Audit exemption abbreviated accounts, limited by guarantee
• Dormant company accounts• Audit exemption full accounts
(PDF template)• Micro-Entity accounts• Full accounts with HMRC &
CH (with abbreviated option)
Not yet E-enabled
• LLP accounts• PLC accounts• Community Interest Company
accounts• Audited accounts• Amending accounts
iXBRL Accounts Software Filing – HOW?
Accounts – Joint Filing with HMRC
• HMRC – Companies House statement joined up approach to using iXBRL and a joint template.
• What is iXBRL?• Download PDF Template via Companies House WebFiling
and HMRC• Submit using Accounts software packages• Prepare once – file twice
Government Gateway Credentials
HMRC TemplateDownload
CH WebFiling
Small Full or Abbreviated Accounts - Input
Once OnlySelect Box to Send to
Appropriate Organisation
HMRCAccounts Filed and
Corporation Tax Filed
Companies HouseAccounts Filed
Joint Filing
Joint Filing Benefits• Meet two legislative obligations in one go• Both organisations using iXBRL• Full accounts can be filed (extract abbreviated versions)• Built in intelligence and calculations• Templates can be worked offline• Latest FRSSE statements• Email confirmation
WebCHeck
WebCHeck Search - Name Availability
WebCHeck Search - Name Availability
WebCHeck Search
WebCHeck Search Results
WebCHeck Orders
Confirm Order
Confirm Payment
Companies House Direct
Company Search
Document Ordering
Document Ordering
Document Download
Officer Enquiries
Officer Enquiries Results
Officer Details
Monitor
• FREE Service available via CHD and WebCHeck• Part of the 3-point-plan to prevent corporate identity fraud• Email alert service for documents filed by ANY company
Monitor Sign-Up
Mobile App
Mobile App• Launched in September 2012 – over 90,000 downloads• Access to company details for over 3 million companies• Available to download from the Apple App Store and Google
Play• Free to download and provides only free information – no
hidden costs• Allows you to check company information ‘on the go’• Stats and our latest Tweets can also be viewed on the App• Feedback welcome
Mobile App – Company Information
Mobile App – Company Information
Mobile App – Favourites
Other Products
• Uniform Resource Identifiers (URI)• Free Company Data Product• Free Accounts Data Product• XML Gateway• DVD Rom• Bespoke Products
Online User Panel• Help us understand how you use our online services• Your Feedback and Your experiences• Details on our website
Intellectual Property
Gary TownleyBusiness Outreach & Education
@The_IPO
Intellectual Property Office
Executive Agency within Department of Business, Innovation and Skills (BIS)
950+ staff based in Newport in South Wales, 20 based in Victoria, London
Our task is to help stimulate innovation and raise the international competitiveness of British industry through
Intellectual Property Rights (IPR)
Business investment has changed- in UK as elsewhere
IP
Fixed Capital
£ billion
Source EU COINVEST and Haskel et al
Intellectual Property Office
Premier foods has sold its 200 year old Branston brand to Japanese company Mizkan for £93 Million
The sale includes its factory in Bury St Edmunds, Suffolk
IP Baseline Survey
96% of UK businesses do not know the value of their Intellectual Property Rights
Only 11% of UK businesses know that disclosure of an invention before filing will invalidate a patent.
74% of UK businesses could not correctly identify the owner of copyright when using a subcontractor
Only 4% of UK businesses have an Intellectual Property policy
What can be registered?
Smell
Colour theme Shape theme
Domain name Slogan
Name Logo
Non-traditional Music
What is a Registered Trade Mark?
Any sign which is capable of being represented graphically
Any sign which is capable of distinguishing the goods or services
of one undertaking from another
“A Badge of Origin”
Unexpected marks
• Office of Government Commerce
• £14000 to create new logo
“not inappropriate for an organisation that’s looking to have a firm grip on government spend”
OGC Spokesperson
True or False
You cannot register a dictionary word
Changing the spelling makes it different
You do not have to use a registered trade mark
I have registered at Companies House so I own the trade mark
unregistered Trade Marks
A lot of evidence must be presented,including proof of established reputation,confusion for consumers, and harm done
If an unregistered TM is infringed, attack with a ‘Passing Off’ action
Top slogans of the century
1. Beanz Meanz Heinz2. Just Do It3. Does Exactly What It Says On The Tin4. Every Little Helps 5. Have a Break. Have a Kit Kat6. Vorsprung Durch Technik 7. It's Finger Lickin' Good8. It's The Real Thing
Source adage.com
Colours as Trade Marks
- as applied to the outside of petrol filling stations
- in relation to roadside recovery services
- in relation to milk chocolate
- in relation to cat food
- in relation to baked beans
- in relation to mobile communications
Shapes as Registered Trade Marks
Domain names
Trade Mark registration is not company name or domain name registration
A domain name may beregistered as a Trade Mark
Incorporating another’s RTM into your domain name or meta-tag may be an infringement
Why infringement searches?
Avoid expensive mistakes
Awareness of competing marks
Early resolution of potential problems
Be InventiveGoogle – an intentional misspelling of googol (1 followed by 100 ‘0’s)
Blaupunkt – originally called ideal – a blue dot was attached if the headphones came through the quality test.
LEGO – Danish “leg godt” – play well ( coincidentally “I learn” in Latin)
Starbucks - a character in Herman Melville’s novel Moby Dick
J D Wetherspoon – from one of Tim Martin's teachers in New Zealand who said that Martin would never make it as a businessman.
.
Use your nameAmstrad – Sir Alan Michael Sugar trading
B&Q – founders Block & Quayle
DHL – Adrian Dalsey, Larry Hillblom & Robert Lynn
Hasbro - Henry & Helal Hassenfeld – Hassenfield Brothers
Mercedes – the first name of salesman Emil Jellineks daughter
Mitel – Mike & Terry’s Lawnmowers – Michael Cowpland & Terry Matthews
UK Applications
Fees:
Application fees: £170 – Includes one ClassAdditional Classes £50 each (up to 45 Classes)
Timeline:
Examination within 2 months of filingRegistration (unopposed) in 5 months
Trade Mark Registration Overseas
Paris Convention - six months priority
OHIM – Community Trade Marke-filing fee €900
WIPO - Madrid Protocol
What Copyright protects
Books, technical reports, manuals, databases
Engineering, technical or architectural plans
Paintings, sculptures, photographs
Music, songs, plays, dramatic works
Promotional literature, advertisingFilms, videos, cable or radio broadcasts
Computer software & websites
True or False
If it doesn’t have a copyright notice, it’s not protected
I can copy 10% without it being an infringement
If I acknowledge the original work, I can use it
I have bought the book/painting/photograph so I can use it as I wish
How long does Copyright last?
Literary, musical, artistic & dramatic works:author’s lifetime plus 70 years
Sound recordings, TV & radio broadcasts &cable programmes: 70 years from first broadcast
Publishers’ right (typographical layout etc.):25 years
Films: 70 years after the death of the last of:director, composer of the score, the author of
the screenplay and the scriptwriter
Who owns Copyright?
Usually the first creator or author...
…or their employer if produced in theordinary course of their employment
However, a contractor will retain ownershipunless their contract is explicit to the contrary
Even if the creator sells their rights, they have‘moral rights’ over how their work is used
Top Dead Earners 2013
2. Elvis Presley - $55m3. Charles Shultz - $37m4. Elizabeth Taylor - $25m5. Bob Marley - $18m6. Marilyn Monroe - $15m7. John Lennon - $12m8. Albert Einstein - $10m9. Bettie Page - $10m10. Theodor Geisel - $9m
Source Forbes.com
1. Michael Jackson - $160m
www.ipo.gov.uk - 0300 300 2000
IP Healthcheck
Free online diagnosis
Patents, Trade marks, Designs & Copyright
Licensing, exploiting & Franchising your IP
Confidential Information
8 On line IP Healthchecks
Key Conclusions
• Think “e” – and enjoy the benefits now
• Filing online saves you time
• Meeting filing deadlines saves you penalties
• Up-to-date records create confidence in your company
• Our Information online can help you
• Companies House is here to help you
Web: www.companieshouse.gov.uk
Future Developments
• New Companies House Service • Electronic search service for Limited Partnerships (LPs)
Thank you for listening!Any Feedback?
[email protected]@companieshouse.gov.uk
Contact us
Telephone: 0303 1234 500email: [email protected] feeds: www.companieshouse.gov.ukFollow us: Facebook: facebook.com/CompaniesHouse
Twitter: @CompaniesHouseLinkedInCompanies House You Tube Channel
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