First Time Directors

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Companies House information and guidance for First Time Directors.

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First Time Directors

  1. 1. Andrew Pinnell Events Team
  2. 2. 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
  3. 3. Who we are
  4. 4. What we do
  5. 5. How we do it
  6. 6. 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.
  7. 7. 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
  8. 8. All Company Types • Private Limited Companies • Public Limited Companies (PLC’s) • Dormant Companies • Limited Liability Partnerships • Community Interest Companies • Limited Partnerships • Micro-Entities
  9. 9. Starting a New Company
  10. 10. Incorporation Web Incorporation Service • Simple company structures only • £15 fee • 141,239 in 2013/2014 • 29.5% of all incorporations
  11. 11. 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
  12. 12. 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.
  13. 13. 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
  14. 14. 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
  15. 15. 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
  16. 16. Director & Secretary Responsibilities
  17. 17. 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
  18. 18. 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
  19. 19. 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
  20. 20. 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)
  21. 21. Accounts
  22. 22. 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
  23. 23. 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
  24. 24. • 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
  25. 25. 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
  26. 26. 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
  27. 27. 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
  28. 28. 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
  29. 29. Surprising Statistic
  30. 30. Don’t Hide Behind Your Advisors
  31. 31. Compliance
  32. 32. Prosecution
  33. 33. 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
  34. 34. Companies House 15 minute comfort break
  35. 35. Companies House Daniel Johnson Product Manager
  36. 36. WebFiling
  37. 37. WebFiling - Register
  38. 38. 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
  39. 39. 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 office Annual 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
  40. 40. 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
  41. 41. Annual Return
  42. 42. 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
  43. 43. iXBRL Accounts Software Filing – HOW?
  44. 44. 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
  45. 45. Government Gateway Credentials HMRC Template Download CH WebFiling Small Full or Abbreviated Accounts - Input Once Only Select Box to Send to Appropriate Organisation HMRC Accounts Filed and Corporation Tax Filed Companies House Accounts Filed Joint Filing
  46. 46. 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
  47. 47. WebCHeck
  48. 48. WebCHeck Search - Name Availability
  49. 49. WebCHeck Search - Name Availability
  50. 50. WebCHeck Search
  51. 51. WebCHeck Search Results
  52. 52. WebCHeck Orders
  53. 53. Confirm Order
  54. 54. Confirm Payment
  55. 55. Companies House Direct
  56. 56. Company Search
  57. 57. Document Ordering
  58. 58. Document Ordering
  59. 59. Document Download
  60. 60. Officer Enquiries
  61. 61. Officer Enquiries Results
  62. 62. Officer Details
  63. 63. 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
  64. 64. Monitor Sign-Up
  65. 65. Mobile App
  66. 66. 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
  67. 67. Mobile App – Company Information
  68. 68. Mobile App – Company Information
  69. 69. Mobile App – Favourites
  70. 70. 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
  71. 71. Intellectual Property Gary Townley Business Outreach & Education @The_IPO
  72. 72. 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)
  73. 73. Business investment has changed - in UK as elsewhere IP Fixed Capital £ billion Source EU COINVEST and Haskel et al
  74. 74. 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
  75. 75. 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
  76. 76. What can be registered? Smell Colour theme Shape theme Domain name Slogan Name Logo Non-traditional Music
  77. 77. 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”
  78. 78. 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
  79. 79. 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
  80. 80. 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
  81. 81. Top slogans of the century 1. Beanz Meanz Heinz 2. Just Do It 3. Does Exactly What It Says On The Tin 4. Every Little Helps 5. Have a Break. Have a Kit Kat 6. Vorsprung Durch Technik 7. It's Finger Lickin' Good 8. It's The Real Thing Source adage.com
  82. 82. 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
  83. 83. Shapes as Registered Trade Marks
  84. 84. Domain names Trade Mark registration is not company name or domain name registration A domain name may be registered as a Trade Mark Incorporating another’s RTM into your domain name or meta-tag may be an infringement
  85. 85. Why infringement searches? Avoid expensive mistakes Awareness of competing marks Early resolution of potential problems
  86. 86. Be Inventive Google – 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. .
  87. 87. Use your name Amstrad – 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
  88. 88. UK Applications Fees: Application fees: £170 – Includes one Class Additional Classes £50 each (up to 45 Classes) Timeline: Examination within 2 months of filing Registration (unopposed) in 5 months
  89. 89. Trade Mark Registration Overseas Paris Convention - six months priority OHIM – Community Trade Mark e-filing fee €900 WIPO - Madrid Protocol
  90. 90. What Copyright protects Books, technical reports, manuals, databases Engineering, technical or architectural plans Paintings, sculptures, photographs Music, songs, plays, dramatic works Promotional literature, advertising Films, videos, cable or radio broadcasts Computer software & websites
  91. 91. 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
  92. 92. 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
  93. 93. Who owns Copyright? Usually the first creator or author... …or their employer if produced in the ordinary course of their employment However, a contractor will retain ownership unless their contract is explicit to the contrary Even if the creator sells their rights, they have ‘moral rights’ over how their work is used
  94. 94. Top Dead Earners 2013 2. Elvis Presley - $55m 3. Charles Shultz - $37m 4. Elizabeth Taylor - $25m 5. Bob Marley - $18m 6. Marilyn Monroe - $15m 7. John Lennon - $12m 8. Albert Einstein - $10m 9. Bettie Page - $10m 10. Theodor Geisel - $9m Source Forbes.com 1. Michael Jackson - $160m
  95. 95. www.ipo.gov.uk - 0300 300 2000
  96. 96. IP Healthcheck Free online diagnosis Patents, Trade marks, Designs & Copyright Licensing, exploiting & Franchising your IP Confidential Information 8 On line IP Healthchecks
  97. 97. Thank You Gary Townley gary.townley@ipo.gov.uk @The_IPO
  98. 98. 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
  99. 99. Future Developments • New Companies House Service • Electronic search service for Limited Partnerships (LPs)
  100. 100. Thank you for listening! Any Feedback? apinnell@companieshouse.gov.uk djohnson@companieshouse.gov.uk
  101. 101. Contact us Telephone: 0303 1234 500 email: enquiries@companieshouse.gov.uk RSS feeds: www.companieshouse.gov.uk Follow us: Facebook: facebook.com/CompaniesHouse Twitter: @CompaniesHouse LinkedIn Companies House You Tube Channel
  102. 102. Question Time

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