This document outlines the agenda and content of a seminar for first time directors. The seminar covers topics such as the responsibilities of directors, statutory filings like annual returns and accounts that must be submitted to Companies House, penalties for late filings, and voluntary strike off of companies. It provides overviews of different types of companies and how to make changes or updates through Companies House. The seminar also reviews legislative changes and tools from Companies House like WebFiling and PROtected Online Filing to help directors meet their obligations.

1. First Time Directors Seminar

2. Agenda
 Introduction to Companies House
 Making Changes and Responsibilities
 Benefits of Compliance verses Non Compliance
 Late Filing Penalties And Voluntary Strike Off
 15 Minute Break
 Incorporation and Registering for WebFiling
 PROtected On line Filing
 Companies House Products and Services
 Legislative Changes (Small Business Enterprise and
Employment Act (SBEEA)
 Intellectual Property Office

5. All Company Types
 Private limited (LTD)
 Limited by Guarantee
 Public Limited Company (PLC)
 Limited Liability Partnership (LLP)
 Limited Partnerships (LP)
 Community Interest Companies (CIC)

6. Differences between types
Limited, PLC Dormant LLP
Memorandum & Articles Partnership Agreement
Directors 2 Designated Members
Shareholders Members
Register for Corporation Tax Register for Self Assessment
Limited by Guarantee LP
Members not shareholders 1 General Partner - Liable for debt
CIC 1 Limited Partner - Contribute amount
Approval from CIC regulator
Shareholders or Members
Benefits to the community

7. Making changes
Memorandum and Articles of Association
 Company’s rule book
 Call a meeting
 Pass a resolution
 File resolution and new Articles within 15 days of being passed.
 Change the company name
 Check availability of the required name via WebCHeck Service
 Change can be filed via website fee £8, same day fee is £30

8. Directors Responsibilities
As a director of a limited company, the law says you must:
• Try to make the company a success, using your skills,
experience and judgement
• Follow the company’s rules, shown in its Articles of Association
• Make decisions for the benefit of the company, not yourself
• Tell other shareholders if you might personally benefit from a
transaction the company makes
• Keep company records and report changes to Companies House
and HM Revenue and Customs (HMRC)
• Make sure the company’s accounts are a ‘true and fair view’ of the
business’ finances

9. Directors Responsibilities
• Ensure no person under the age of 16 appointed
(except for LLP)
• No upper age limit
• Date of birth Suppression – XX / Month / Year (SBEEA)
• At least 1 person (non corporate) appointed (except
for LLP)
• Prohibition on appointing Corporate directors (SBEEA)
• Directors and secretaries details are kept up to date
Relevant forms..
• AP01-AP04 – Appointing officers
• CH01-CH04 - Service addresses for officers
• TM01-TM02 – Termination

10. Directors Responsibilities
• Registered office address must be effective and
correct on Companies House Records at all times.
• Cannot be a PO Box unless it includes a full address
• AD01 - Address change
• AD02 - Address notified of Single Alternative
Inspection Location (SAIL)
• Records & Registers at the address listed on AD03
• Company Registers 30th
June 2016
• Also notified on annual return
• All forms involved can be filed online

11. Secretary Duties
Every PLC needs one
Private companies – it’s 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

12. Trading Disclosures
The company name must be displayed at all:
• Places of business
• Registered office
Does not apply to:
• Dormant companies
• Business at your home address

13. 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
 If being wound up
 Director information (optional)

14. Directors Responsibilities – (SBEEA)
6th
April 2016

15. Directors Responsibilities - Statutory Filings
Annual Return
• 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)

16. Check and Confirm - 30th
June 2016

17. Types of WebFiling Demos

18. Directors responsibilities- Statutory Filings
Accounts
• Companies have to file accounts each year
• Whether trading, non-trading or Dormant
• Most Account types can be filed online
• Based on your Accounting Reference Date (ARD)
• Ensure the (ARD) is shown on the balance sheet
• No filing fee

19. Accounting Reference Date
 A company can change the Accounting reference date
 The Accounting Reference date is based on your
incorporation date
 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

20. Accounts filing periods
Strict filing times laid down by Parliament
•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
Automatic penalties for being late

21. Joint filing

22. Filing your accounts online

23. WebFiling 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

24. Benefits of filing “electronically” v paper
Filing on line Filing on paper
Quicker Time consuming
Cheaper Costly
Secure Company Hijack
Can be anywhere in the world Delays with post

25. 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

26. Late Filing Penalties
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
Don’t Forget…
Penalties are doubled for filing late 2 years running.

27. Surprising Statistic
2014

30. Voluntary Strike-off
 Straight forward procedure
 Company not traded or changed name in last 3 months
 Form DS01 must be completed on paper
 Majority of directors must authorise application
 £10 fee to pay
 Can take 6 months and is subject to third party objections
 Form DS02 to stop the Strike Off
 Reversible process via restoration process
 Accelerated Strike off (SBEEA) October 2015

31. Glossary of terms
Annual Return
The Annual Return is the snapshot of certain company
or Limited Liability Partnership (LLP) information at the
made-up-date.
Officers
The term Officer refers to either a Secretary, Director
or LLP member. The term Company Officer refers to
only Secretary, Director or both.
Authentication Code
Authentication Code is a 6 alphanumeric code on
WebFiling which enables the submission of data for an
individual company.
Ordinary Shares
These are shares of the company with no special
rights or restrictions. They may be divided into classes
of different value.
Class of Shares
The class of shares is the name attached to the
shares e.g. ordinary, preference and redeemable.
Bearer Shares: May 26th
2015 have been
abolished.
Registered Office Address is the 'home' of the
company to which all official documents, notices and
court papers have to be sent by law. When a company
changes the new address must be notified to
Companies House on Form AD01.
Incorporation Date
The incorporation date is the date the company was
registered at Companies House.
SIC Code
The SIC (Standard Industrial Classification) is the
principal business activity of the company. A company
can have up to a maximum of four SIC codes
displayed.

34. WebFiling - Register

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

40. PROtected Online Filing
 Prevent a company hijack
 Change the registered office address.
 Appoint an officer
 To obtain credit and goods
Once registered for the PROOF scheme these paper
documents will be rejected.
 AD01- Change of registered office address
 AP01-AP04 - Appointment forms
 CH01- CH04 - Change of officer details forms
 TM01-TM02 - Termination forms
 AR01- Annual Return form

42. Monitor Sign-Up

43. Legislative Changes

45. People with significant control
(PSC) register