Tag Archives: companies house

What responsibilities do directors have?

As a director of a limited company, you have many responsibilities.

And as your company grows bigger, doing what’s required to meet those responsibilities becomes more onerous and time-consuming. That’s because there are more opportunities within larger companies for mistakes to be made outside the purview of a director.

Companies Act 2006

The Companies Act 2006 details the statutory duties of all directors into seven categories:

  • Act within your powers as a director
  • Actively work to make your company successful and profitably
  • To use your independent judgement
  • To act with reasonable “care, skill, and diligence”
  • Avoid conflicts of interest (you can not enrich yourself to the detriment of your firm).
  • Do not accept benefits from third parties
  • Declare any interest you have in proposed transactions or arrangements with your company (for example, if your company purchases something from another company in which you have a shareholding and/or controlling interest)

Tax and accounting issues

As a director, you must:

  • keep good company records
  • file your accounts to Companies House
  • file your Company Tax Return
  • pay Corporation Tax
  • send HMRC a personal Self Assessment every year

In most cases, directors involve accountants like Kelsall Steele to assist them with tax and accounting issues.

It is very important that you are 100% open, honest, and up-front with your accountant because your accountant can only work on the information they have been given. Always provide your accountant with everything they ask for.

That’s because even when you hire an accountant, you and your other directors are personally legally responsible for the maintenance of proper records, the filing of accounts and reports, and the payment of any taxes due.

You have a duty to make sure that your business trades solvently, that you correctly pay staff at the National Living/Minimum Wage or higher, and that you make payments of income tax and National Insurance to HMRC on time.

Keeping Companies House and HMRC up-to-date

You must inform HMRC if your business name, your personal name, or your personal/trading address changes or if you appoint a tax advisor or an accountant like Kelsall Steele.

You also must let Companies House know within a fortnight if the following change:

  • the location of your business records
  • directors’ personal details
  • appointing or ending the appointment of the company secretary.

In addition, you need to complete and file a Confirmation Statement each year to Companies House – these new Statements have replaced the old Annual Return form. You must also produce and keep up to date a register of Persons with Significant Control (PSC) within your company. The PSC register is filed as part of the Confirmation Statement.

Your confirmation statement will also contain details of your company capital, shareholder information, and your SIC code (Standard Industry Classification which denotes your line of business).

Working with shareholders

Shareholders own the business and have the right to vote on:

  • whether to change the company’s name
  • whether to remove a director
  • whether to change the Articles of Association.

In most cases, a vote can be carried by a simple majority whereas others may require a higher level of agreement (“special resolution”).

Other important considerations

The board and every director serving on the board must work to the responsibilities required under the Health and Safety at Work Act of 1974. Failure to do so may result in a criminal offence against one or all of the directors.

You must make sure that you take out all relevant insurances (for example, Employers’ Liability, Public Liability, Professional Indemnity) and follow the relevant display notices for each insurance certificate.

Talk to your accountant

If you want to talk to us about the responsibilities involving in being a director, call us at any time on 01872 271655 or email enquiries@kelsallsteele.co.uk.

People with Significant Control: Changes

You may already be aware from our previous post on this topic, that since April 2016 all companies and LLP’s have been required to maintain a register of People with Significant Control (PSC), containing information relating to individuals or entities who exert, or are in a position to exert, influence or control over that company.

Since the 30th June 2016 it became a requirement for PSC details to be submitted to Companies House as part of the annual Confirmation Statement, hence becoming the means by which any changes, additions or removals from the company’s or LLP’s PSC register are notified to Companies House.

The rules on the notification of changes to a company’s or LLP’s PSC information have now changed; these changes came into effect on the 26th June 2017 in order to comply with the EU Fourth Money Laundering Directive

With immediate effect, you will now need to notify Companies House if you have:

  • A new PSC
  • A change to existing PSC details (e,g. statements, residence, change of address etc)
  • An individual who ceases to be a PSC

In total you will have just 28 days to notify Companies House of any of the above changes from the date they occur. 14 days to record the changes in your company’s PSC register and a further 14 days after this to inform Companies house.

You can use the Companies House Web-filing service to report these changes, or if you prefer, download and complete the relevant forms from their website (PSC01-09, or LLPSC01-09)

We are here to help, so should you have any queries regarding the points raised in this article, please feel free to get in touch

Annual Confirmation Statement

Introduced on the 30th June 2016 as a direct replacement for the Annual Return (Companies House form AR01); the Confirmation Statement (Companies House form CS01) is a simpler version of the Annual Return, yet serves the same purpose of confirming the details held at Companies House for your Company or LLP are correct.

The Confirmation Statement is simpler in that as long as there are no changes to the information Companies House holds for your company, you simply need to check and confirm the details without the need to to re-enter previously filed information.

People with Significant Control

We previously wrote about the Register of People with Significant Control (PSCs) – for companies registered before 30th June 2016, information about PSCs will need to be included in their initial Confirmation Statement. Companies incorporated after this time will have provided PSCs details during the incorporation process.

How to file and cost

The easiest way to file your Confirmation Statement is online via Companies House Webfiling or a software filing application. Not only is this easier, as the online forms benefit from automatic checks and pre-population but it’s cheaper also. To file the CS01 form by post will cost £40, whereas filing the form online costs just £13.

Filing deadline

A Confirmation Statement, as with an Annual Return, must be filed each year. The date this is due (the ‘confirmation date’) falls 12 months after the incorporation date or ‘made up’ date of your final annual return. Filing of the Confirmation Statement must be completed within 14 days of the confirmation date. This is a reduction to the 28 days previously allowed for Annual Returns.

You can find further, more detailed information on the Gov.uk information page. However, should you have any queries feel free to contact us.

Late Filing Penalties – Companies House

Late filing penalties

Many companies are still failing to meet the nine month filing deadline for their accounts and are not aware of the deadline for filing of their company’s Annual Return, it is not surprising when a company has four deadlines to meet, the accounts filing, the Annual Return filing, the Corporation Tax payment and the Corporation Tax return filing that deadlines are sometimes missed.  Monetary penalties are imposed by Companies House for the late filing of accounts and potential striking off action can be implemented for late filing of Annual Returns.  HM Revenue & Customs also impose their own fines and interest with regard corporation tax returns and corporation tax payments.

Companies House eReminders

Companies House offer a free, convenient eReminder service which provides those companies who register you with a timely electronic reminder of when accounts and Annual Returns are due for filing.

Recent analysis of the Companies House reminder service  has revealed that email reminders are more successful in achieving on time filings, and avoiding those late filing penalties, than paper reminders.

The email reminder service is free and can be benefit as follows:

  • Up to 4 people, including your accountant, can receive the reminder.
  • Within the reminder is a link for you to file say the Annual Return.
  • It’s more convenient and better for the environment.

Here at Kelsall Steele, we of course keep a detailed tracker of all of our clients’ deadlines and regularly send our own reminders, however receiving the email reminders straight from Companies House would certainly give a belt and braces approach in order to avoid late filing penalties for your private company accounts.

Accounts Late Filing Penalties

Not more than one month £  150
More than one month but not more than three £  375
More than three months but not more than six £  750
More than six months £1,500

Be Aware:

  • The penalties will be doubled if the accounts are filed late two years in succession.
  • If you form a new company, you must deliver your accounts to Companies House within 21 months of the date of incorporation so you do not get until a month end, it could be an odd day of the month.

If you have any queries or concerns over the eReminder email service, the accounting or Annual Return deadlines, please give us a call.