A Newly Incorporated Company
September 29th, 2008 . by KarldI recently incorporated a private limited company guaranteed by shares with a formation agent and I need some advice in respect of whether I need to send anymore documents to Companies House or the Revenue.
I am running a single member company of which I am the sole director.
I received some PDF forms in the confirmation email which accompanied the notification of incorporation. Do I need to submit form 88(2)? I haven’t issued anymore shares to other people. I was the initial subscriber of the shares.
The Stock Transfer Form J30 is only used when I as a subscriber sell my shares to other persons, is that correct? I don’t need to complete this now to register my subscription.
What about the forms notifying Companies House of where the Registers are kept, e.g. Register of Charges/Directors/Members etc. Do I need to submit these?
Do I need to let companies house know about the dormant status of the company? If so, how do I go about this? I read on your site that a company is dormant by default but according to the record at Companies House it says that the company is active.
Sorry for all the questions, I don’t want to get fined and I am sure there is something I am meant to do that I haven’t.
At the moment, there are no forms which need to be sent to Companies House now that your registration has been completed. The paper forms 88(2) and J30 supplied are provided just in case they are required at some later date.
Companies Limited by Guarantee do not have a share capital and so the Form 88(2) is redundant. You should investigate why it was attached to your confirmation email. The same can be said about the Form J30.
Companies House will assume that your company’s statutory books and records are kept at the company’s registered office and there is no requirement to confirm this to them.
A member of the general public can request to view the company’s statutory books at the registered office by providing reasonable notice.
The books and records themselves do not need to be submitted; however any changes within the company, for example, the appointment of a new director will require you to notify Companies House either electronically via our Company Admin system or via the traditional paper forms.
Regarding the dormant status of the company, again there is no immediate requirement to inform Companies house of this. All companies are dormant by default at the time they are formed. The Active status reported at Companies House relates to the fact that the company has not been dissolved.
The active status does not depict whether or not a company is trading or dormant.
Revenue and Customs will send you a Form CT41G in the near future. The company’s dormant status can be reported to them using this form.
I also recently incorporated a company and I have a slight concern, which is that, looking at the details I need to send in the annual return, I see that this includes the following:
Address where certain company registers are kept if not at the registered office, principle business activities and name and address of the company secretary
My questions are:
(1) Is this information which Companies House should already have been given at start-up, since it will be a year until I send in my first annual return, and I presume that the information they ask for here is stuff they also want to know now? I notice they have no record of my area of business (I didn’t supply one to the company formation agents, but should I have? I assume mine would actually be 7260, “Other computer related activities”).
(2) Do I need to keep any company registers? What do I need to record, and does it have to be on paper or can it be electronic. If electronic, presumably I need to record the location of the computer on which it is stored?
1. It is generally assumed that a company’s statutory books are kept at its registered office. The law actually states that they must be available for inspection at the registered office, and that such requests should provide reasonable notice (so that the required books can be transferred or a copy sent to the registered office to satisfy the request).
2. The principle business activity of a company is not required at the time of incorporation. Revenue and Customs will send a CT41G form the registered office shortly after formation to enquire about the company’s likely activities. As far as Companies House is concerned, as you correctly stated, this information can be provided on the annual return.
3. The Companies Act 2006 provisions introduced in April 2008 made having a company secretary optional. As you took advantage of this provision when forming your company, the section on the annual return which relates to secretaries is not relevant.
4. Statutory books can be stored electronically, but specifying the location of the computer on which they are held might be overkill. On the basis that most computer records can be printed, it might be more feasible to state the company’s registered office and in the event that a viewing request is made, transfer printed copies from the computer to that location.
I hope that the above comments answer your queries. These and many more topics are available on our website and can be accessed by typing in a few keywords in the search facility. Do not hesitate to contact me again should you require any more information.