It is often asked at what stage of a business incorporation are the company objects defined. In situations where a company is being registered for a defined purpose or to conduct a specific trade, customers frequently request that the memorandum and articles of association state those distinct objects.

By doing this their customers, suppliers and perhaps most importantly their investors can view the company’s objects immediately following the business incorporation and reassure themselves that the purpose for which the enterprise exists is as they have been advised.

The issue is that the Companies Act 2006 inherently purports that every UK business incorporation for companies limited by shares is a general trading vehicle, capable of carrying out any activity which has been deemed legal.

In order the satisfy a requirement that information be provided on a company’s objects the persons conducting the business incorporation can take the one of the following courses of action.

The first option would be to deviate from the prescribed Companies Act 2006 model articles of association and submit a bespoke set of documents at the company formation stage.

These amended articles could of course include provisions defining the specific company objects and perhaps exclude others activities either on an individually named or global, all-encompassing basis.

The preparers of these modified documents would have to exercise high levels of diligence to ensure that the finished versions were still compliant with the Companies Act and thereby acceptable to ensure the business incorporation was successful.

A secondary method of ensuring the company’s objects were viewable to enquiring third parties would be to create and then tender altered articles of association immediately following the business incorporation.

Whilst this method might be more cumbersome than incorporating the company with the correct documents, it might be preferred in situations where registering the company is an urgent matter. An example of this scenario might be in the case of persons wanting to set up a company using a specific name which might soon become unavailable.

It could thus be determined that a successful registration of the name is of paramount importance and the statement of the objects can occur subsequent to the company formation.

A third and perhaps most popular method of indicating what a company’s activities are and therefore by association, what its objects are, is during the filing of the business’ annual return.

When completing a company annual return is it mandatory to articulate the activity or areas of business the company operates in. This process is accomplished through the use of SIC codes which are pre-determined reference numbers representing varying fields of industrial and commercial activity.

Whilst some SIC codes are of a general nature and not as exacting as actually stating the specific objects of the company, they can act as a guide as to what manner of enterprise the business is engaged in.

Of the three options listed, the preferred method would probably lean towards submitting altered documents at the time of the business incorporation which contain the company objects.

This guarantees that the information is presented at the inception of the company’s existence and avoids confusion normally evident when a company has several versions of its articles of association listed against it Companies House records.

I have read various and seemingly conflicting reports about submitting dormant company accounts and was wondering whether a definitive guide could be created to assist in this matter. Can I submit Dormant Company Accounts?

Dormant company accounts can be used in very specific circumstances. In order to prepare and submit dormant company accounts either manually or electronically through Companies House the status of the affairs must meet the following criteria:

The company’s financial year must end after 5 April 2008 in order for it to be able to submit the current Companies Act 2006 form AA02.

Dormant company accounts are only applicable to companies limited by shares. Companies limited by guarantee can not avail themselves of this feature.

The company must have been dormant since its incorporation and therefore at no stage in its history have conducted any trading activities whatsoever.

The company in question must not be subsidiary of another registered entity.

There must be no financial transactions in the accounting period in question except those which relate to the allocation of the initial shares to the subscribers of the company.

The company must not be a charity or any other company with non profit making objects; i.e. a limited by guarantee. In addition, the company is required to have a share capital.

Any requirements to prepare the company’s account to be in accordance with International Accounting Standards (IAS) can not be met by using the dormant company accounts document.

In terms of the subscriber share capital, the amounts relating to it can be completely paid up, partially so and have all elements owing to the company.

The amounts (if any) which are depicted as paid would need to be displayed as cash on the company’s simplified balance sheet.

One important and often overlooked part of the criteria is that the company should not have acted as a nominee for another person

Where the above criteria can be met, the option for filling dormant company accounts is attractive both because it is relatively quick and easy to complete and it can be prepared and submitted free of charge electronically.

The Companies Act 2006 introduced a significant provision in respect of protecting the home address of a company director. The new regulation creates a new term in company formation circles which are commonly referred to as directors’ services addresses.

Thus, when setting up a company applicants for the position of company director are required to state not only their residential addresses but also provide a second location which will be the services address.

The implications of this development are that it is only the directors’ service address which is displayed at Companies House. In cases where the service address differs from the director’s home address this mechanism essentially protects the home address of the director.

The protection of the home address is a free facility insofar as Companies House does not make any additional changes for use of as service address. Some company formation agents do make a nominal charge where applicants wish to use their location as the service address.

The element for protection of a director’s home address is in essence an extension of the Section 243 (S243) facility afforded to specially protected individuals who are engaged in sensitive employment positions.

Very few people were granted the exclusive S243 status and therefore the facility to protect a director’s residential location using the service address mechanism essentially extends this ability to all corporate officers.