PROOF is a service which protects your company from unauthorised or fraudulent changes to your records. It prevents the filing of certain paper forms, such as changes to your company’s registered office address or directors’ details.

Once we have the authentication code to file electronically, we can then sign you up to PROOF, the PROtected Online Filing service, designed to reduce identity fraud and will only accept forms relating to changes of address and directors from you electronically.

PROtected Online Filing (PROOF) Service

The scheme is designed to help companies protect themselves from fraudulent filings as it prevents individuals from filing certain paper forms.

The forms covered by the PROOF scheme are:

• Confirmation Statement (previously the Annual Return)
• Appointments
• Terminations
• Change of Particulars – Company Officers
• Change of Registered Office Address

Registering your company for PROOF means that Companies House stop accepting paper forms. This ensures that any changes made have been registered by the company itself.

Registering your company for statutory PROOF service

Once your company is in the PROOF scheme, you can be assured that attempts to file the following forms on paper will be rejected:

• Confirmation Statement (previously the Annual Return)
• Change of Registered Office address
• Appointment, termination or change of particulars of company officer

Filings covered by PROOF

The following filings are covered by the PROOF scheme:

• Confirmation Statement/ CS01
• Appointment of director/ AP01
• Appointment of secretary/ AP03
• Appointment of corporate secretary/ AP04
• Change of director’s details/ CH01
• Change of secretary’s details/ CH03
• Change of corporate secretary’s details/ CH04
• Termination of appointment of director/ TM01
• Termination of appointment of secretary/ TM02
• Change of registered office address/ AD01

The statutory PROOF scheme will reject paper submissions of the above forms only; any other form type filed on paper can be accepted.

Filings submitted using WebFiling

• Notification of single alternative inspection location/ SAIL
• Notification of location of company records to the single alternative inspection location
• Change of location of company records to the registered office
• Return of Allotments of Shares
• Change of Accounting Reference Date
• Audit Exempt Abbreviated Accounts
• Dormant Company Accounts

WebFiling Service

Using WebFiling, the online filing service, is far safer and a more secure way to send the statutory information than using paper forms sent by post.

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section 411 of the Companies Act, the Registrar may strike off the register the name of any company in respect of which no annual return has been filed for the previous 3 calendar years.

Under section 412 of the Companies Act, the Registrar has a discretionary power to strike off defunct companies from the Register.

• the Registrar instigates the procedure if he believes that the company is not carrying on business.
• section 413 of the Companies Act, the Company itself may apply for the striking-off the application must be made in writing by the Company’s Directors on behalf of the Company or by a majority of them and must state that the Company has no assets or liabilities.

The Striking Off procedure provides an alternative to Voluntary Liquidation, particularly when the Company has no assets or liabilities. However, unlike the Liquidation, Striking Off a Company is at the Registrar’s discretion.

Although a company may be dissolved under this section, the liability of every director, managing officer and member or shareholder will continue and may be enforced even after the Company has been struck off.

Filing a Request for a Voluntary Striking Off (Section 413 of the Act)

An application to strike off a Company must be made using the prescribed form and must contain the following: –

1. Name of the Company
2. Incorporation Number of the Company
3. Date of Incorporation of the Company
4. The Directors of the Company must request the Registrar to exercise his discretion under section 413 of the Companies Act to strike off the Company
5. The Directors of the Company must state that the Company is free from charges or mortgages and/or liabilities and has no assets in Gibraltar or abroad.
6. The application must be dated and signed by the Directors of the Company or the majority of them.
7. In deciding whether or not to exercise his discretion, the Registrar reserves the right to request further information, evidence or confirmation from all or any of the officers of the Company that the Company has no assets or liabilities.

Filing Fee

A statutory filing fee of £37 is payable for filing a request to Strike off the company.

First Notice

The First Notice , states that: –

“upon the expiration of three months from the date of this notice the name of the under mentioned company will, unless cause be shown to the contrary, be struck off the Register of Companies and the Company will be dissolved subject to the provisions of Section 413 of the Companies Act.”

Striking Off Pending

Once the process to strike off a company has been commenced the Company Name is flagged on the Registry’s database with “Striking off 411 / 412 / 413 pending.” This gives notice that the Company will be struck off at a future date.

Striking Off

After the expiry of the statutory three months, the companies appearing in the First Notice will automatically be struck off unless the Registrar has received any objections.

Final Notic

A Final Notice will then be issued stating that: –

“pursuant to the provisions of Section 411 / 412 / 413 of the Companies Act, on the date of this notice, the names of the under mentioned companies have been struck from the Register of Companies and that the said companies are hereby dissolved.”

Once the company has been struck off the company name will be flagged on the database at the Registry with “Struck off under section 411 / 412 / 413”.

Section 411

Under section 411, the Registrar has the power to strike from the register of companies any company that has not filed annual returns in the previous three calendar years.

Reinstatement of Struck Off companies

Pursuant to section 414 of the Companies Act 2014, the Registrar has a discretionary power to restore a company to the Register of Companies if the company has been struck off under either of sections 411, 412 or 413 of the Companies Act 2014 before the expiry of 10 years from the publication of the Final Notice to strike off the company.

Similarly, under section 332(1) of the Companies Act 1930 the Registrar has that same discretionary power to restore companies that have been struck off under either of sections 267A or 331 of the Companies Act 1930 before the expiry of 10 years from the publication of the Final Notice to strike off the company.

The application must be accompanied by an affidavit stating the applicant’s interest in the matter and the facts on which the application is based and, in respect of a company licensed under the Financial Services Act, 2019 or in accordance with another Community requirement, evidence of the consent of the competent authority under the relevant legislation to the restoration of the company to the register.

Should the Registrar not exercise his discretion to reinstate a company under section 414 of the 2014 Act or 332(1) of the 1930 Act, or be unable to do so because more than 10 years have elapsed since the company was dissolved, an application must be made to court to restore the company to the register.

Registry Contact Details

Companies House Gibraltar

30-38 Main Street

P O Box 848

Gibraltar

The post Gibraltar Company Liquidation appeared first on Shane English.

• Obtain a provisional CIF identification number so the company can be incorporated and registered
• Convert this into a definitive CIF, when the company’s deeds have been filed with the Mercantile Register

When the company is fully incorporated, we register your company for taxes, this usually includes:

• Register for IVA
• Register for Corporation Tax and Business Activity Tax (IAE)
• Register for Social Security; if a company is to have employees
• Get a digital signature, so that notifications and tax returns can be filed online

The CIF number becomes the VAT number when the company registers formally for VAT and can be converted into a Europe VAT number on the VIES register.

VIES Register

A Spanish IVA number does not appear on the European register unless you apply for it.

This restriction is to prevent tax fraud, any company which has real business in Spain say with premises or staff or a tax agent can convert their IVA number into a European VIES number within 5 days. The company must be in good standing with the Spanish Registry in order to gain a European VAT number.

• We apply online as we are authorised to do so
• If require urgently we will go to the tax office with evidence to support your request.
• All overseas companies who wish to sign public documents in Spain need a CIF number.
• We can obtain one within 5 days, and the tax office will accept our translations of the original deeds of incorporation as legal translations.

In order to gain a VIES number we require proof of trading within Europe for example:

• details of contracts or business relations with companies in Europe outside Spain- both purchase and sale

We apply for the company tax identification code (código de identificación fiscal/CIF) and register for VAT (IVA).

Your CIF acts as your VAT number and allows you to open a bank account in the company’s name and deposit the share capital.

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A UK company without any activity is often referred to as dormant. A company is dormant for Companies House, if it has had no significant transactions during the year on which it is reporting.

This effectively means a company that has never traded, and has never bought any assets and  is different from a non-trading company; which has other obligations.

If a company has no assets, and only pays

• filing fees
• money paid for the transfer of shares

You must file your confirmation statement (previously annual return) and annual accounts with Companies House even if your limited company is dormant according to Companies House.

Dormant according to Companies House

Your company is called dormant by Companies House if it’s had no significant transactions in the financial year. Significant transactions don’t include:

• Filing fees paid to Companies House
• Penalties for late filing of accounts
• Money paid for shares when the company was incorporated

You do not need to tell Companies House if your dormant company starts trading, the next set of non-dormant accounts that you file will show that your UK company is no longer dormant.

Non-Dormant UK Company

If assets were bought, or the company has opened a bank account, or the company did trade then the company is not dormant, it is non-trading so it can file abbreviated accounts, but not dormant accounts.

If a company is not correctly maintained, there can be penalties for directors of UK companies and fines unpaid by a company, can result in personal liability for the directors, even if they are not resident in the UK.

Dormant Company for the Tax Authorities

A company is dormant for tax purposes if it has never traded, has no assets and has written to the authorities to say that it is dormant; and they have replied acknowledging this.

All other companies are active and have to lodge tax returns.:

A company is active for Corporation Tax purposes, whether it is trading, or practising a profession, or holds any assets which have the potential to generate an income, even if the income is collected by another party.

The post UK Dormant Company appeared first on Shane English.

Our Registered Office service includes mail forwarding from Companies House and HM Revenue and Customs – HMRC.

We also provide a commercial mail forwarding and scanning service.

Mail Scanning Annual fees

• Mail Scanning: £240
• Mail Forwarding to a UK address: £300
• Mail Forwarding to a European address: £360
• Mail Forwarding to the rest of the World: £420

Mail Scanning Service

Every time your company receives post it will be opened, scanned and emailed to you the same day.

Mail Forwarding Service

Your post will be forwarded to a specified address, anywhere in the world. We will simply insert your letters into another envelope and forward the post to you directly.

Your UK Mailing address will be:

Your Company Name
11 Church Road
Great Bookham
Surrey
KT23 3PB

International Telephone Numbers

We can provide your business with a local telephone number from most countries which is ideal if you have an office in one country but are based in another or simply wish to add an international presence to your business.

• Set-up Fee Phone Line – £180
• Annual Phone Number Rental – £400

• A telephone number with an overseas divert facility to anywhere worldwide, you define where you wish calls to be answered
• A dedicated country phone number service and worldwide call routing to your home, office or mobile telephone

The post Mail & Telephone Service appeared first on Shane English.

Change of Director

• Resolutions/Minutes to authorise the change of director
• Directors Resignation letter
• Directors Consent to Act
• Updated Register of Directors
• TM01 & AP01 filing with Companies House

Change of Shareholder

• Resolutions/Minutes to authorise the share transfer
• Stock transfer form
• Issuance/cancellation of Share Certificate
• Updated Register of Members
• PSC & Confirmation Statement filing with Companies House

Transfer Shares

1. The seller of the shares completes and signs the stock transfer form
2. Where necessary, the buyer signs the stock transfer form
   If required, the form is sent to HMRC for stamping and stamp duty is paid
3. The company receives and checks the transfer documents
4. The directors decide whether to approve the transfer and document their decision
5. The company updates its statutory registers, cancels share certificate(s) and issues new certificate(s) required
6. Either at the same time or later, the transfer is confirmed to Companies House as part of a confirmation statement

Seller of the shares completes The Stock Transfer form

The person selling the shares (often called the ‘transferor’) should complete their details on the stock transfer form, including their name and address as well as identifying the shares to be transferred, and then sign it.

The name and address of the person receiving the shares also need to be included, although the recipient will not normally need to sign the stock transfer form.

HMRC for stamping and stamp duty

Stamp duty is payable by the purchaser of the shares if the consideration value is more than £1,000.

If the transfer is exempt from stamp duty it must be certified and signed to that effect on the reverse of the stock transfer form. If the transfer is thus exempt and no stamp duty is payable.

Company receives the transfer documents

After the stock transfer form is completed, the stock transfer form together with the original share certificate should be forwarded to the company for registration.

Once the transfer is approved, the company should update its statutory registers as follows:

• Cancel the entry in the register of members relating to the former shareholder. If only some of their shares have been transferred, the register will need to reflect their reduced shareholding;
• Insert an entry in the register of members for the transferee and the shares transferred to them. Again, an existing entry may need to be updated if they were a shareholder in the company before the transfer; and
• Make an entry in the register of transfers (if the company keeps one).

You’ll also need to update the share certificate position, which will include:

• Cancelling the old share certificate;
• Issuing a new share certificate to the new holder of the shares;
• Where only some of the shares covered by the old share certificate have been transferred, issuing a new certificate for the balance of the shares being retained by the transferor; and
• Updating the company’s log of share certificates in issue accordingly.

Confirmed to Companies House as part of a Confirmation Statement

Neither the stock transfer form nor the new share certificates need to be lodged with Companies House. There is also no requirement to inform Companies House of a share transfer at the time it takes place.

Instead, details of each transfer must be included in the company’s next confirmation statement which replaced the Annual Return.

The post Change of Director or Shareholder appeared first on Shane English.

The Memorandum of Association are also known as Articles of Incorporation, Constitution, Statutes or Bylaws in some countries.

The Memorandum typically indicates:

• Name of the Company
• Registered Office
• Nature of business and powers of the company
• Share Capital

Articles of Association

The Articles of Association is the company’s constitution and regulates the internal operation of the company. The Articles of Association are also known as bylaws or statutes in some countries.

The Articles of Incorporation contain information such as where the registered office of the corporation is located, the share structure of the corporation, the rights, privileges and conditions attached to each class of shares, the number of directors and the restrictions, if any, on the transfer of shares and the type of business conducted by the company.

The Articles of Association regulate the following company matters:

• Defines the responsibilities of the directors
• Issue and transfer of shares
• Meetings and voting of the shareholders
• Appointments of Directors
• Book and record keeping
• Dividends

The post Memorandum of Association & Articles of Association appeared first on Shane English.

We  ensure that important statutory requirements are fulfilled including the filing of the annual accounts and  confirmation statements.

Company Secretarial Service

As your Company Secretary, we will prepare other documents in respect of changes to the company structure as and when they occur this includes allotment of shares, transfer of shares and appointments and resignations of officers.

Our duties as Company Secretary will include:

• Maintaining the Register of Directors and Secretary
• Issuing Share Certificates and recording transfers of shares
• Maintaining the Register of Shareholders and Debenture Holders
• Arranging for charges to be registered and recorded in the Register of Charges
• Preparation and submission of the Confirmation Statements (Annual Returns) – fee payable
• Filing of documents at the Companies Registry including changes of registered office, changes of directors and secretary

Maintaining the Statutory Register of a UK Company

We are able to act as Company Secretary for your company and maintain your statutory register and ensure that your Confirmation Statements(Annual Returns) are made correctly and on time.

Maintaining the statutory registers. These are:

• The register of Members
• The register of Directors and Secretaries
• The register of Directors’ interests
• The register of Charges

The post Company Secretary appeared first on Shane English.

The Data Protection Regulation 2018 require every business that processes personal information to pay an annual Data Protection fee to the Information Commissioners Office, failure to pay the fee may result in fines up to £4000.

Under the Data Protection Regulations 2018 you must also pay an annual data protection fee, unless you are exempt.

The annual Data Protection fee is £40 to £60, depending on your turnover.

• Micro Organisations – Your turnover is less than of £632,000 or no more than 10 members of staff. (Tier 1)
• Small and Medium Organisation – You have a maximum turnover of £36 million or no more than 250 members of staff. (Tier 2)

The Information Commissioners Office (ICO) is the UK’s Data Protection Regulator.

If you hold personal information (including clients names, addresses and telephone numbers) it’s likely you’ll need to register.

Registering with the ICO shows your customers and suppliers that you are aware of your Data Protection obligations.

Data Protection Public Register

All fee paying company names are published on the Data Protection Public Register.

• Name and address of the controller
• Data protection registration number
• Date the fee was paid and when it is due to expire
• Any other trading names of the organisation
• Contact details for the Data Protection Officer

ICO Registration Certificate example

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