News and Views from Bourse

Introduction to news page. As well as incorporating standard trading companies, we have many years experience in registering different types of companies.

 

Striking-Off procedures restarting (Covid-19)

03 August 2020

Companies House had paused the procedures for voluntary striking-off during the coronavirus lockdown.

However, they have announced that they will be restarting the process for companies that have applied for voluntary strike off, from 10th September 2020.

When voluntary strike off action restarts from 10th September - if there are no objections to dissolution and the two month period from the publication of the first Gazette notice has expired - then the company will be struck off shortly afterwards.

Covid-19 Update

21 May 2020

Coronavirus update

We are pleased to confirm that we are currently operating business as usual, and that we are ready to assist you in whatever way we can.

Can we take this opportunity to wish you all the very best in these difficult times, and pass on our wishes that you are all keeping well.

We look forward to being of assistance to you - don't hesitate to contact us if you have any questions.

Best wishes,

 

The Bourse Team

Striking-off (Covid-19)

21 May 2020

As a temporary response to the impact of the Coronavius outbreak, Companies House have changed the way in which they deal with applications for voluntary striking-off.

The first Gazette notice will be published as usual once the application has been made.

However, the further action to strike the company off will not be taken at this time (as a temporary measure to protect any creditors, or any other parties who may wish to object to the company being struck off).

(Companies House will be reviewing this again on 1st June 2020).

Stamp Duty (Covid-19)

21 May 2020

As a temporary response to the impact of the Coronavius outbreak, HM Revenue & Customs are no longer accepting paper stock transfer forms and payment by cheque.

Instead, and as a temporary measure, the Stamp Duty must be paid by electronic means (CHAPS, BACS, or Faster Payment) and then you email them the details of the transaction.

Further details can be found on their website at https://www.gov.uk/guidance/pay-stamp-duty

Extension to period for filing accounts (Covid-19)

22 April 2020

During these current and difficult times, the Department for Business, Energy & Industrial Strategy has announced that companies are able to apply for a special three month extension for filing their accounts with Companies House.

All limited companies must submit their accounts and reports each year and - under normal circumstances - companies that file accounts late are issued with an automatic penalty.

However, these are not normal circumstances and whilst companies still have to actually apply for the new extension, those citing issues around Covid-19 will be automatically and immediately granted an extension.

 

(Please note that companies that have already extended their filing deadline, or shortened their accounting reference period may be ineligible for an extension.  This policy will be kept under review and amended as necessary in light of the progress of the Covid-19 pandemic).

People of Significant Control

03 March 2016

From 6th April 2016 the provisions of Part 21A of the Companies Act 2006 (as was inserted by the Small Business Enterprise and Employment Act 2015), the Register of People with Significant Control Regulations 2016, and the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 will all take effect.

These regulations usher in some quite significant changes to the filing requirements of and the registers held by limited companies and LLPs, and are intended to demonstrate the Government's commitment to transparency in business.

From 6th April 2016, all limited companies and limited liability partnerships (LLPs) must begin to keep a register of all of their "people with significant control".

From 30th June 2016, all companies and LLPs must deliver this information to Companies House as part of the new "confirmation statement" (which will at that time replace the annual return), where it will become part of the publicly available records.

Furthermore, from 30th June 2016, any applications to incorporate a new limited company or LLP must include this information.

Any limited company or LLP must take reasonable steps to determine whether there are people who have significant control over the company (or LLP). They must contact that person - or anyone that they believe might be such a person - to confirm whether that person meets one or more of the conditions which are used to define whether they are a "person with significant control" (henceforth, a "PSC") in accordance with the regulations.

A PSC is an individual who meets one or more of the following conditions in relation to the company or LLP:

  • directly or indirectly owning more than 25% of the shares;

  • directly or indirectly holding more than 25% of the voting rights;

  • directly or indirectly holding the right to appoint or remove the majority of directors;

  • otherwise having the right to exercise, or actually exercising, significant influence or control over the company (or LLP);

  • holding the right to exercise, or actually exercising, significant influence or control over the activities of a trust or a firm which is not a legal entity, but would itself satisfy any of the first four conditions if it were an individual.

Whilst the first three conditions are quite straightforward, the last two are a little more open to interpretation.

Furthermore, whilst a PSC is an individual, the regulations also provide for a "relevant legal entity" (henceforth, a "RLE") to be recorded instead.

A RLE is relevant if it meets any of the conditions above, AND it is subject to the Financial Conduct Authority's Disclosure and Transparency Rules, AND it has voting shares admitted to trading on a regulated market in the UK or European Economic Area (or on certain other specified markets further afield).

A RLE is registrable in a company's Register of PSC if it is the first RLE in the company's chain of ownership.

As you can see, the PSC regulations are quite a significant change to companies' filing and recording requirements, and appear quite complex, but you can be assured that we at Bourse are ready to help you!

October 2015 implementation of The Small Business, Enterprise and Employment Act

10 October 2015

The next implementation of the Small Business, Enterprise and Employment Act took place on 10th October 2015.

One major part of this implementation will make changes to - and simplify - the 'consent to act' procedure for officers on appointment and incorporation.

For newly appointed directors and secretaries, a statement will be added to the relevant submission (whether made on paper or by electronic means) that the Company has evidence that the appointee has consented to act in that capacity.

Companies will be required to agree to this statement. This will replace the current consent to act procedure of providing a signature on forms and personal authentication (the 'three-of-seven') on electronic filings.

There will be no need for the 'three-of-seven' for consent to act from LLP members on incorporation. There will be a 'consent to act' statement on the LLIN01 and it will be made by whoever is signing the LLIN01 or making the electronic application ('either a solicitor engaged in the formation of the LLP or anyone who subscribed his name to the incorporation document'). That person will need to authenticate the filing in exactly the same way as they do now.

The existing provisions - the 'three-of-seven' items of personal information - will continue to be required for the subscribers to the Memorandum of any new Company whether limited by shares or by guarantee. If that subscriber is a corporation then the 'three-of-seven' items will continue to be required for the person who has the authority to act on behalf of that corporate entity.

A guideline to further implementations and timescales can be found at the link below:

https://www.gov.uk/government/news/the-small-business-enterprise-and-employment-bill-is-coming

We will keep you updated as this progresses through Parliament.

The Small Business, Enterprise and Employment Bill

16 March 2015

The Small Business, Enterprise and Employment Bill is currently making its way through Parliament.

All companies will be affected by at least some changes, as the measures will change legal requirements on companies, including what they file with Companies House.
 
It is currently expected that changes will be implemented in three stages - those with the highest impact being delivered in the final stage. Changes may still happen during and following the passage of the Bill through Parliament.
 
A guideline to the implementations and timescales can be found at the link below:

https://www.gov.uk/government/news/the-small-business-enterprise-and-employment-bill-is-coming
 

We will keep you updated as this progresses through Parliament.

Multi Share Class incorporations now on-line!

19 February 2015

Great news!

It is now possible to incorporate - using our unique on-line Company Formation application - a new company with different and varying share classes.

Various options are available (ie. equal rights, non-voting etc.), however, if these don't meet your requirements, then there is now the option to create your new Company by uploading your own bespoke Articles, and with a specific share structure.

Obviously, if none of these options meet with your requirements, and you wish to create a completely bespoke company structure, then please do not hesitate to contact us.

Company & Business Names News

19 February 2015

Rules relating to the availability of company names came into force on 31 January 2015, when two new Statutory Instruments came into force.

The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014 and the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2014 both come into force on that date.
 
Accordingly, some words will no longer be considered to be sensitive expressions (eg. Group, Holding, International, National, and United Kingdom), and some words such as Export, Group, Holdings, Imports, International, and Services will be removed from the schedule of "same as" words (and will therefore be treated as a difference in judging whether two names are "the same as" each other).
 
This will provide businesses with an opportunity to secure some company names which might have been previously unavailable to them, without having to meet the requirements to justify use of a sensitive expression and without having to seek non-objection from an existing company.
 
Existing companies which currently benefit from the protection provided by the "same as" legislation should also consider registering further dormant companies purely for the purposes of protecting their company name(s).
 
You should consider whether you would now like to register a company name to form part of your group, or even just as a "placeholder" which you might not have formerly been able to.  
 
Of course, existing companies will retain the right - that they have always had - to object to Companies House if they feel that a newly registered company name is too similar to their own.
 
However, you/your clients should really take time to consider the potential risks of not protecting existing company name(s) and the benefits of registering a new and desirable company name before your competitors do...

 

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