Remove Red Tape

Disclosing information about your business

These regulations are about the information companies must supply to the official register, so it is easily available for potential creditors, customers and suppliers.

You can find the regulations that relate to Disclosing information about your business below to the left.

Tell us what you think should happen to these regulations and why, being specific where possible:

• Should we scrap them altogether?
• Could their purpose be achieved in a non-regulatory way (eg through a voluntary code?) How?
• Could they be reformed, simplified or merged? How?
• Can we reduce their bureaucracy through better implementation? How?
• Can we make their enforcement less burdensome? How?
• Should they be left as they are?

30 comments on “Disclosing information about your business”

1. Jules Farrer on July 10, 2012 at 7:58 am said:

   Reform – Director’s home addresses although still being submitted to Companies House, should not be available to purchase – this is a breech of privacy and has caused problems for us with customers coming to our home on Christmas day expecting us to come out to do a repair to their shower/boiler.Comment Tags: Directors home address privacy

   Reply ↓
2. Robert Spencer on March 18, 2012 at 7:26 am said:

   Why make companies fill out the same 16 page annual return every year. Why not let them just fill out one and have a form that simply declares .. no changes since last full annual return that can be submitted annually there afterComment Tags: Annual Return

   Reply ↓
3. Chris Robinson on February 28, 2012 at 9:35 am said:

   Merge sections 707 and 708 Companies Act 2006 which require a private company purchasing its own shares to send two separate forms to Companies House, when one woud do (and did do until the 2006 Act came into force). Private companies have to cancel shares they have purchased so why send a separate return saying they have done so?Comment Tags: buyback, purchase of own shares, return, treasury shares

   Reply ↓
4. Turcan Connell on February 24, 2012 at 3:53 pm said:

   Scottish charitable companies are currently affected by the following legislation regarding the disclosures they must make in their communications:-

   1. The Companies (Trading Disclosures) Regulations 2008;
   2. The Charities References in Documents (Scotland) Regulations 2007; and
   3. The Companies Act 1989, section 112.

   Section 112(6) of the 1989 Act requires charitable companies whose names do not include the word ‘charity’ or ‘charitable’ to state their charitable status on a range of documents, including on cheques signed by or on behalf of the company. Failure to do so is not only an offence but also results in the cheque signatory becoming personally liable for the sum due under the cheque if it is not paid by the company.

   However, the requirements of this section are not well known. They are also out of line with the requirements under charity law which impose the same rule but specifically exclude cheques from the list of documents on which this statement must be made.

   Given the significant overlap (and conflict) between the charity law regulations and section 112, it would be sensible for section 112 to be repealed as it is unhelpful for two sets of rules to exist in different places which serve the same purpose but have slight differences. In our opinion, Scottish charitable companies are sufficiently provided for by the charity law regulations and section 112 is therefore no longer necessary: aside from cheques, the charity law regulations are otherwise much wider and apply to a more extensive list of documents than those listed under section 112. The matter of whether cheques ought specifically to disclose charitable status was considered when the charity law regulations were last reviewed in 2008 and the 2008 conclusions ought to supersede the conclusions reached in 1989. The penalties imposed for non-compliance with section 112(6) are also, in our view, too severe, as it will be clear from the printed account name on a cheque that it is an organisation rather than an individual which is issuing the cheque, and, as with any other (non-charitable) company, it ought therefore to be the company alone which is held liable for that cheque rather than the cheque signatory.Comment Tags: Companies Act 1989, disclosing charitable status, references in documents, Scottish charitable companies

   Reply ↓
5. Kathleen O'Reilly on February 20, 2012 at 4:06 pm said:

   Registered office – consultation on right to object

   Jordans Limited and Jordans International Limited provide a registered office service for some 2500 companies. When Jordans ceases to provide services to companies we often experience problems with companies failing to change their registered office to a new address despite our best efforts. At the moment there are approximately 200 companies that continue to use our address as their registered office address in error. There is very little that we can do about this. We send a letter to Companies House to notify them but, at present, they cannot include this on the public file for the company. This results in inconvenience and expense as we continue to receive post that we must deal with, we have to deal with persons attending at the registered office to serve documents on the company/for other reasons and we also take steps to forward to those involved with the company correspondence in the nature of court orders etc.

   We believe that a Companies House form should be drafted to address this. This can be either in the form of a declaration or a simple form. The person objecting could be required to provide some evidence of address. This should not be filed on the public record. We think that an affidavit or confirmation from a trusted source would be unnecessarily time-consuming and expensive, for example, if as in our case you are looking at notifying for a large number of companies.

   In our opinion Companies House should inform the directors and the secretary (if any) of the company of the objection. A period of time for the company to address the problem can be given at this point. For the cases that we are involved with the offending company already knows the identity of the person lodging the objection.

   Where the objection is upheld and there is a concern over service on the company we think there is a solution. Tthe Gazette is well known as the official newspaper of record. In such cases where there is no other address available for the company then the Gazette could be a suitable means of serving documents.

   Alternatively, perhaps the address could remain on the historical record but with an annotation to reflect the error, for example, in our case to show when our address ceased to be the registered office address and in other cases where the address should never have been shown as the registered office address. The form lodging the objection could also be filed.

   Our only other comment is that we have experienced a similar problem in relation to service addresses where a director has used our address as his service address without our permission. We think that it may be useful in such circumstances to have the ability to file an objection to this.Comment Tags: Companies Act 2006

   Reply ↓
6. Kathleen O'Reilly on February 20, 2012 at 4:02 pm said:

   Statement of capital

   Share premium and the obligation to state the amount paid up in relation to nominal value and premium on a per share basis.
   Many private companies may only know with certainty the total unpaid amount in relation to issued shares. They may not know the amount unpaid in relation to nominal value and share premium. For private companieswe are of the opinion that readers (in particular, creditors) will be most interested in the total unpaid amount.
   If private companies are required to give this information then we think that there should be provision as to the order in which the nominal value and share premium are paid up.
   We think that it would be of benefit to provide in statements of capital the number of shares, the nominal value of such shares and the total amounts paid up in relation to such shares. The detail in relation to the share premium account is included in the annual accounts. We are aware that some companies with complicated share structures may find this difficult (or where reductions of capital etc. have taken place).

   Obligation to set out the prescribed particulars in relation to shares, i.e. to summarise voting rights, dividend rights, right to capital and whether or not shares are redeemable and the rights attached thereto.

   The information required is available in the articles or in the relevant resolutions which can be obtained from a search of the company.
   To require this information for the statement of capital may be considered duplication. In attempting to summarise the quality of the information may be reduced. We have noticed a trend amongst those completing such forms to fail to complete the form accurately. The information provided in some cases has been misleading. This is partly as a result of the requirement on those running the companies to decide what elements of the share rights are key and what are not. For the public register to contain information which is misleading reduces the value of the register.
   For companies with a number of classes of shares completion of the relevant forms is made more complicated and, when introducing a new class it is noted that a company will be required to restate the rights in relation to all the share classes. Clients have made unfavourable comparisons in relation to this impact when comparing it to the pre-1 October 2009 position.
   We also wonder – “What are the implications if the information provided in the statements of capital is at odds with the detail in the articles of the company or the relevant resolutions?” Could a third party rely on the statements of capital? In our submissions to Companies House we had provided the detail required in the statements of capital but also made clear that the rights are fully set out in the articles in detail. This was to ensure the articles take precedence in the event of any ambiguity. We welcome the guidance that has been provided by Companies House but note that this says that there must be no reference to the articles. We question this approach
   We think that there should be a BIS clarification in relation to how much detail is required for the prescribed particulars of rights attaching to shares as soon as possible. In particular, there is a strong case for being able to cross-refer to the articles, which currently means Companies House reject the form.Comment Tags: Statement of capital

   Reply ↓