Company administration: the basics

Introduction

There are various types of formal meeting that a company needs to consider, with different notice periods and responsibilities. Some rules on company meetings have changed in the past 18 months. It is important to stay up to date – first so that you comply with the law and avoid late penalty fines but also to save yourself time – by using an out of date form or document, your forms and filing will be rejected by Companies House. Not only will you have to pay to send the files in a second time around, you’ll waste precious time doing so.

Meetings and company records

Annual General Meetings (AGMs): under the Companies Act 2006, private companies are no longer required to hold an AGM unless they wish to do so. Holding AGMs is still regarded as sound company practice. This is because the directors are required to report on the performance of the company which is beneficial to the shareholders. To ensure that AGMs continue to be held, it is best practice to ensure they are required by the company Articles of Association.

Shareholders can demand an AGM if at least 10 per cent wish to hold one. In such circumstances, private companies will need to give 14 days' notice. Companies are also no longer required to send out annual accounts prior to an AGM. Under new rules, they must now be sent to members by the time they are filed with the registrar of companies.

Extraordinary General Meetings (EGMs): Extraordinary General Meetings are important company procedures. It is crucial that they are conducted with utmost precision so you comply with the law. You might hold an EGM to:

• Amend the Memorandum;
• Adopt new Articles of Association;
• Alter the Articles of Association;
• Delegate authority to the directors for allotment of company shares;
• Remove a director under section 168 of Company Act 2006;
• Remove an Auditor under section 510 of company Act 2006.

Other meetings: for limited companies the notice period is 14 days. For unlimited companies, it is seven days.

When important decisions have been taken at meetings, Companies House has to be notified within 15 days. Minutes must be kept of directors' and general meetings.

These tasks are usually carried out by the company secretary. Since 6 April 2008, companies have not been obliged to appoint a company secretary, although they may choose to do so if they wish.

Keeping official records for the company

Companies must keep official records ("registers") of:

• Shareholders and the shares they own;
• Directors and secretaries;
• Directors' other commercial interests;
• Loans or other obligations that affect the company's financial health;
• Who, other than the registered owner, has an "interest" in the shares - if it's a public company.

Making records accessible

Some people must be sent particular company records; others are just entitled to look at them. The following lists the rules that you must follow:

• Anyone can ask to inspect your company's register of members;
• Members of your company are entitled to inspect and have copies of the minutes of the general meetings;
• Only directors are entitled to see minutes of directors meetings - but others may ask for copies of a particular meeting.

Checklist: avoiding common mistakes when sending forms and documents to Companies House

When you send forms or other documents to Companies House, you can save time and administration costs by avoiding common errors. Make sure you:

• Send documents in a form that is clear enough for electronic scanning;
• Provide documents in A4 portrait format;
• Send documents unbound with no staples;
• Use paper with a matt finish;
• Use a font that is sharp, dark and clear - if photocopied;
• Ssend documents printed/written in black ink only - no other colours;
• Double check for reversed or transposed numbers - especially your company number, for example, 1235467 for 1234567;
• Fill in your company name on the form;
• Give the correct address details: be careful to provide a personal address and not a business address where that's what's asked for;
• Fill in the directors' or secretary's details where appropriate;
• Include an up-to-date list of company members;
• Give the correct accounting date (the "made-up" date) - you can check your accounting date by calling the Companies House Contact Centre on Tel 0303 1234 500;
• Sign or counter-sign the form;
• Provide dates when recording particular events.

Filing yearly accounts and the company's annual return with Companies House

Directors are personally responsible for submitting yearly accounts and the company's annual return to the Registrar of Companies.

A letter is issued to the company's Registered Office each year just before your Annual Return is due. If you file or would like to file online via Companies House website the letter provides all the necessary information to enable you to do so. If, however, you want to file on paper, telephone the number provided on the letter and one will be issued. It is a record of general information about your company, for example, the address of your registered office, details of your directors, secretary, shareholders and share capital. The cost of filing an annual return online is £15 compared to £30 for a paper submission. Your company's annual accounts must be filed within set time limits. To see a complete list of Net lawman business property leases.

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