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Capital Office understand the importance of keeping overheads low when running a small business. We also know that keeping up to date financial records for your business is vital to help avoid any penalties from HMRC. With this in mind, we now offer affordable accounting services for small business owners who may struggle to find the time to keep track of all their business transactions.

Low Cost Professional Business Accounting in London

When you begin trading, it makes a lot of sense to get your business accounts sorted out as soon as possible to keep track of your daily finances as well as prevent yourself from becoming bogged down with too much paperwork. You can save yourself a lot of time and effort by keeping on top of your accounts, but we understand that sometimes it can be a struggle to juggle so many jobs all at once. This is why investing in our low cost expert business accounting services can save you so much stress, especially when it comes to those dreaded tax returns! When it comes to the Tax man our accounting team knows best! Don't struggle along trying to do everything by yourself - if you need more help or advice, do not hesitate to call us.

Capital Office provide top-class business accounting services all across London as well as on a national level. No matter where you are based in the UK, our team of fully trained and experienced accountants can help alleviate any issues you may be facing. We aim to make your accounting process as easy as possible by taking it completely off your shoulders, so you can be left free to concentrate on building your business. You can get a FREE QUOTE from us - so why wait? Let us take the strain of completing your business accounts completely off your hands.

There are many reasons why a small business owner may choose to benefit from using a virtual office. One great advantage of this is that it can help to boost your company’s image and reputation. A large proportion of small businesses use a residential address and for some people this can cause uncertainty about the reliability and legitimacy of the business, which in turn can lead to less trust, custom and sales. Virtual office can provide your business with a prestigious mail forwarding address in London which instantly gives your business huge credibility and a higher status.

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Virtual Office Helps Keep Your Privacy Protected

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When seeing a registered London address, prospective clients are more likely to view the company as well established, trusted and reliable. As well as providing security for customers, using our virtual office service will keep your home address private and protect you from unwanted callers. This is an important reason for you to use a virtual office, and will help by keeping your home address off all public records. By using our virtual office address you will be preventing cold callers from just turning up at your home address at any time of the day completely unannounced -  which can be very awkward to say the least! Our service provides great peace of mind to our customers, you will know your home address is secure from all cold callers. In addition to our mail forwarding service, many small businesses use our virtual call answering service.

This service works much like having your own personal assistant who will handle all calls on your behalf. Unlike employing a full-time PA, which could cost you over £20,000 a year, a virtual personal assistant is an affordable option for your business. A full time virtual PA on the same hours would cost just a small fraction of that from Capital Office for 12 months. Your virtual call answering service will receive all calls and then divert them to your home or mobile phone quickly and without revealing either number to the caller. Alternatively, if you prefer not to answer all calls live, your callers are able to leave a message which you can listen to and then respond to later. This can be ideal if your work is very hands on meaning you cannot answer your phone straight away each time it rings, or your job means you are away from your phone regularly throughout the day. All of our call answering staff are native English speakers and have impeccable telephone manners and customer service skills.

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Get the Best Virtual Office Services for an Affordable Rate

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Using this service will allow you to remain focused on your work without the worry of distractions or missing an important client’s calls. If you would like to discuss any of our services please do not hesitate to contact our expert team who will be happy to talk you through your preferred options. We can find a package suitable for your business. Why not take a look at our extensive range of Virtual Office packages we have available. We are confident that we will have something to suit your business needs!

Who Can Be a Company Director? | Your Virtual Office London

There are not many hurdles for an individual to overcome in order to become a director of a UK limited company.  The question of who can be a company director is answered below, making it clear that the position is not necessarily as unattainable as it sounds.

Although no specific qualifications are needed, a number of key roles have to be fulfilled. This is in addition to the company director’s role of fulfilling obligatory tasks, such as establishing a  business address.

Definition of a Company Director

Before recognising who can be a company director, it’s important to understand the definition of a company director.  A limited company chooses a company director to oversee its finances and its business’ daily activities. A company director is required to act with integrity and abide by the law in order to make verdicts that can help the business grow. He or she can bind the company into valid contracts with third-parties (buyers, lenders, suppliers etc) and act as trustees for a company (but not the individual stockholders).

The Business Directory defines a company director as:

“An appointed or elected member of the board of directors of a company, who with other directors, has the responsibility for determining and implementing the company’s policy. A company director does not have to be a stockholder (shareholder) or an employee of the firm, and may only hold the office of director. Directors act on the basis of resolutions made at directors’ meetings, and derive their powers from the corporate legislation and from the corporate legislation and the company’s articles of association.”

With sound judgement and experience, a company director should endeavour to make a company successful through the promotion and achievement of its company’s goals.

Who Can Be a Company Director? The Key Roles

Company directors are a unit of “board of directors”, albeit the board can delegate certain powers to a board committee or a single company director.

The key roles and responsibilities of a company director are outlined in the Companies Act 2006, the articles of association, and any service contract that may be active between a director and the company.

According to the Companies Act 2006, company directors must:  

1.      Act Within Designated Powers

A company director has to adhere to the constitution of a company and comply with the company’s policy and tasks — this can include the articles of association and wider constitutional implications, for example, shareholder/joint venture agreements.

2.      Promote the Success of the Company

A company director must exercise the values of the company and success so that the company can last for a long time and thrive. The Companies Act states that a director have to have regard to, but not be limited to:

• The potential consequences of any decision in the future
• The company’s interests and the interests of the employees
• The issues concerning the company’s business relationships with suppliers, customers and others
• The company’s perspective and association with environmental and community operations
• The commitment of ensuring the company’s reputation for high standards of business conduct
• The obligation to act fairly and justly between company members 

3.  Carry Out Independent Judgement

A company director must use independent judgement. They have to take on the responsibility and accountability of making independent decisions. However, the company’s constitution must always be obeyed.  

4.  Consistently Exercise Reasonable Skill, Care, and Diligence

A company director has to observe the same skill, care, and diligence as any other employee with:

• the general knowledge, skill, and experience that may reasonably be expected of a person carrying out the same functions in relation to the company.
• the general knowledge, skill and experience that possessed by the company director.

Note: A director’s actual understanding and skills may not be enough if more could reasonably be expected of someone in his or her position, therefore a sense of recognising and adapting to the reality of individual knowledge base is key.

5.  Avoid Conflict of Interest

A company director has to avoid a situation where a conflict of interest may arise.  This is particularly important when it comes to exploitation of property, information, or opportunity. A conflict of interest must be avoided even if it may be beneficial to the company.

6.  Reject Benefits from Third Parties

A company director cannot accept any form of benefits from third parties. If no conflict is likely to be deemed from the benefits, then the deal in question will not be considered to be an infringement.

7.  Declare Interests in Proposed/Existing Transactions/Arrangements with the Company

A company director has to declare the extent of any interest, transaction, or arrangement with the company (directly or indirectly) to the rest of the company directors.

No infringement will be recognised if:

•        A conflict of interest is not likely to occur as a result of reasonable analysis to determine such a conclusion of the transaction.

•        An interest has not been declared because a company director is unaware that they possess the interest, or that the other directors are aware of the interest.

Remember...

It is not the directors, but members, who own the company. However, directors and members are normally the same individuals. A limited company is also responsible for its own debts. However, directors are personally responsible for ensuring the company complies with the law.

And remember, a company can have many directors (and shareholders) during company set up and any time thereafter.

For more information about the roles of a company director and how you can set-up your own business with a virtual business address, contact our professional and experienced team, today.

--If you’re set to launch a company limited by shares, it’s important for you to understand all there is to know about these limited company shares and what they mean for your business. Before you begin working via your prestigious registered office address, take note of the following information about limited company shares and be well prepared to own and overcome all of their implications.

The Definition of Shares

Shares represent a portion of a company that is limited by shares. They’re a divided-up unit of a company’s value whereby each share is a certain percentage of the whole business. “Shareholders” or “members” are those individuals who own limited company shares.

The number of shares that a company member holds reflects the “amount” a company is owned or controlled by that company member. It is typical for shareholders to receive a percentage of the trading profits in relation to the shares they own.

Issuing Limited Company Shares

A company may issue a minimum of one (1) share. This is common when a limited company is set up by an individual and he/she is the sole owner and company director. There is no maximum number to issuing limited company shares and therefore, as a company owner, you can issue as many shares as you wish during the process of company incorporation.

Here are some clear, demonstrable examples of popular share structures:

• One issued share = 100% company ownership.
• Two of equal value = 50% ownership per share.
• 10 of equal value = 10% ownership per share.
• 100 of equal value = 1% ownership per share.

If a business is worth £100 million, and there are 50 million shares, then each share is worth £2 (typically listed as 200p). The value of such shares may fluctuate for various reasons.

Limited company shares may be issued by companies in order to raise finances. Investors will consider purchasing limited company shares in the belief that the company in which they have invested will become a profitable enterprise, thereby gaining their portion of the success.

What Is the Nominal Value of a Share?

A share’s nominal value represents the monetary figure that a member has paid (or agreed to pay) for their fraction of the company. The nominal value reflects how much a member is legally expected to pay towards the debts of a company or if/when the company endures a winding up order. Therefore, the limited liability of company owners is represented by the nominal value of limited company shares.

What Is the Market Value of a Share?

The market value of a share is quite simply the amount that a share is worth at the point it is sold. For example, if a limited company share is sold for £1, then the market value of this share is £1.

What Types of Shares Can Be Issued by a Company?

There are a number of different types or “classes” of limited company shares, including:

• Ordinary shares:

A standard type of share with no unique rights or restrictions.

• Preference shares

When dividends are paid out, preference shares carry a right to preferential treatment.

• Cumulative preference shares

Cumulative preference shares hold the right that unpaid dividends from one year may be carried forward to subsequent years.

• Non-voting shares

Non-voting shares carry no rights to vote at general meetings. Companies will normally issue such shares to employees so that some of their earnings can be paid as dividends.

• Redeemable shares

Redeemable shares can be bought back/redeemed at some point in the future, either on a pre-fixed date or in response to a particular event.

• Alphabet shares

Alphabet shares permit companies to assign their shareholders with shares in different classes, and these distinct share classes are identifiable by a specific letter (hence the term “Alphabet Shares”).

• Management shares

Management shares hold additional voting rights, such as 10 votes per share. Management shares are generally held by subscribers, thereby permitting them to retain more power and control than other members.

Ordinary shares often suffice for small companies as they are the most popular shares class, hence you needn’t be too concerned about all of the above types of limited company shares.

Who Can Become a Shareholder?

Any of the following may become shareholders:

• Individual member
• A number of individuals/groups
• Partnerships
• Another company/organisation/corporate body

Although shareholders have the final say and authority concerning integral business decisions, they are not allowed to be involved in the day-to-day management and running of money matters as this falls within the role of the company director.

Notably, limited company shareholders may appoint themselves as company directors. This means that they can create a limited company as they desire and take on the roles of both shareholder and director. This is a fairly normal practice in small companies.

Stock Exchange Implications

Prospective shareholders may only purchase shares in your company if your company is listed on a stock exchange. This occurs when an Initial Public Offering has been completed (for example, on the London Stock Exchange). In this process, you transform from being a private company to a public company, thereby permitting members of the public to ultimately buy shares when needed.

Remember...

There are very specific implications of limited company shares of which new company owners must be aware. However, it’s worth noting that companies limited by guarantee have guarantors and a “guaranteed amount”, instead of shareholders and shares.

To find out more about limited company shares, or for more information about obtaining a registered office address, contact Your Virtual Office London, today.

There may be a number of reasons you’ll want to remove your existing company director and/or appoint a new individual to the role. Whether you’re planning a major reshuffle at the top for the sake of changing course of your limited company’s ethos, or an individual is underperforming, to appoint and remove a company director from the vantage point of your business address is a major decision.

To help you make an informed decision, and to complete the process to appoint and remove a company director swiftly, this article outlines the roles and responsibilities of a company director followed by the correct process to appoint and remove a company director from your limited company.

Who Can Become a Company Director?

Before understanding how to appoint and remove a company director, it’s important to recognise the eligibility of a company director.

The following can qualify as a company director:

• an individual (can be the company secretary, shareholder)
• a corporate body
• a partnership
• a group
• another limited company
• an organisation/business/charity

The following are not allowed to become company directors:

• a company auditor
• a banned company director (cannot be a director of another company while their forbid is still in place)
• individual under the age of 16 years
• an un-discharged insolvent

How to Appoint a Company Director

You can appoint a company director during and after your company incorporation and the process may not be as difficult as you may first assume:

• Appoint a Company Director During Incorporation

The company’s maiden directors are appointed during company formation. Their details are provided to Companies House on the relevant documentation. You can register a new company and appoint the first directors with the use of Companies House form IN01, or you can complete an online application form during your company set up through a formations company.

• Appoint a Company Director After Incorporation

It’s up to company members to decide who they want to appoint as a company director as well as specifying the powers that this new director will have.

Should the current directors be permitted to choose a new director, they will be expected to pass a resolution at a board meeting or in writing. Additionally, a majority of the directors must vote in favour of the resolution. In case there are just two directors, both of them must accept the appointment.

After the appointment has been authorised, the company secretary or the present director will have to inform Companies House within fourteen days of the decision. The following information must be submitted to Companies House on the company formation application or the “appoint a director” form AP01:

• Appointment Date
• Title and complete name
• Old names
• Birth date
• Nationality
• Business profession
• Country of residence
• Home address
• Service address

If you choose to appoint a corporate director, then the company must have at least one other natural personwho is a director. This has to be processed by submitting the following details on form AP02:

• Name of company.
• Company registration number (also found through a Companies House search).
• Appointment date.
• Registered name and number of the corporate director.
• Registered office or principal address of the corporate director.
• Corporate director’s place of registration.

When a director is appointed during or after incorporation, his/her occupation will be requested. Since the role is mainly administrative and managerial, directors do not need formal qualifications, and incidentally, directors may have specific professions or business occupations in addition to their directorial role. Therefore, you can list a director’s occupation as a specific profession where applicable.

How to Remove a Company Director

There are a number of reasons why you may need to appoint and remove a company director, and although removing a company director is not always the easiest decision to make, it may serve to be crucial for the success of your business.

Company directors can resign or be removed by company members (shareholders or guarantors) at any time as long as they do not encroach set provisions in the Companies Act 2006, the articles of association or a director’s service contract.

• Remove a Company Director Through Voluntary Resignation

If you request a director to take a voluntary resignation or he/she resigns in adherence to their contract, Companies House has to be notified online or by post using Form TM01 within 14 days of the resignation. The company’s statutory register of directors must be updated according to the resignation and subsequently, the public register will be updated in relation to the new circumstance.

• Remove a Company Director Under the Articles of Association Provisions

The model articles of association detail the various provisions required for the immediate removal of a director in the following scenarios:

A provision of the Companies Act 2006 or any other UK legislation prohibits a director from remaining in office.

A director has a bankruptcy order against his/herself.

A registered medical practitioner deems a director physically incapable of exercising their position as director.

• Remove a Company Director Through Ordinary Resolution of Members

If the articles of association do not cover the reasons for a termination, then the shareholders may remove a director through the passing of a resolution. This is normally practised when the shareholders are not content with a director’s performances or actions. As long as the shareholders do not violate any legislative or contractual agreement, an ordinary resolution with a simple majority vote will suffice.

In order to do this, a Special Notice of at least 28 days before the vote is taken at a general meeting must be given to all shareholders. The director in question should also be notified in order to make representations and attend the meeting. If the majority vote in favour of the director to be removed, then form TM01 must be filed at Companies House within 14 days.

• Remove a Company Director Through Removal by Authority

The court, or another authoritative institution can remove a company director if he/she fail to fulfil their statutory duties and responsibilities, or if their conduct is judged to have been unfit or unethical; an official complaint may be made by a member of the public of another company member to the Insolvency Service. A “guilty” company director can also be disqualified by:

1. Court
2. Companies House
3. HMRC,
4. Competition and Markets Authority
5. Financial Conduct Authority
6. A company insolvency practitioner

“Unfit” conduct is defined as:

1. The continuation of company trading to the detriment of creditors (when a company is insolvent and unable to pay its bills).
2. Failure of proper accounting documentation.
3. Failure of proper filing of annual accounts and/or annual returns.
4. Failure to process tax returns and/or pay tax liabilities to HMRC.
5. Failure to co-operate with an insolvency practitioner or the Official Receiver

• Remove a Company Director Through Disqualification

A disqualified company director is not allowed to hold another company director position in any other company for the duration of their ban (this can be up to 15 years).

Additionally, disqualified directors cannot take a similar position in a foreign company with UK links, be involved in forming, marketing or running another company, and he/she is not allowed to be a member (partner) in a Limited Liability Partnership (LLP). Any such violations can lead to a significant fine or imprisonment of up to 2 years.

Directors can be disqualified for:

• Failing to meet the minimum age requirement of 16 years.
• Declaring bankruptcy or involved in any bankruptcy proceedings.
• Are served with a Debt Relief Order.
• Continuation of trading during company insolvency (inability to pay its bills).
• Failing to maintain accurate accounting records.
• Failing to file annual accounts and/or annual confirmation statement at Companies House.
• Failing to pay taxes.
• Utilising company finances/assets for personal gain.
• Failing to fulfil statutory responsibilities in accordance with the Companies Act 2006.

What Roles Does a Company Director Hold?

When you want to appoint and remove a company director, it’s important to fully understand the roles of the position so that you appoint and remove the correct individual based on their adherence to the role’s responsibilities.

The duties and responsibilities of a company director are outlined in the Companies Act 2006, the articles of association, and any service contract that might be effective between a director and the company.

According to the Companies Act 2006, company directors must:

• Act within designated powers
• Promote the company’s success
• Carry out independent judgment
• Exercise reasonable skill, care, and diligence
• Avoid conflict of interest
• Reject third-party benefits
• Declare interests in proposed/existing transactions/arrangements with the company

Remember...

When you want to appoint or remove a company director, you must ensure that you’re following the correct protocol and submitting the necessary details to Companies House.

It’s worth noting that If you’re the sole director of a company and want to resign, you can appoint another director to run the company on your behalf. Alternatively, for a solvent company, you can sell the business and its assets to another entity or choose to dissolve it and sell the assets.

To find out more about how to appoint and remove a company director, or how to obtain a registered office address for your business, contact our professional and experienced virtual office experts, today.

Congratulations! You’re either a newly formed business, or you’ve been running your brand from a reputable business address for some time. But with the plaudits comes the pressure; not least the overwhelming number of documents you must process and submit. And when you’re a UK company limited by shares, there may be a time where you need to transfer shares. Enter the stock transfer form.

What Is a Stock Transfer Form?

In order to transfer shares in UK companies limited by shares, you must complete a stock transfer form. A stock transfer form records the share transfer details, including names of the buyer(s), the number and type(s) of shares, and what the value or monetary exchange for those shares were (for example, “the consideration”). Simply put by GOV.UK, a stock transfer form “transfers shares from one person to another”.

The two types of stock transfer forms:

• J30 form (used to transfer fully paid shares)
• J10 form (used to transfer unpaid/partly paid shares).

The J30 form is perhaps the most commonly used form since the transfer of fully paid shares is more prevalent.

Send Your Stock Transfer Form to HMRC

According to GOV.UK, when you’re completing a stock transfer form to send to HMRC you must provide comprehensive details of the sale, including:

• the shares being transferred (the quantity, class and type, for example 100 ordinary shares, ABC Limited)
• the buyer
• the seller

You also need to provide the value of what you paid for the shares in either:

• cash
• other stock and shares
• debt

This is known as the chargeable consideration.

Enter “Nil” as the consideration if you do not give any consideration for the shares. If you give consideration in money for the shares, state how much.

If the transfer is exempt from Stamp Duty, or no chargeable consideration is given for the transfer, you need to complete one of the certificates on the back of the stock transfer form (Certificate 1 or Certificate 2). You need to complete a different certificate depending on what you paid for the shares.

It will take approximately 5 to 10 days for HMRC to process and return the stamped stock transfer form and share certificate. Be sure to store the returned stock transfer form with your company records, issue a new share certificate, and update your statutory register of members, accordingly.

The Different Circumstances of Shares

The reporting of share transfers and payment of stamp duty will be dependent on the circumstances of a particular share:

• You do NOT need to notify HMRC (or pay any subsequent stamp duty) where share transfers have a sale value, or “chargeable consideration”, of £1,000 or less. As stated, this includes shares that are given for “nil” consideration (i.e. gifted to someone) — this is when Certificate 1 (found on the reverse of the share transfer form) must be completed and signed.

• When share transfers are classified as exempt of stamp duty (e.g. they are left to someone in a will), there is NO need to notify HMRC of the transfer — this is when Certificate 2 (found on the reverse of the stock transfer form must be completed and signed).

• If the share transfer value exceeds £1,000 and is otherwise subject to stamp duty, then the transferee (new shareholder) must pay stamp duty to HMRC at the rate of 0.5% of the sale value. This is when the stock transfer form must be completed and sent to HMRC’s stamp duty office for stamping within 30 days of the date of the transfer. The form must be accompanied by the existing share certificate and a covering letter. You can pay stamp duty on shares to HMRC by BACS transfer, online, or by cheque. If a BACS transfer or online payment is made, it’s advised to provide the payment reference along with the amount and date paid.

Companies House Does Not Need to Receive Your Stock Transfer Form

A stock transfer form does not need to be submitted to Companies House. However, a company director must update the company’s statutory register of shareholders in order to record the details of the share transfer. As stated, a copy of the stock transfer form, along with any resolutions and copies of share certificates relating to the transfer, must also be kept with the company’s statutory registers.

Simply put, Companies House should be informed of the new share transfer information via the next updated confirmation statement (Companies House form CS01).

What Details Are Required on the Stock Transfer Form?

The following details will be required:

• Your company’s name
• Company Registration Number (CRN)
• Quantity and class(es) of shares being transferred
• Existing shareholder (transferor) name and address
• New shareholder (transferee) name and address
• The amount paid for the shares
• If applicable, the details of non-cash payments
• Transferor’s signature
• If applicable, stamp duty liability

It’s worth noting, for some companies, current shareholders have to pass a special resolution in order to waive their right to pre-emption on the transfer of shares.

Remember...

Legally, there are no restrictions on the number of shares a private company can issue during or post incorporation, in accordance with the Companies Act 2006. However, some restrictions may be included in the articles of association and shareholders’ agreement (find out how to get a copy of memorandum and articles of association).

Most importantly, upon completion of the transfer of company shares, the director(s) must provide a copy of the stock transfer form to both the transferor and transferee. The company should also keep a copy with its statutory records stored at the registered office or SAIL address.

To find out more about a stock transfer form, or for help and advice with sending a stock transfer form to HMRC, contact our professional and experienced virtual office experts, today.

You may be the proud owner of a new business, functioning from a credible business address, and envisioning a bright future ahead. But if you’re unsure about exactly what a company director’s role entails, then you may find yourself hindering your company’s progress. At best.

This article outlines all you need to know about the role of a company director and help you understand and master your own position at the top.

What Defines a Company Director?

A company director is chosen by a limited company to manage its daily business activities and finances to ensure all legal filing requirements are met. A company director is required to operate with integrity and abide by the law in order to make decisions for the betterment of the company and its members (shareholders). A director can bind the company into valid contracts with third-parties (buyers, lenders, suppliers etc) and act as trustees for a company (but not the individual stockholders).

The Business Directory defines a director as:

“An appointed or elected member of the board of directors of a company, who with other directors, has the responsibility for determining and implementing the company’s policy. A company director does not have to be a stockholder (shareholder) or an employee of the firm, and may only hold the office of director. Directors act on the basis of resolutions made at directors’ meetings, and derive their powers from the corporate legislation and from the corporate legislation and the company’s articles of association.”

A company director can be:

• an individual (can be the company secretary, shareholder)
• a corporate body
• a partnership
• a group
• another limited company
• an organisation/business/charity

However, a company needs to have at least one regular, natural director. A company director cannot be:

• a company auditor
• a banned company director (cannot be a director of another company while their forbid is still in place)
• individual under the age of 16 years
• an un-discharged insolvent

What Are the 7 Key Roles of a Company Director?

Although a company’s board may delegate certain powers to a board committee or an individual company, company directors technically act as a collective “board of directors”.

The Companies Act 2006 explicitly outlines the responsibilities of a company director. They’re also defined in the articles of association along with any service contract that may be in effect between a director and the business.

According to the Companies Act 2006, company directors must:

1. Act According to Designated Powers

A company director has to adhere to the company’s constitution and comply with the policy of the company and any delegated tasks — this includes the articles of association and wider constitutional issues, such as shareholder/joint venture agreements.

2. Promote the Company’s Achievements and Successes

A company director must actively exercise the dissemination of the company’s values and successes in order to sustain longevity and scale the company. Subsequently, the legislation states that a director must have regard to, but not limited to, the following:

• The potential long-term consequences of any decision made.
• Employees’ interests.
• The implementation of the company’s business relationships with suppliers, customers and others.
• The company’s impact on environmental and community operations.
• The commitment of ensuring the company maintains a reputation for high standards of business conduct.
• The obligation to act fairly and justly between company members.

3. Use Independent Judgement

A company director should use independent judgement, bearing the responsibility and accountability of making independent decisions. However, the company’s constitution/agreement must still be obeyed.

4. Maintain Reasonable Diligence, Skill and Care

A company director is expected to observe the same skill, care, and diligence to the same standards as any other reasonably diligent employee with:

• the general knowledge, skill, and experience that may reasonably be expected of a person carrying out the same functions in relation to the company.
• the general knowledge, skill and experience that possessed by the company director.

Note: A director’s actual understanding and abilities may not be enough if more could reasonably be expected of someone in his or her position, therefore a sense of recognising and adapting to the reality of individual knowledge base is key.

5. Avoid Conflict of Interest

A company director must avoid a situation in which there is/may be a company related conflict of interest — particularly in relation to the exploitation of property, information or opportunity, regardless of whether it would serve to benefit the company.

6. Reject Benefits from Third Parties

No third-party benefits should be accepted by a company director. However, it’s worth noting that there will be no recognition of wrongdoing if the acceptance cannot be regarded as something likely to cause conflict.

7. Declare Interests in Proposed/Existing Transactions/Arrangements with the Company

A company director has to declare the extent of any interest, transaction, or arrangement with the company (directly or indirectly) to the rest of the company directors.

No infringement will be recognised if:

• There is unlikely to be a conflict of interest due to reasonable analysis to determine such a conclusion of the transaction.
• An interest has not been declared because a company director is not aware that they possess the interest, or that the other directors are aware of the interest.

Remember...

A company can have more than one director (shareholders) during company set up and any time after. However, a corporate director is a term to depict a company or any other form of corporate body appointed asthe director of another company. A private company can employ as many corporate directors as it wishes (as long as there is a minimum of one appointed individual director).

When it comes to transferring shares, company directors may be prohibited from authorisation without members’ permission; members will have to pass a resolution to allow such authorisation.

If you want to find out more about a company director, or for any related assistance with setting up a company and registering a business address, contact Your Virtual Office London, today.

If you’re the proud owner of a business, functioning from a reputable business address, you may soon find yourself making important decisions with shareholders regarding the transfer of company shares.

Shares Defined

Before we look at how to transfer company shares, let’s define what company shares mean. Shares form part of a company that is limited by shares and are simply a divided-up unit of the value of a company (each share is a specific percentage of the entire business).

Limited companies can issue more shares post incorporation, and its shareholders (members) may transfer or sell their shares to other individuals at any time. Both must adhere to the procedures set out in the in the Companies Act 2006, the articles of association (find out how to get a copy of memorandum and articles of association), and the shareholder’s agreement (if applicable).

How Are Shares Transferred?

The transfer of company shares in a limited company may be exercised from one individual to another in exchange for the following:

• a monetary payment
• a non-monetary consideration such as goods/products, services, knowledge, or writing off debts
• as part of an employee share scheme
• as a gift to a family member

The transfer of company shares after company formation can be processed by completing a Stock Transfer Form. The following details will be required:

• Your company’s name
• Company Registration Number (CRN)
• Quantity and class(es) of shares being transferred
• Existing shareholder (transferor) name and address
• New shareholder (transferee) name and address
• The amount paid for the shares
• If applicable, the details of non-cash payments
• Transferor’s signature
• If applicable, stamp duty liability

You must send a copy of the Stock Transfer Form to HMRC if the transfer’s sale value exceeds £1,000. The transferee will then have to pay Stamp Duty tax of 0.5% of the total sale value.

Once HMRC receives the form, the transfer of company shares must be approved by the company’s board of directors. This can either be agreed at a meeting or through a board resolution. For some companies, current shareholders have to pass a special resolution in order to waive their right to pre-emption on the transfer of shares.

Upon completion of the transfer of company shares, the director(s) must provide a copy of the Stock Transfer Form to both the transferor and transferee. The company should also keep a copy with its statutory records stored at the registered office or SAIL address.

Share certificates have to be provided to the new shareholder as evidence of ownership. Additionally, the statutory register of members has to be updated in a timely manner, recording details of both old and new shareholders in order to reflect the transfer of company shares. If necessary, the register of People with Significant Control (PSC register/person of significant control) must also be updated.

It’s not necessary to immediately contact Companies House upon completion of the transfer of company shares since this can be outlined on your next annual confirmation statement (see confirmation statement at Companies House).

How to Issue Shares Post Company Incorporation

There could be a number of reasons why companies will be required to issue new shares, including:

• bringing in new business partners
• raising capital from external investors for funding purposes
• to pay business debts
• to introduce a bonus scheme for employees
• to gift shares to family members

There are no legal restrictions on the number of shares a private company can issue during or post incorporation, in accordance with the Companies Act 2006. However, some restrictions may be included in the articles of association and shareholders’ agreement. An authorised capital is one of the most common restrictions; it’s essentially a limit on the number of shares that can be issued.

Owners of a shareholding company can form and issue whatever type of shares they like. This can be done during company registration or once your company has been incorporated. Many companies prefer to issue “Ordinary” shares that are of equal value, providing parity on profit and voting rights between members.

Alternatively, a company may wish to issue multiple types (“classes”) and values of shares in order to provide various voting and profit rights for its members.

To issue further company shares post incorporation, the prospective member(s) must make an application to the company. The existing members must waive their right to pre-emption by passing a Special Resolution (if applicable) and adhering to any further provisions as described in the constitution.

Finally, the company must accept the allotment; normally carried out with a board resolution. Once the allotment has been exercised, the directors must provide the following details on the Return of Allotment of Shares (Companies House form SH01):

• company name
• company Registration Number
• date(s) of allotment(s)
• number, class (type), currency, and nominal value of each share
• amount paid or unpaid on shares
• details of non-cash payments, if applicable
• Statement of Capital.
• prescribed particulars (rights) attached to shares
• director’s signature

The company director has the complete responsibility for filing Form SH01 at Companies House (no later than 1 month after the allotment of company shares) in addition to the following:

• providing a share certificate to each new shareholder
• keeping copies of share certificates at the company’s registered office or SAIL address
• updating the statutory register of members
• updating the company’s PSC register (if applicable)
• reporting the changes to Companies House on the next confirmation statement

What Are the Buy-back Options?

It is not uncommon for companies to include buy-back options in their Articles. These often uphold that any directors or employees who hold shares have to transfer their shares back to the company when they leave. This ensures that only those individuals who are directly involved in the business can be shareholders; subsequently, the company always has control of who may be issued with shares.

Unlike the comparatively simple process of the transfer of company shares, buy-backs are a rather complicated affair. Any company who wishes to implement a buy-back, should seek the advice of a legal professional.

Remember...

The rights and powers of directors are listed in the Companies Act 2006 the articles of association, and any service agreement between the company and director. However, company members can alter these rights by passing a resolution.

Company directors might be prohibited from authorising the transfer of company shares without members’ permission. When a director cannot authorise the transfer of company shares, the members have to pass a resolution to permit such authorisation or allow the transfer of company shares on that specific occasion.

Any articles adopted by a private limited company that was formed after 1st October 2009 will allow company directors with a single share class to authorise the allotment of ordinary shares without the approval of existing members. However, this is still at the discretion of members because, under the articles, they have the right to restrict the directors’ powers.

To find out more about how you can transfer company shares, contact our professional and experienced company formations team now for fast, friendly, and expert advice.

Once you’ve obtained a registered office address, your business will be running in earnest along with the presence of a pile-up of paperwork. You can avoid becoming overwhelmed by the inevitable if you familiarise yourself with vital business terms and documents; particularly the memorandum and articles of association.

This guide will outline how you can get a copy of the memorandum and articles of association and detail what these documents mean for your business.

Are the Memorandum and Articles of Association a Legal Requirement?

UK companies are legally required to have both the memorandum and articles of association. Both of these governing documents are produced when a company completes its formations process; subsequently both the memorandum and articles of association will be registered at Companies House.

What Is the Memorandum?

The memorandum of association (in full) is a legal statement detailing the names of a company’s founders. Compiled in a standard format, the document lists each subscriber’s objective to become a member and incorporate the business. Essentially, it is a single document containing the names of the company’s founding members (shareholders/guarantors) who have subscribed/added their name to the memorandum.

The members’ signature to this document outlines the intention of these “subscribers” to form and join the company in question.

Can the Memorandum Be Amended?

Since the memorandum is a legal document, the format may not be changed prior to forming your company. The memorandum of association contains historical significance and will remain consistent for the lifetime of your company regardless of original or new company members leaving or joining the business. Therefore, the names of subscribers cannot be altered or removed after company set-up.

What Are the Articles of Association?

The articles of association act as a blueprint to how a company should be run. Companies may choose to select “model articles” from Companies House or change and personalise the standard document in order to create their own rules and regulations.

Technically, the articles of association are the constitution of a limited company and contain a number of pages outlining the ways in which a company should be structured and managed in relation to the following:

• Decision making
• Members’ rights, duties, and liabilities
• Directors’ duties, responsibilities and powers
• Share capital (issuing and transferring shares)
• Profit distribution
• Director appointment and removal
• Decisions regarding the appointment of company secretary
• Administrative issues

Can the Articles of Association Be Amended?

Unlike the memorandum, the articles of a company limited by shares or guarantee can be changed at any time. Any changes made to the articles of association must be agreed by a 75% majority of the company’s members at a voting process at the general meeting. Subsequently, it has to pass a special resolution, unless entrenchment provisions are in place (which may result in more onerous approval requirements).

Upon confirmation of the changes, a copy of the resolution and updated articles have to be submitted and filed with Companies House within a period of 15 days.

It’s best advised to seek legal assistance if you choose to create your own articles of association in order to avoid any potential errors in the creation and submission process.

What Are Model Articles?

Unless a company decides to form their own articles of association, the model articles from Companies House under the Companies Act 2006 are considered the default articles. They are a simple document and easily adoptable by private limited companies that issue only ordinary shares, and for some companies limited by guarantee.

Model articles are a sensible choice for small companies that are exempt from any specific provisions.

Self-formed articles are a better option for companies that have multiple share classes and more than a single shareholder as the document may be tailored to meet a company’s individual goals, ensuring all company members are fairly treated in adherence to the shareholders’ agreement.

Keep the Memorandum and Articles of Association at Your Registered Office

Companies must keep a copy of the memorandum and articles of association at their registered office or SAIL address. Remember, a company’s articles will be displayed on public record.

Companies House Must Receive Your Memorandum and Articles of Association

If you have registered your company online using Companies House Web Incorporation Service, you have to adopt the model articles by simply submitting the memorandum online. Companies House does not require a copy of the model articles.

However, if your company is registered via the Companies House paper application, you can choose either the model or bespoke articles. Both the memorandum and bespoke articles must be submitted by post (albeit the model articles needn’t be included).

How to Obtain a Copy of the Memorandum and Articles of Association

In order to receive a copy of the memorandum and articles of association, simply go to Companies House and download a copy of the articles online. Moreover, it’s a simple process for those companies that are already registered as you simply have to head over to Companies House for the same, or use the help of a quick and efficient company formations service.

Remember...

It’s crucial for business owners to know the terms and significance of important company documents and processes. At the point of forming your company, the memorandum and articles of association will be submitted to Companies House and notably, all UK companies are legally required to maintain both their memorandum and articles of association.

For more information about the memorandum or articles of association, or for expert assistance with obtaining a business address, contact Your Virtual Office London, today.

Once you register a company, advisably through a company formations agent who will comprehensively manage all necessary communication with Companies House and remedy start-up teething issues, you’ll be met with a plethora of important numbers and codes. One of these important digits will be your SIC code.

This article will explain all you need to know about this all-important code.

The Definition of a SIC Code

A SIC code is a Standard Industrial Classification code. Originating from the U.S. in the early 20th century, a SIC code is a five-digit code that is used to classify industries. SIC business codes are used for the same purpose by Companies House and the Office for National Statistics uses SIC business codes to gather important data. The ONS describes SIC codes as:

“The UK standard industrial classification of economic activities, abbreviated as UK SIC, is a 5-digit classification providing the framework for collecting and presenting a large range of statistical data according to economic activity.”

SIC business codes define and categorise the activities of a company and are the result of a continuous effort to form a comprehensive list of all existing types of businesses in the UK.

How Are Trade Groups Classified?

Presently, there are over 600 unique SIC codes. This information helps to track the number of companies operating in various industries, identify business trends, and monitor the strength of various parts of the UK economy.

Companies House website displays a condensed version of the full codes (as found at the Office for National Statistics). The SIC business codes are classified into trade groups and subsequently, full classifications are provided within every trade group.

For example:

Codes under “Section A” fall under the trade description of Agriculture, Forestry and Fishing. Within this heading you will find trades such as “Growing of rice” (SIC business code: 01120) and “Plant propagation” (SIC business code: 01300).

Where Do You Find a SIC Business Code?

The relevant SIC codes can be found by searching the condensed list of SIC codes from Companies House website — follow the link of “condensed version of the full address” above as you must use the codes on this list when filing to Companies House.

If your company is using an earlier SIC business code from the previous 2003 version of codes, you’ll need to search the SIC Conversion Table to locate the 2007 version. You must provide the new code on your next confirmation statement. Find out more about your confirmation statement and Companies House requirements here.

What Are the SIC Code Categories?

There are 21 main industry categories/groups on the condensed list of SIC codes, with a number of SIC codes within each category representing specific trade activities related to that industry. The main categories are:

Section A: Agriculture, Forestry and Fishing

Section B: Mining and Quarrying

Section C: Manufacturing

Section D: Electricity, gas, steam and air conditioning supply

Section E: Water supply, sewerage, waste management and remediation activities

Section F: Construction

Section G: Wholesale and retail trade; repair of motor vehicles and motorcycles

Section H: Transportation and storage

Section I: Accommodation and food service activities

Section J: Information and Communication

Section K: Financial and insurance activities

Section L: Real estate activities

Section M: Professional, scientific and technical activities

Section N: Administrative and support service activities

Section O: Public administration and defence; compulsory social security

Section P: Education

Section Q: Human health and social work activities

Section R: Arts, entertainment and recreation

Section S: Other service activities

Section T: Activities of households as employers; undifferentiated goods- and services- producing activities of households for own use

Section U: Activities of extraterritorial organisations and bodies

Can You Change Your SIC Business Code?

Your SIC business code can be changed if your main business and trading activities change. Simply locate the relevant SIC business code from the condensed list from Companies House (or the Conversion Table if your code precedes the 2007 list). Once retrieved from Companies House, you must add it on your next confirmation statement.

When Would You Need SIC Business Code?

The use of a SIC business code arises in the course of the Annual Return filing process. The SIC business code must be inputted in the relevant section when filing your annual return with Companies House.

Remember...

One SIC code is normally sufficient for most companies, but you may need to select up to four SIC codes to comprehensively describe the nature of your company’s business activities — this is common for companies with more specialised or unique activities.

SIC codes have to be confirmed/updated each year on the Confirmation Statement. Note: your SIC codes, along with other key company details, will be displayed on public record at Companies House.

For more information about obtaining a SIC code, or for any related assistance with setting up a company and registering a business address, contact Your Virtual Office London, today.