Company records meaning

Individuals or entities that may be entered onto a PSC register: registrable individuals holding significant control registrable relevant legal entities subject to their own disclosure requirements: all UK companies limited by shares or by guarantee (including community interest companies (CICs)) and dormant companies UK unlimited companies UK limited liability partnerships (LLPs) unregistered companies subject to the Unregistered Companies Regulations 2009 (including some Royal Chartered bodies, such as City of London Livery Companies, Guilds and other societies and professional bodies) UK Societas...

This checklist functions as a reference, highlighting considerations for buyer’s solicitors when drafting a share purchase agreement (also referred to as an SPA or share sale agreement) that records the sale and purchase of the entire issued share capital of a private limited company, where the transaction features split exchange as well as completion...

Checklist and timeline This concise checklist and timeline is prepared on the footing that proceedings are brought under sections 238 and/or 239 of the Insolvency Act 1986 (IA 1986) by an administrator or liquidator, and not by any assignee of the claim. Step/action: Review the events leading to the company’s insolvency and the factors underpinning the claim(s) against the respondent(s) (typically the recipients of the relevant payments/transactions). This involves securing the company’s books and records, accounting data/statements and bank statements, and interviewing directors, former directors, and any person with knowledge of the promotion, formation, business dealings, affairs or property of the company. Note that if the office-holder signals a claim against the respondent(s), they risk losing investigative powers under IA 1986, ss 235–236 in relation to that claim. Time (days): No limit (subject to limitation). Section/rule: IA 1986, ss 234–236, 238, 239; Cloverbay Ltd (joint administrators) v Bank of Credit and Commerce International SA [1991] Ch 90, [1991] 1 All ER 894. ...

View or print a full size PDF version: This flowchart outlines the key stages a standard company follows to identify persons with significant control (PSCs) or relevant legal entities (RLEs), enabling necessary updates to the company’s PSC register and the submission of particulars to the Registrar of Companies for the central register...

For more details, see Practice Note: Reporting on payment practices and perforrmance...

Thiel-Czerwinke and another (joint liquidators of Courtside Recycling Ltd) v Crabb [2024] EWHC 337 (Ch) What are the practical implications of this case? This ruling underlines the uncompromising obligation on directors to maintain trading records, and accepts that discarding or failing to retain them was, on these facts, a constituent part of the director’s fraudulent design. It also clarifies that once office-holders demonstrate that company assets or cash were transferred to a director, the absence of documents showing that the funds or property were applied for the company’s advantage renders the director liable to repay the whole amount to the company. That outcome applies even though the judge did not doubt that Mr Crabb did in fact use some of the cash when making payments for Courtside... What was the background? Mr Crabb served as the Company’s sole director; the business dealt in scrap metal. For the trading periods from August 2014 to February 2018, the Company submitted VAT returns declaring sales, net of VAT, totalling...

In this issue Company, disclosures, records and registers Equity capital markets Share purchase agreement Restructuring and insolvency for corporate lawyers Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Company, disclosures, records and registers Companies House publishes guidance on ACSPs and identity verification standards Companies House has issued three pieces of guidance covering the registration of Authorised Corporate Service Providers (ACSPs), what ACSPs do, and the identity verification obligations. The first note explains how to use Companies House’s service to enrol as an ACSP (also referred to as a Companies House authorised agent). Applications open on 25 February 2025. The second clarifies the functions and responsibilities of an ACSP. The third sets out how to meet Companies House identity verification standards when confirming someone’s identity. From 25 March 2025, ACSPs will be able to notify Companies House of identity checks that have been completed. Further, from spring...

In this issue: Company, disclosures, records and registers Takeovers of public companies Equity capital market updates News alerts: daily and weekly Key dates for your diary Trackers Useful information Company, disclosures, records and registers Companies House outlines new registration requirements for ACSPs Companies House has issued a blog post that sets out the new registration requirements for authorised corporate service providers (ACSPs). Established by the Economic Crime and Corporate Transparency Act 2023, ACSPs form part of a more robust framework designed to verify the identity of those submitting filings to Companies House on a company's behalf. The category will span third-party agents, such as solicitors' practices and company formation agents, and they will need to be registered with Companies House before making any submissions. The underlying purpose of mandating registration is to ensure Companies House can clearly and confidently identify who is acting for companies...

People with significant control (PSC) regime The architecture of the people with significant control (PSC) regime, which first commenced on 6 April 2016, is contained in Part 21A of the Companies Act 2006 (CA 2006). Its purpose is to tackle worries about the lack of transparency in corporate ownership, where historically the register captured only the legal holder of shares, not always the beneficial owner. By requiring a PSC register, more precise and up‑to‑date details are available about who ultimately owns and directs companies and other bodies, and this information is made public via the central register at Companies House and remains accessible to the public. It assists prospective investors in their decision‑making. It likewise aids law enforcement bodies with money laundering enquiries. LLPs formed under the Limited Liability Partnerships Act 2000 must keep a record of persons with significant control over the LLP under the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016, SI 2016/340 (the LLP Regulations), as amended by the Information about People...

ARCHIVED: This archived Practice Note is not being maintained. Today, most global businesses work with third parties, tapping into vital capabilities that help them operate across markets. Yet those relationships can also carry significant corruption exposure, potentially resulting in breaches of the Foreign Corrupt Practices Act (FCPA). With the right diligence, tailored contractual terms, targeted training, and robust oversight, organisations can manage FCPA risk while still benefiting from third-party contributions to their operations. The FCPA bars corrupt payments made through intermediaries when a company is ‘knowing’ that some or all of the money will be passed to a foreign government official. It is not necessary to have actual knowledge of a third party’s conduct; wilful blindness can be enough to attribute knowledge. In practice, businesses cannot look the other way or disregard indications of possible bribery by those they engage. Agents, distributors, consultants, contractors, and subcontractors Service-providers, suppliers, and other non-intermediary third parties Effective third-party engagement should include anti-corruption due diligence,...

This Practice Note looks at the principal considerations and steps when establishing a company limited by shares or by guarantee. What is a company? A company is a business vehicle that exists as a separate legal entity, distinct from its members. It is owned by its members and run by its directors. It is governed by the Companies Act 2006 (CA 2006). Companies are widely used; more than 5 million are on the UK public register maintained by Companies House. Under the CA 2006, the following company types are available: Public or private companies limited by shares — see Practice Notes: Private companies limited by shares and Public companies limited by shares Private companies limited by guarantee (primarily used by charities and other not-for-profit organisations — see Practice Note: Companies limited by guarantee) Unlimited companies (comparatively uncommon — see Practice Note: Unlimited companies) For details on other business vehicles, see Practice Note: Forms of business vehicle — fundamentals....

[ Insert date ] Dear [ insert name of addressee ] Register of People with Significant Control—Notice to an individual under section 790E of the Companies Act 2006 (the Act ) Interests in [ Company ] [ type ] We have reasonable grounds to consider that a relevant change has taken place in the particulars relating to you recorded on the PSC register of [ Company ]...

Company number: [ insert number ] [ insert company name ] limited (the Company) PURCHASE OF OWN SHARES OUT OF CAPITAL The Company gives notice under section 719 CA 2006 that: On [ insert date ], the Company passed a special resolution approving a payment out of capital under section 716 CA 2006 to purchase [ insert number ] [ insert class ] shares of [ insert nominal value ] each in its capital; The permissible capital payment (section 710 CA 2006) for the purchase is £[ insert amount ]; The directors’ statement and the auditor’s report required by section 714 CA 2006, regarding the proposed payment out of capital, are available for inspection at [ [ insert address of the Company’s registered office ] OR [ insert details of the Company’s alternative inspection location complying with CA 2006, ss 720, 1136 and the Companies (Company Records) Regulations 2008, SI 2008/3006, reg 3 ] ]; Any Company creditor may, within five weeks...

Employee name: Employment commencement date and present length of service [ Insert date ] [ Insert length of service ] Job role: Division/Department Assessed by: Assessment date: Role: Approved by: Date: Role: Guidance: When using the criteria (other than disciplinary history), reasonable adjustments might be required for workers with a disability (as set out in the Equality Act 2010, s 6) where not doing so would put them at a significant disadvantage compared with non-disabled colleagues. This exception does not extend to disciplinary records. Service refers to continuous employment with the company and any linked company. Service includes transferred service within associated companies. If the worker has under 12 months’ service, convert the absence record to an annualised figure. Annualisation ensures a balanced and like-for-like assessment. Disregard the following absences: These must be excluded from absence calculations. absences linked to a disability (as defined by Equality Act 2010, s 6); maternity...