Click here to go back to the website

Posts Tagged ‘Limited Companies’

Time is Running Out - Avoid Company Default

Friday, August 6th, 2010

Companies Act 2006 ss 155 to 159

Since October 2008 it has not been possible to set up a Company in England and Wales unless at least one of the Directors is a living human - a “Natural Person” - and not itself another Company.

Because this was not previously the rule, there has been a run-off period of grace allowed of two years.

This indulgence will expire on 30th September. On or after 1st October 2010, any Company in which all of the Directors are corporate entities will be in default and subject to being fined. Please note that even if the Company Secretary is a natural person, this will not comply with the Law if none of the Directors are natural persons.

If your Company is in this position – Time is running out

Tags:
Posted in Limited Companies - Deed Execution, Notarisation within England and Wales | No Comments »

Must I Disclose My Personal Address On Company Documents?

Tuesday, August 18th, 2009

REGISTERED ADDRESSES OF COMPANY DIRECTORS
– CHANGES FROM 1ST OCTOBER 2009 –
THE NEW CONCEPT OF “SERVICE” ADDRESSES

At present all Company Directors and Company Secretaries in England and Wales are required to disclose their home addresses to the general public.

They must disclose them to the Registrar of Companies House and they do so in the knowledge that that information will be made available to anyone who pays a small fee to the Registry to discover it. The only exceptions are for those who have applied for and obtained a “Confidentiality Order”. Various reasons have to be proven before such an order can be obtained. One such might be that the Company’s activity renders its officers liable to personal attack by criminals. For example a drug company testing the effect of new medicines on animals might expect to suffer terrorist attacks and an Order could at least enable Officers to keep their home addresses secret.
The law and practice will soon change.
From 1st October 2009 every Director and Secretary must provide Companies House with both their usual residential address, and for each appointment they hold, a service address. The service address will be on the public record and will be public information but the residential address will be protected information.

A Director can choose any address as the service address including the registered office address of the company. The address must be where documents can be delivered and an acknowledgement or receipt can be provided if required. The address cannot be a PO Box or a DX number.

If the Director chooses to use his residential address as the service address the fact that the two addresses are the same would not be apparent from the public record.
The residential address will only be available to prescribed regulatory authorities such as the police and HMRC, and it may also be made available to Credit Reference Agencies.

What does the introduction of service address mean for Directors?


Directors will be able to file a service address for the public record. This address can be the same as the residential address, or the registered office address, or it can be somewhere different. This will be introduced from 1st October 2009.
What does the introduction of service addresses mean for my Clients?

 

Whilst not all Notaries appear to take the same view, my own opinion is that when I notarise a Company document executed by a Company Officer, I shall be content to refer to the registered Service Address in my Certificate and shall not seek to insist that your Residential Address is used.
This does not of course alter my requirement that every client appearing before me must provide evidence of identity and full residential address; the change is that this information is for my own records only and need not be shown in the Notarised paperwork should you prefer that the Service Address is shown instead.

 
Please note that this blog does not contain the full detail of the changes. They are disclosed in full on the Companies House Website and the link below gives further information as to who can lawfully gain access to the residential address details and for what reason.
http://www.companieshouse.gov.uk/companiesAct/implementations/oct2009.shtml#directorsserviceaddresses

Tags:
Posted in Limited Companies - Deed Execution, Notary "Witnessing" Signatures | No Comments »

Deeds - Execution by Limited Companies

Tuesday, April 21st, 2009

LIMITED COMPANIES - EXECUTING DEEDS

Directors of Limited Companies are very busy people. They have to make the decisions and they often need to delegate tasks to be carried out by others because there are not enough hours in the day to do everything themselves.
A typical case is a decision to buy or sell or contract in respect of foreign goods or property. More often than not, the Company will need to give Power of Attorney to its agents aboard in order for them to be able to complete the deal.
Often I will be introduced to a manager or executive of the client Company who has been asked to “sign the Power of Attorney” because the Directors themselves are otherwise engaged. The larger the company, the more often this is the case.
This causes a problem because in England and Wales, a Company can only effect a Power of Attorney by executing a Deed. A Deed is a legal document whose characteristics are defined by law. For a Company, a Deed can be executed by
1) affixing the Seal in the presence of two Directors or of one Director plus the Company Secretary, or
2) signature of two Directors or of one plus the Company Secretary, or
3) Since 2008, by signature of one Director alone, provided that it is witnessed
Note that option 3, introduced by the Companies Act 2006 section 44, does not enable execution of a Deed by the Company Secretary before a witness, unless the Secretary is also a Director.
Also note that, notwithstanding the provisions of S 44, I cannot certify due execution by a Company by one director alone, or for that matter by two (or one and the company secretary), without checking the provisions of the Memorandum and Articles (as to whether the proposed “transaction” is within the powers of the company and for any particular requirements as to execution) and also having sight of a Resolution by the Board of Directors authorising the particular director(s) to execute the document in question.
The concerns are
firstly as to whether the proposed transaction is within the powers of the Company;
secondly whether S 44 overrides any specific provisions in the Articles restricting who may sign for the Company;
thirdly (and even if S 44 does override) to avoid the possibility of the notary facilitating a fraud by one director (or two or one and the company secretary) on the Company.

I would add, fourthly, to avoid any third party, relying upon the notary’s certificate, being exposed to any possibility of being caught up in litigation by a Company seeking to undo a fraudulent adventure by one or more of its directors.

It is generally preferable to have third party witness rather than the notary acting as witness as well as the certifying authority. If there is to be a third party witness then unless that witness is known to me I require that the witness produce identification and would record details (and retain copies) as for the appearer.

Tags:
Posted in Limited Companies - Deed Execution | No Comments »