Company Secretarial

Having the right expertise on your side when setting up your company is vital. At Shaw Gibbs, we offer a service that not only gets the company up and running, but advises you of all your compliance requirements and remuneration strategies. We look at your long term goals and make sure that you have the plans, documents and structure in place to achieve them.

Our service will include advising on the best structure, registering with Companies House, appointing officers and issuing shares and share certificates. We will also write up statutory records and minutes of your first directors’ meeting. With strong tax expertise, we will advise on and register you for VAT, register the company for corporation tax, provide tax advice on ‘benefits in kind’ and advise on tax efficient income extraction.

You may decide to allot additional shares to attract new investment, incentivise staff or for personal/family reasons. To support you with this, we would:

• Advise you on the tax implications of such matters and ways to mitigate this
• Ensure compliance with Articles
• Produce board minutes authorising the allotment
• Complete and file form SH01 with Companies House
• Produce a notification of allotment of shares letter to each new shareholder (if required)
• Update the statutory records (if applicable)
• Notify Companies House of changes to the PSC register (if applicable)

We can advise you on share structures and the tax advice relating to shares transfers.

In addition to this we are able to:

• Prepare the stock transfer forms
• Prepare the directors’ resolution to approve the share transfer
• Advise whether any stamp duty is due on the transfer
• Submit stock transfer forms to HM Revenue & Customs where applicable
• Prepare an indemnity for a lost share certificate (if necessary)
• Issue updated share certificates
• Notify Companies House of changes to the PSC register (if applicable)

There may be commercial or taxation benefits that accrue from amending the share structure of a company. We are able to advise on this and also prepare:

• New articles of association
• Minutes of directors’ meetings
• Notice of resolutions
• Shareholders’ consent to resolutions
• Completing and filing official forms for registration at Companies House

You may decide to re-brand your business and we are able to assist you in changing the company name to support this. This would include:

• Passing a special resolution
• Completing and filing the necessary forms for registration at Companies House

A shareholders’ agreement is strongly recommended for privately held companies where there is more than one shareholder.

In addition to the articles of association, this legal document sets out procedures on how the company is run and what is to happen in unpredictable situations.

This proactive approach can cover such matters as:

• Shareholder’s rights and obligations
• Dispute resolution
• Protection of minority shareholders
• Controls surrounding future shareholders

A confirmation statement (which replaced the annual return from 30 June 2016) is a form which must be filed at Companies House at least every 12 months. It ensures all information held by Companies House on the public record is correct at the date of submission. For companies not subscribed to our company secretarial service we can offer this for an additional fee.

The People with Significant Control (PSC) Register is required on the public record in order to show who controls the company. From 26 June 2017, any time a share transfer, share allotment or other changes to a PSC’s details takes place these changes must be filed at Companies House within 14 days. We can help identify your PSC for you and ensure the details held at Companies are kept up to date.

A company is legally required to have Articles of Association and the requirements were updated as part of Companies Act 2006. These set out how the company is run, governed and owned.

If an update to your Articles of Association is required, we can:

• Amend the wording of one or more clauses in the existing articles
• Add in new or remove clauses from the existing articles; or
• Adopt an entirely new set of articles

We can help you consider your most tax efficient way of extracting income and advise you on the steps required to take a dividend. Our service includes;

• Preparing minutes for the dividend payment
• Preparing the dividend vouchers
• Preparing minutes to convene a meeting (if required)
• Preparing the notice of an AGM (if required - Please note this is no longer mandatory for small companies under Companies Act 2006)
• Preparing a consent to short notice (if required)

In addition we are able to produce minutes for other ad-hoc services, for example, change of accounting reference date or approval of large expenditure.

The Shaw Gibbs service provides everything required to be legally compliant, including;

• Resignation letter
• Letter to director confirming cessation of office
• Minutes of directors’ meetings
• Notice of shareholders resolutions
• Completion and filing of forms with Companies House