How is consent to act evidenced when a document is filed electronically?
Evidence of consent to act is required, for obvious reasons, when a person is appointed director or secretary, or as an authorised representative of an overseas company, and this is shown by means of a signature on the appropriate form. When the filing is done electronically it is necessary to give any three of seven pieces of personal information, and the fact that the person appointed has disclosed the information is taken as evidence that he has consented to act. The seven pieces of personal information are:
Town of birth
National insurance number
Mother's maiden surname
Colour of eyes
Father's first forename
The answer to the last question seems bizarre. Are you serious?
Yes I am serious and yes I agree that it is bizarre. It is so silly that one is tempted to put 'bloodshot' as the colour of the eyes.
Now the case for the defence. Companies House does not know if a consent signature on a paper submission is genuine, so this is really no worse. Only a registered user can file electronically, so if a mistake or fraud is investigated Companies House knows who sent it. Companies House does not know who put a form in an envelope and posted it in, so perhaps there is greater protection. Nevertheless it does seem extraordinary to say that a new director has brown eyes, he was born in Scunthorpe and that his father is called Derek, so this proves that he is willing to act.
Will electronic filing become compulsory?
Perhaps. The Secretary of State has the power to order that any or all documents may only be submitted to Companies House by electronic means. He is unlikely to use the power in the short term because, apart from other considerations, Companies House is not quite ready to receive all documents electronically. However, there is a real possibility that electronic filing may be made compulsory in the medium term.
The take-up of electronic filing is progressing rapidly. For example about 90 per cent of annual returns are now filed electronically.
I hate filling in forms so I plan to send all notifications to Companies House by letter. Is this acceptable?
No, it is not acceptable. If a form exists for the purpose, it must be used. Anything else will be rejected.
Companies House forms include a box for contact details. Is it essential that this information be given?
No it is not, though it helps Companies House and it is probably in your interests too. This is because it makes it easier for Companies House to get queries resolved. A possible negative factor is that the contact details are available to the public along with the information on the form. The contact details given need not relate to the person who signed the form. As a final and not too serious observation, it just may be a surprise to a few people but there is no law requiring a person or business to have a telephone.
How can I get hold of blank Companies House forms?
Companies House provides all forms free of charge, including free of postal charges. There are four methods of obtaining the forms:
Forms may be downloaded from Companies House website companieshouse. gov. uk
Forms can be ordered by telephoning 0303 1234 500, by fax or by letter to Cardiff, Edinburgh or Belfast as appropriate.
Forms can be collected from any of the four Companies House offices.
Company secretarial software
Forms may be obtained from approved company secretarial software.
Exactly how are resolutions registered at Companies House?
There is a form for a company changing its name but with this exception, which is in any case voluntary, forms for resolutions are not available and the resolutions must be filed on plain A4, white paper. Each resolution filed must be certified by a competent person and it is usual for this to be done by the chairman of the meeting that passed the resolution, but it can be done by a director or the company secretary. If the resolution alters the articles, Companies House must be given an up-to-date, revised copy with the resolution. This may be in the form of a complete set of revised articles, but if the alteration is obvious and minor, an altered copy of the original articles may be sent. The alterations should be signed in the appropriate places.
What is the requirement to give details of members with the annual return?
Every company must deliver an annual return to Companies House every year. A company limited by guarantee does not supply details of its members. Traded public companies must only give names and addresses plus other details of shareholders who have held five per cent or more of any class of the shares at any time during the year, but nothing at all for other members. All other companies with a share capital must give names (but not addresses) of all the members, plus other details.
What are the rules about the quality of paper documents to be registered at Companies House?
Companies House will reject a document if it cannot be successfully scanned, but it may well accept it if it can be scanned, despite a minor infringement of the technical requirements. Nevertheless, there must be rules and Companies House is permitted to reject a document if it does not conform to them. The main requirements may be summarized as follows:
Documents must be on paper that is white or otherwise of a background density not greater than 0.3.
Documents must be on paper with a matt finish.
Each page must be on A4 paper.
Each page must have a margin all around not less than 10mm wide. If the document is bound, the bound edge must have a margin of not less than 20mm.
Letters must be clear, legible and of uniform density.
Letters and numbers must not be less than 1.8mm high, with a line width of not less than 0.25mm.
Letters and numbers must be black or otherwise providing reflected line density of not less than 1.0.
Documents must be on plain white paper between 80 gsm and 100 gsm.
Companies House requests that forms and documents be either typed or computer-generated, or be printed in black ink.
Must the existence of a shadow director be reported to Companies House?
Yes it must be reported on form 288a. Of course in practice it almost never happens.
Are machine-generated or facsimile signatures on documents accepted by Companies House?
Yes, Companies House will assume that such 'signatures' have been placed on the documents with the consent and authority of the person concerned. An offence is committed if this is not the case.
How can I be certain that Companies House has received something that I have sent to it by post?
You can send a short letter and a stamped addressed envelope with the document. Companies House will stamp it and return it to you. The problem does not arise if documents are filed electronically.
What is the Companies House Anti-Hijacking Service (PROOF)?
This is designed to help prevent the identity theft of companies. Companies can register for it and then Companies House will reject sensitive documents not submitted online. Hijackers may find it easy to submit false paper forms but should be unable to submit them electronically. PROOF is a key plank in the fight to prevent the hijacking of companies' identities and Companies House is keen to promote it. A Companies House leaflet explains it as follows:
'Once you have received your authentication code to file electronically, you can then sign up to PROOF, our new PROtected Online Filing service, which is designed to reduce identity fraud still further. We will then only accept forms relating to changes of address and directors details from you electronically. We will not accept any of these documents on paper unless you authorise it.'
Access to information
How can I use Companies House to obtain information?
Access to the information may be had in the following ways:
Website - The Companies House website address is: companieshouse.gov.uk. This is likely to be the most convenient method for many applicants.
Personal visit - this may be to Cardiff, London, Edinburgh or Belfast. On-line access is available at all of the offices.
Post, telephone or fax - Information may be ordered for despatch. In all cases the telephone number to ring is 0303 1234 500.
CD Rom - This is published to show information correct as at the last day of each month. It contains all the freely available information for each registered company.
Monitor - Documents may be ordered for delivery later when they have been filed. Delivery may be requested electronically or in paper form.
On-line access - It is possible to have on-line access to the Companies House database. This method is favoured by large scale users.
Charges are made for much of the information but they are reasonable charges. Certain information is free, though there is always a charge for paper copies.
What are the advantages of the monitor service?
Without monitor it may be necessary to check frequently to see if something has been filed, perhaps every day if it is important. Monitor allows you to specify the requirement just once and you know that it will be sent to you as soon as it is available. It may be particularly useful to a person who wishes to see accounts as soon as they have been filed. The monitor service may be used electronically as well as by other methods.
Is on-line access expensive?
This service is called Companies House Direct and it is relatively expensive if you are an infrequent user. This is because there is a fixed monthly charge as well as a charge every time the service is used. However, the usage charge is less than would be paid if the information was obtained by other methods. This means that it is cheaper for frequent users and much cheaper for very frequent users.
I am interested in a company registered in the Channel Islands. Can I get a copy of its accounts from Companies House?
No. There are no inter-registry links with the registries in Jersey, Guernsey or the Isle of Man.