Administration after incorporation

First published in Practice Management in April 2021

Kirsty Odell, Associate and Georgina Hall, Paralegal at specialist healthcare law firm Hempsons explain what you need to do once you have incorporated a company.

Many are considering incorporating their GP practices and Primary Care Networks. The law requires you to ensure the administration of the company is properly recorded, which should be considered. Below are some key requirements.

Registered office address

A company must have a physical address in the UK and the name of the company must be on display. The company address will be publicly available online at Companies House.

Annual filings

The following must be submitted to Companies House by all companies, including dormant ones:

• Confirmation statement – records any changes to shareholders that have been made since the last statement (which must be not more than 12 months ago), and to confirm that all other information held by Companies House is current and correct. This may be filed online using the company’s authentication code, or by post. There is a fee of £13 to file online, or £40 to file by post

• Annual accounts – unless exempt, every company must prepare accounts each financial year. Company accounts must be approved by the company directors before they are filed at Companies House. Annual accounts may be filed online or by post.

Event driven filings

There are particular changes that Companies House must be notified of when they occur; for example, the appointment of a new director or the allotment of shares. Most changes can be filed online at Companies House, and be aware that there is usually a deadline to do so.

Resolutions

Some company decisions must be taken by the shareholders (rather than directors) of the company. These will either be taken as ordinary resolutions or special resolutions and may be passed by a written resolution or at a shareholders’ meeting. Special resolutions must be filed at Companies House. This will include, for example, resolving to change the name of the company or to change its articles or share capital.

Statutory books

All companies must keep and maintain a set of statutory books, either electronically or in hard copy form. Companies are legally required to notify Companies House where the statutory books are kept, which is either the registered office or a single alternative inspection location where they can be inspected. They must be kept up to date with any changes that take place. As a minimum, the statutory books must include the following registers:

• Shareholders

• Allotments and transfers of shares

• Directors

• Directors’ residential addresses

• Company secretaries

• Persons with significant control

• Copies of shareholder resolutions passed and minutes of meetings.

These are some of the statutory obligations. You may formally appoint a company secretary whose responsibility it is to ensure that they are complied with. There are fines and penalties for failing to fulfil the obligations. Some companies do instruct their solicitors or accountants to fulfil that role for them.