1st October 2009

Northern Ireland

When the Companies Act 2006 is fully commenced in October 2009 it will provide for a single company law regime applying to the whole of the United Kingdom. Companies will be UK companies rather than GB or Northern Ireland companies and the same legislation will apply to all. As a consequence, Companies Registry NI will integrate fully with Companies House, Cardiff on 1 October 2009.

When will the Northern Ireland Registry be integrated with Companies House?

1st October 2009

Will the office remain in Belfast?

Yes

How many limited companies are there in Northern Ireland?

Approximately 38,000

Will Northern Ireland companies still retain the prefix NI in their company numbers?

Yes.

Will NI forms be the same as those in the UK?

Yes

Will Northern Ireland company information be able to be filed online?

Yes, Northern Ireland companies will have access to the electronic filing service ‘WebFiling’ from 1st October 2009.

When the Northern Ireland registry is integrated with Companies House what will be the effect on the registration of branches?

Under the 2006 Act, overseas companies will be companies registered outside the UK, and if a NI company wants to open a branch in England, Wales or Scotland they do not have to register with the Registrar for that jurisdiction and vice versa. Existing companies will no longer be required to register.

When will Northern Ireland company information be available to search from Companies House?

1st October 2009.

Will the Northern Ireland company information include access to historical documents or just those filed after 1st October 2009?

Historical Northern Ireland data and documents from 2000, will be available immediately, however older documents will have a slightly longer delivery time as they will be scanned prior to delivery.

Forms

There are in the region of 200 forms required by the Act, some are revised versions of existing forms and some are completely new. There will be changes to all Companies House forms if only to remove the number, which at present refers to the relevant section on the 1985 Companies Act. It is likely that the new forms will have a descriptor relating to their functionality; however they will still contain a reference to the section of the 2006 Act.

When will the form changes come into force?

Change to company forms will be introduced on 1st September 2009

Are specimen forms available yet?

Specimen forms are not yet available, however as soon as the draft versions are complete they will be made available on this website.

Will the new form types have the appropriate clause within the form?

The section number will appear on the form but not in the heading as currently.

Incorporation

The new system of incorporation will be preceded by a ‘clearing period’ to process any application made under the Companies Act 1985 that is been received before 1st October 2009. Companies will use a new form replacing forms 10 and 12.

The memorandum will be a simple statement from the people forming the company that they wish to be incorporated. It cannot be amended and some of its provisions will be moved across to the articles of association including the company’s liability and objects. The latter will be unrestricted unless the company wishes to restrict them in its articles.

Tables A to F will be replaced by 3 model articles for limited companies that will apply by default.

Change of Constitution

Articles of association may contain provisions for entrenchment establishing restrictions on the conditions to amend certain provisions of the articles. These can be introduced on and after formation by the company or by order of a court or other authority.

Companies will also be required to file a notice to notify the Register of:

• the presence and removal of such provisions of entrenchment,
• when the company amends its articles and these contain provisions for entrenchment, and
• when the company’s constitution is amended by court order or by enactment.

Change of Company Names

Companies can change its name by 4 methods by:

• resolution,
• conditional resolution,
• resolution from directors,
• means provided in the company’s articles.

Companies must notify the Registrar by completing a notice available for each method. This notice must be accompanied by the fee.  

Change of name is a part file process. The change of name is only effective when the Registrar has processed all the documentation required. Names cannot be reserved so we strongly recommend you send the documents together.

From October 2008 a name can also be changed by the Company Names Tribunal as a result of a successful complaint for opportunistic registration. This process is not administered by Companies House. Any query or documentation should be addressed to the Patent Office. More information is available at www.ipo.gov.uk

Treatment of Company Name

The rules on ‘same as’ will be stricter. For example, we will disregard a number of matters if they appear at the end of the name and they are preceded by a full stop including “GB”, “services”, and “com”.

You may register a name that is the same as another in the registrar’s index if the company belongs or is to belong to the same group as the company already on the register and a written consent from the latter is sent to us. 

You can find more details on the Company and Business Names (Miscellaneous Provisions) Regulations 2008 at www.berr.gov.uk

Directors Service Addresses

From 1st October 2009 every director must provide Companies House with both their usual residential address, and for each directorship 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 can not 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.

Will directors still have to provide their residential address to Companies House?

Yes. Every director must provide both their usual residential address and, for each directorship, a service address. The service address will be on the public record; the residential address will be protected information. A director may choose to use his residential address as his service address; in which case the fact that the two addresses are the same will not be apparent form the public record.

Will a payment be required for directors who wish to file a service address?

No. When service addresses are introduced they will be free.

Who will be able to obtain a directors’ residential address from Companies House and why?

The following will be able to directors residential addresses:

• Specified Public Authorities for carrying out their public functions.
• Credit reference agencies for vetting applications for credit and associated work and to meet the obligations in the Money Laundering Regulations. Vulnerable directors will be able to apply to the Registrar for their addresses not to be provided to credit reference agencies.

Which directors’ addresses will not be provided to credit reference agencies?

Credit Reference agencies will not be able to obtain the usual residential address of any director who is the beneficiary of a valid Confidentiality Order on 30 September 2009 or who has made a successful application to the Registrar on the grounds that he is:

• at serious risk of violence or intimidation as a result of the activities of a company of which he is a director;
• or has been, employed by the police or security services;
• providing, or has provided, goods or services to the police or security services.

Does the legislation relating to service addresses allow a ban of up to 5 years if the address was found to be ineffective?

Yes, if the service address is ineffective the Registrar does have the power to ban the use of this address and to place the usual residential address on the public register.

If a company is in default, will any letter addressed to the directors go to the Service Address or residential address?

Letters will be sent to the Service Address initially.
 
Will Companies House still register ‘Confidentiality Orders’ for directors under severe threat, as well as the service address option?

Confidentiality Orders will cease on implementation of the Act on 1st October 2009.  Any Confidentiality Order application received on or before 30 September 2009 will be dealt with but any applications received after that date will be rejected for the new form.

As residential addresses are no longer required for the public record, will confidentiality orders need to be renewed?

Only directors whose confidentiality order expires before 1st October will need to renew their order.  Those who have an unexpired confidentiality order on the 1 October 2009 will be treated as if they had made a successful application under 243.

From 1st October 2009 if a director is at risk of harm they will be able to apply under Section 243(5) for their usual residential address not to be disclosed to Credit Reference Agencies.

Administrative Restoration

Administrative Restoration is a new provision under the Companies Act 2006, which will be used to supplement the existing Court power to restore companies. The Court power will still exist for those cases where the Registrar cannot act.

Administrative Restoration can only be used where:

• the company was carrying on business / or in operation at the time of dissolution
• the company has been struck off under section 1000 or 1001 (power of registrar to strike off defunct company)
• the application is made within a period of 6 years after the date of dissolution
• the application is made by a former director or former secretary of the company
• the Crown has signified consent (bona vacantia issue)
• the company has delivered all the necessary documents to bring the company up to date, i.e. all outstanding documents at the time of dissolution and any that have fallen due during the period of dissolution.

Single Alternative Inspection Location (SAIL)

The Companies Act 2006 introduces changes to the arrangements for inspecting a company’s registers. Depending on the nature and situation of the company it may be obliged to keep up to 13 possible registers. These registers must either be held at the Registered Office Address (ROA), or at a Single Alternative Inspection Location (SAIL).

Companies must notify Companies House when they initially set up a SAIL address or if the SAIL address is moved. Once the SAIL address is set up the company can move some or all registers to the SAIL address by notifying Companies House.

Voluntary Dissolution

From 1/10/2009 voluntary dissolution will be extended to public limited companies, they will be eligible to apply under Section 1003 of the Companies Act 2006.

Statement of Capital

The statement of capital is a “snapshot” of a limited company’s issued share capital at a given time.

Companies incorporating as limited by shares (whether private or public) on or after 1st October 2009 must complete a statement of capital and initial shareholdings as part of the application to incorporate.

All companies limited by shares must complete a statement of capital as part of any annual return filing made up on or after 1st October 2009.

A statement of capital must also be completed with certain forms associated with notification of capital changes, namely:

• Allotment of shares
• Notice of consolidation, sub-division of shares or re-conversion of stock into shares or redemption of redeemable shares
• Redenomination of shares
• Reduction of capital as a result of redenomination
• Cancellation of re-purchased shares or, (for plcs), immediate cancellation of shares re-purchased into treasury
• Subsequent cancellation of shares held in treasury by a plc
• Cancellation of shares held by or for a plc in accordance with s662 of the CA 2006

In all the circumstances listed above, the statement of capital will be an integral part of the appropriate form

There will be certain circumstances where a company needs to file a ‘standalone’ statement of capital – accompanying a reduction of capital (either via the ‘solvency statement’ route or as confirmed by a court) and (in some circumstances) when re-registering from an unlimited to a limited company. A statement of capital form will be available for these purposes.

What is the content of the statement of capital?

The statement of capital must show with regards to the issued capital:

• the total number of shares of the company,
• the aggregate nominal value of those shares,
• for each class of shares -
  (i) prescribed particulars of the rights attached to the shares (these will be determined in regulations and indicated on the appropriate forms),
  (ii) the total number of shares of that class, and
  (iii) the aggregate nominal value of shares of that class, and
  (d) the amount paid up and the amount (if any) unpaid on each share (whether on account of the nominal value of the share or by way of premium).
  

Do I have to complete a statement of capital each time I submit one of the relevant forms?

Yes.

What if the form details several transactions (e.g. an allotment of shares over a period of time)?

The statement of capital should reflect the issued capital following the ‘latest’ transaction.