Newsletter 2010 Issue 04

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Statutory instruments

There have been no new statutory instruments in the company law, partnership or LLP areas since the last newsletter.

LLPs electronic registration and filing

As from 19th August it will be possible to register limited liability partnerships electronically at Companies House and LLPs will be able to file documents electronically in much the same way as other registered companies. See the Companies House website for further details. Our page on LLPs has been updated.

Electronic registration of name changes

As from 19th August it will be possible to register company name changes electronically. Note that the special resolution or other authorised procedure for the company to decide to change its name must still be followed. The electronic registration at Companies House is only registration of the decision. Our page on changing a company's name has been updated.

Statements of capital

Under the provisions of the Companies Act 2006, a statement of capital must be registered when a new company is formed, on the happening of various events (e.g. allotment of shares, buy-back, etc) which affect a company's share capital and as part of the annual return. Our page on statements of capital gives further details.

The purpose of the statement of capital is to provide full details of the company's issued share capital as at the date of the statement. The required information is:

  • the total number of shares of the company,
  • the aggregate nominal value of those shares, for each class of shares,
  • 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) and
  • the prescribed particulars of the rights attached to each class of shares.

The prescribed particulars are:

  • particulars of any voting rights attached to the shares, including rights that arise only in certain circumstances;
  • particulars of any rights attached to the shares, as respects dividends, to participate in a distribution;
  • particulars of any rights attached to the shares, as respects capital, to participate in a distribution (including on winding up); and
  • whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder.

Companies House has received many complaints about these requirements and the contents of the statement of capital are under review. In the meantime, Companies House has issued some guidance on this area,

Companies House annual report and accounts

The report for the year ending 31 March 2010 is available on the Companies House website as .pdf. It is a very large .pdf file because of the large number of glossy pages of graphics. The most interesting information is to be found in the key statistics which show that in 2009/10 there were 362,000 company formations (an increase of nearly 10% on the previous year), 509,000 dissolutions and 2.3 million companies on the register.