first time directors

Andrew PinnellEvents Team

Agenda

• Welcome

• Companies House – Who are we?

• The Limited Company and the Companies Act 2006•15 minute comfort break

• How to file your information online

• Our information services

• Intellectual Property – what is this?

• Key conclusions

Who we are

What we do

How we do it

Why we do it

‘the heart of company information in the UK, recording the life events of companies for ALL to see’

• A world class information exchange;

• Accessible, easy to use;

• Creating excellent customer experiences;

• Providing trusted information.

Strategic Review

• Key aim is to provide free data

• All transactions to be filed electronically in the future

• Work on improving the quality of the register

• Working with other Government departments such as HMRC

• A single route in dealing with the Government

All Company Types

• Private Limited Companies

• Public Limited Companies (PLC’s)

• Dormant Companies

• Limited Liability Partnerships

• Community Interest Companies

• Limited Partnerships

• Micro-Entities

Starting a New Company

Incorporation

Web Incorporation Service

• Simple company structures only

• £15 fee

• 141,239 in 2013/2014

• 29.5% of all incorporations

Incorporation

• Via Formation Agents (using software packages)• 328,268 in 2013/2014

• 68.58% of all incorporations

• £13 fee for agents

• Competitive prices – shop around there is a list of software suppliers/agents on our website

Making Changes

Company Name

• Online option for change of name by resolution (£8 fee)

• 4 ways to change the company name (£10 fee by paper)

Memorandum of Association

• Pre-2006 Act – by resolution

• Post -2006 Act – no changes allowed

Articles of Association

• Changes/ adoption by resolution

You must file resolution and fully revised articles at Companies House within 15 days.

Trading Disclosures

Company name to be displayed at:

• All places of business• Registered Office Address

But does not apply to:

• Dormant Companies • Primarily residential addresses

Trading Disclosures

All items of Business Stationery & Communications including emails and Company Website must show:

• Company name

• Place of registration

• Registered number

• Registered office address

• Director information

• If being wound up, that fact

Single Alternative Inspection Location

Or known as “SAIL” applies if:-

• Your company records & registers are not kept for inspection at the registered office address

• Only one SAIL address allowed

• Address notified on AD02

• Records & Registers at the address listed on AD03

• Also notified on annual return

• All forms involved can be filed online

Director & Secretary Responsibilities

Secretary Duties

Every Public Limited Company needs one

Private companies – it is optional

Usual duties include:

• Notifying changes

• Maintaining statutory registers

• Notifying members and auditor of meetings

• Providing copies of resolutions and agreements

• Supplying copies of company accounts

Director’s Responsibilities

• Accounts and Annual Returns are delivered

• Directors’ and secretaries’ details are kept up to date

• No under 16’s appointed (except for LLP’s)

• No upper age limit

• At least 1 “natural person” appointed (except for LLP’s)

• Registered office and SAIL address is correct and operational

Directors Service Addresses

• Based on privacy

• Any address (not P.O.) for the public register

• Usual residential address for protected register

• Change notice can be submitted - CH01

• Historic addresses can be “expunged” for at risk officers

Annual Return

• Over 98% are now filed online

• Not the financial return

• All companies have to file one each year

• Based on your Legal Return Date

• Snapshot of the Company details at this date

• Must be filed within 28 days of this date

• £13 filing fee online (£40 for paper filing)

Accounts

Accounts

• Some Account types can be filed online

• Companies have to file accounts each year

• Whether trading or not

• Strict filing times laid down by Parliament

• Based on your accounting reference date

• Automatic penalties for being late

• Must be in legible format – black ink please

• No filing fee

Accounts – Basic Elements

• Signatures (if filed on paper)

• Made up date

• Reports

• What kind of accounts are they?

• Exemption statements under Companies Act 2006

• Business Review in Directors’ Report (if applicable)

• 6.8% (181,000) rejected each year because the above is incorrect or missing from paper accounts

• 2.1% of online accounts are rejected

• All companies must file accounts annually with Companies House, even if they are Dormant

• You can now file Dormant accounts online using our template

Dormant Accounts

Accounting Reference Date

• Can be filed online

• Based on your incorporation date

• Usually the last day of your incorporation month

• Can be changed using form AA01

However……

• Period can be shortened without restrictions

• But can only be extended once in 5 years - unless bringing in line with holding or subsidiary company

Accounts Filing Periods

Private Co - 9 months from the accounting reference date

Public Co - 6 months from the accounting reference date

New Companies 1st Accounting Period

Private Company - 21 months from date of incorporation

Public Company - 18 months from date of incorporation

Late Filing Penalties

• Civil Penalty against the company

• Introduced 1 July 1992 and amended 1 February 2009

• Accounts only

• Accounts must be received by Registrar by due date

• Penalties are doubled for filing late 2 years running

• Appeals procedure

• Registrar has very limited discretion not to collect a penalty

Late Filing Penalties

Don’t Forget…

Penalties are doubled for filing late 2 years running.

Length of Period

Private Company

Public Company

Not more than 1 month

£150

£750

More than 1 month but not more than 3 months

£375 £1,500

More than 3 months but not more than 6 months

£750

£3,000

More than 6 months £1,500

£7,500

Surprising Statistic

Don’t Hide Behind Your Advisors

Compliance

Prosecution

Dissolution and Voluntary Strike-off

• Straightforward procedure

• Company not traded or changed name in last 3 months

• Form DS01must be completed

• Majority of directors must authorise application

• £10 fee to pay

• Can take 6 months and is subject to third party objections

• DS02/LLDS02 withdrawal of application to strike off

• Reversible process via Restoration process

Companies House

15 minute comfort break

Companies HouseDaniel Johnson

Product Manager

WebFiling

WebFiling - Register

Keep Your Code Safe

• Make sure your code isn’t easily guessable

• Mix letters with numbers in your code

• Only share your code with trusted company personnel

• Change your code if company personnel changes

• Change your code if you think the code has been discovered

• Tell your agent before you change your code

• Use a different code for each company

• Don’t leave your code lying around

WebFiling and PROOF Scheme

• Protected Online Filing - PROOF

• Stops the filing of certain paper forms i.e. :- Company Officers Appointments / Terminations / Changes

Change of the registered officeAnnual Return

NOTE: Accounts are not included in the scheme

• Paper forms are rejected and sent to the registered office address

• 50-100 Corporate Identity Fraud cases per month

Join eReminders for:

• A timely email reminder of when your accounts and annual returns are due at Companies House.

• The option of a maximum of 4 email addresses per company.

• An alternative to paper reminder letters sent to your registered office address

WebFiling and eReminders

Annual Return

Web-Filing Accounts

Already E-enabled

• Audit exemption abbreviated accounts, limited by shares

• Audit exemption abbreviated accounts, limited by guarantee

• Dormant company accounts• Audit exemption full accounts

(PDF template)• Micro-Entity accounts• Full accounts with HMRC &

CH (with abbreviated option)

Not yet E-enabled

• LLP accounts• PLC accounts• Community Interest Company

accounts• Audited accounts• Amending accounts

iXBRL Accounts Software Filing – HOW?

Accounts – Joint Filing with HMRC

• HMRC – Companies House statement joined up approach to using iXBRL and a joint template.

• What is iXBRL?• Download PDF Template via Companies House WebFiling

and HMRC• Submit using Accounts software packages• Prepare once – file twice

Government Gateway Credentials

HMRC TemplateDownload

CH WebFiling

Small Full or Abbreviated Accounts - Input

Once OnlySelect Box to Send to

Appropriate Organisation

HMRCAccounts Filed and

Corporation Tax Filed

Companies HouseAccounts Filed

Joint Filing

Joint Filing Benefits• Meet two legislative obligations in one go• Both organisations using iXBRL• Full accounts can be filed (extract abbreviated versions)• Built in intelligence and calculations• Templates can be worked offline• Latest FRSSE statements• Email confirmation

WebCHeck

WebCHeck Search - Name Availability

WebCHeck Search - Name Availability

WebCHeck Search

WebCHeck Search Results

WebCHeck Orders

Confirm Order

Confirm Payment

Companies House Direct

Company Search

Document Ordering

Document Ordering

Document Download

Officer Enquiries

Officer Enquiries Results

Officer Details

Monitor

• FREE Service available via CHD and WebCHeck• Part of the 3-point-plan to prevent corporate identity fraud• Email alert service for documents filed by ANY company

Monitor Sign-Up

Mobile App

Mobile App• Launched in September 2012 – over 90,000 downloads• Access to company details for over 3 million companies• Available to download from the Apple App Store and Google

Play• Free to download and provides only free information – no

hidden costs• Allows you to check company information ‘on the go’• Stats and our latest Tweets can also be viewed on the App• Feedback welcome

Mobile App – Company Information

Mobile App – Company Information

Mobile App – Favourites

Other Products

• Uniform Resource Identifiers (URI)• Free Company Data Product• Free Accounts Data Product• XML Gateway• DVD Rom• Bespoke Products

Online User Panel• Help us understand how you use our online services• Your Feedback and Your experiences• Details on our website

Intellectual Property

Gary TownleyBusiness Outreach & Education

@The_IPO

Intellectual Property Office

Executive Agency within Department of Business, Innovation and Skills (BIS)

950+ staff based in Newport in South Wales, 20 based in Victoria, London

Our task is to help stimulate innovation and raise the international competitiveness of British industry through

Intellectual Property Rights (IPR)

Business investment has changed- in UK as elsewhere

IP

Fixed Capital

£ billion

Source EU COINVEST and Haskel et al

Intellectual Property Office

Premier foods has sold its 200 year old Branston brand to Japanese company Mizkan for £93 Million

The sale includes its factory in Bury St Edmunds, Suffolk

IP Baseline Survey

96% of UK businesses do not know the value of their Intellectual Property Rights

Only 11% of UK businesses know that disclosure of an invention before filing will invalidate a patent.

74% of UK businesses could not correctly identify the owner of copyright when using a subcontractor

Only 4% of UK businesses have an Intellectual Property policy

What can be registered?

Smell

Colour theme Shape theme

Domain name Slogan

Name Logo

Non-traditional Music

What is a Registered Trade Mark?

Any sign which is capable of being represented graphically

Any sign which is capable of distinguishing the goods or services

of one undertaking from another

“A Badge of Origin”

Unexpected marks

• Office of Government Commerce

• £14000 to create new logo

“not inappropriate for an organisation that’s looking to have a firm grip on government spend”

OGC Spokesperson

True or False

You cannot register a dictionary word

Changing the spelling makes it different

You do not have to use a registered trade mark

I have registered at Companies House so I own the trade mark

unregistered Trade Marks

A lot of evidence must be presented,including proof of established reputation,confusion for consumers, and harm done

If an unregistered TM is infringed, attack with a ‘Passing Off’ action

Top slogans of the century

1. Beanz Meanz Heinz2. Just Do It3. Does Exactly What It Says On The Tin4. Every Little Helps 5. Have a Break. Have a Kit Kat6. Vorsprung Durch Technik 7. It's Finger Lickin' Good8. It's The Real Thing

Source adage.com

Colours as Trade Marks

- as applied to the outside of petrol filling stations

- in relation to roadside recovery services

- in relation to milk chocolate

- in relation to cat food

- in relation to baked beans

- in relation to mobile communications

Shapes as Registered Trade Marks

Domain names

Trade Mark registration is not company name or domain name registration

A domain name may beregistered as a Trade Mark

Incorporating another’s RTM into your domain name or meta-tag may be an infringement

Why infringement searches?

Avoid expensive mistakes

Awareness of competing marks

Early resolution of potential problems

Be InventiveGoogle – an intentional misspelling of googol (1 followed by 100 ‘0’s)

Blaupunkt – originally called ideal – a blue dot was attached if the headphones came through the quality test.

LEGO – Danish “leg godt” – play well ( coincidentally “I learn” in Latin)

Starbucks - a character in Herman Melville’s novel Moby Dick

J D Wetherspoon – from one of Tim Martin's teachers in New Zealand who said that Martin would never make it as a businessman.

.

Use your nameAmstrad – Sir Alan Michael Sugar trading

B&Q – founders Block & Quayle

DHL – Adrian Dalsey, Larry Hillblom & Robert Lynn

Hasbro - Henry & Helal Hassenfeld – Hassenfield Brothers

Mercedes – the first name of salesman Emil Jellineks daughter

Mitel – Mike & Terry’s Lawnmowers – Michael Cowpland & Terry Matthews

UK Applications

Fees:

Application fees: £170 – Includes one ClassAdditional Classes £50 each (up to 45 Classes)

Timeline:

Examination within 2 months of filingRegistration (unopposed) in 5 months

Trade Mark Registration Overseas

Paris Convention - six months priority

OHIM – Community Trade Marke-filing fee €900

WIPO - Madrid Protocol

What Copyright protects

Books, technical reports, manuals, databases

Engineering, technical or architectural plans

Paintings, sculptures, photographs

Music, songs, plays, dramatic works

Promotional literature, advertisingFilms, videos, cable or radio broadcasts

Computer software & websites

True or False

If it doesn’t have a copyright notice, it’s not protected

I can copy 10% without it being an infringement

If I acknowledge the original work, I can use it

I have bought the book/painting/photograph so I can use it as I wish

How long does Copyright last?

Literary, musical, artistic & dramatic works:author’s lifetime plus 70 years

Sound recordings, TV & radio broadcasts &cable programmes: 70 years from first broadcast

Publishers’ right (typographical layout etc.):25 years

Films: 70 years after the death of the last of:director, composer of the score, the author of

the screenplay and the scriptwriter

Who owns Copyright?

Usually the first creator or author...

…or their employer if produced in theordinary course of their employment

However, a contractor will retain ownershipunless their contract is explicit to the contrary

Even if the creator sells their rights, they have‘moral rights’ over how their work is used

Top Dead Earners 2013

2. Elvis Presley - $55m3. Charles Shultz - $37m4. Elizabeth Taylor - $25m5. Bob Marley - $18m6. Marilyn Monroe - $15m7. John Lennon - $12m8. Albert Einstein - $10m9. Bettie Page - $10m10. Theodor Geisel - $9m

Source Forbes.com

1. Michael Jackson - $160m

www.ipo.gov.uk - 0300 300 2000

IP Healthcheck

Free online diagnosis

Patents, Trade marks, Designs & Copyright

Licensing, exploiting & Franchising your IP

Confidential Information

8 On line IP Healthchecks

Thank You

Gary Townley

gary.townley@ipo.gov.uk

@The_IPO

Key Conclusions

• Think “e” – and enjoy the benefits now

• Filing online saves you time

• Meeting filing deadlines saves you penalties

• Up-to-date records create confidence in your company

• Our Information online can help you

• Companies House is here to help you

Web: www.companieshouse.gov.uk

Future Developments

• New Companies House Service • Electronic search service for Limited Partnerships (LPs)

Thank you for listening!Any Feedback?

apinnell@companieshouse.gov.ukdjohnson@companieshouse.gov.uk

Contact us

Telephone: 0303 1234 500email: enquiries@companieshouse.gov.ukRSS feeds: www.companieshouse.gov.ukFollow us: Facebook: facebook.com/CompaniesHouse

Twitter: @CompaniesHouseLinkedInCompanies House You Tube Channel

Question Time