First Time Directors Presentation 2015

2. First Time Directors Seminar
Paul Hughes
Tanya Peake

3. Agenda
 Introduction to Companies House
 Incorporation and Registering for WebFiling
 Making Changes and Responsibilities
 Late Filing Penalties And Voluntary Strike Off
 Benefits of Compliance verses Non Compliance
 25 Minute Break and Networking Time
 PROtected On line Filing
 Companies House Products and Services
 Intellectual Property Office

4. Companies House
Who we are?
Why we do this?

5. All company Types
 Private limited (LTD)
 Limited by Guarantee
 Dormant
 Micro Entities
 Public Limited Company (PLC)
 Limited Liability Partnership (LLP)
 Limited Partnerships (LP)
 Community Interest Companies (CIC)

6. Differences between types
Limited, PLC Dormant LLP
Memorandum & Articles Partnership Agreement
Directors 2 Designated Members
Shareholders Members
Register for Corporation Tax Register for Self Assessment
Limited by Guarantee LP
Members not shareholders 1 General Partner - Liable for debt
CIC 1 Limited Partner - Contribute amount
Approval from CIC regulator
Shareholders or Members
Benefits to the community

11. WebFiling - Register

15. 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

16. Making changes
Memorandum and Articles of Association
 Company’s rule book
 Call a meeting
 Pass a resolution
 File resolution and new Articles within 15 days of being passed.
 Change the company name
 Check availability of the required name via WebCHeck
 Change can be filed via website fee £8, same day fee is £30

17. WebCHeck Search - Name Availability

18. Trading Disclosures
The company name must be displayed at all:
• Places of business
• Registered office
Does not apply to:
• Dormant companies
• Where the registered office address is a residential
address.

19. 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

20. Secretary Duties
Every PLC needs one
Private companies – it’s 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

21. Directors Responsibilities
• Ensure no person under the age of 16 appointed
(except for LLP)
• No upper age limit
• At least 1 person (non corporate) appointed (except
for LLP)
• Directors and secretaries details are kept up to date

22. Directors Responsibilities
• Registered office address must be effective and
correct on Companies House Records at all times.
• Can be a PO Box unless it includes a full address
• Address change
• Address notified of Single Alternative Inspection
Location (SAIL)
• Records & Registers at the address listed
• Also notified on annual return
• All can be filed online

23. Directors Responsibilities - Statutory Filings
Annual Return
• 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)

24. Types of WebFiling Demos

26. Directors responsibilities- Statutory Filings
Accounts
• Companies have to file accounts each year
• Whether trading, non-trading or Dormant
• Most Account types can be filed online
• Based on your Accounting Reference Date (ARD)
• Ensure the (ARD) is shown on the balance sheet
• No filing fee

27. Accounting Reference Date
 A company can change the Accounting reference date
 The Accounting Reference date is based on your
incorporation date
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

28. Accounts filing periods
Strict filing times laid down by Parliament
•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
Automatic penalties for being late

30. WebFiling 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

31. Benefits of filing “e” verses paper
Filing on line Filing on paper
Quicker Timely
Cheaper Costly
Secure Company Hijack
Can be anywhere in the world Timely post and delivery

32. 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

33. Late Filing Penalties
Don’t forget…
Penalties are doubled for filing late 2 years running
Length of Period Public
Company
Private
Company
Not more than 1 month £750 £150
More than 1 month but not more than 3
months
£1,500 £375
More than 3 months but not more than 6
months
£3,000 £750
More than 6 months £7,500 £1,500

34. 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
 Templates can be worked offline
 Prepare once – file twice

35. Joint filing

36. e-Reminders
Register for e-Reminders
• A timely email reminder of when your accounts and
annual returns are due at Companies House.
• Can register a maximum of 4 email addresses per
company.
• An alternative to paper reminder letters sent to your
registered office address

37. Voluntary Strike-off
 Straight forward procedure
 Company not traded or changed name in last 3 months
 Form DS01 must be completed on paper
 Majority of directors must authorise application
 £10 fee to pay
 Can take 6 months and is subject to third party
objections
 Form DS02 to stop the Strike Off
 Reversible process via restoration process

38. Questions and answers
25 minute break and networking time

39. PROtected Online Filing
 Prevent a company hijack
 Change the registered office address.
 Appoint an officer
 To obtain credit and goods
Once registered for the PROOF scheme these paper
documents will be rejected.
 AD01- Change of registered office address
 AP01-AP04 - Appointment forms
 CH01- CH04 - Change of officer details forms
 TM01-TM02 - Termination forms
 AR01- Annual Return form

40. Monitor Sign-Up

41. Mobile App
 Mobile App is FREE
 Shows only the free information
 Allows you to check company
information on the go!
 Save frequently viewed companies in
your ‘Favourites’.
 Variety of sort options in Favourites –
company name, number or when
accounts or returns are due for filing.
 Amber/red alerts when AR and AA
are due/overdue.

42. Mobile App – Company Information

43. WebCHeck & Companies House Direct
WebCHeck
 No subscription
 Pay as you go
 Company name search
 Detailed filing history
 Free current appointments
report
 Document download area
 Monitor service
Companies House Direct
 Monthly subscription
 Monthly invoice
 Company search
 Officer enquiry
 Document packages
 Insolvency history
 Full filing history
 Certified document ordering
 Document download area
 Monitor service

44. The Companies House Service
• One unified online service
• Transforms our electronic services, with modern
technology and a new web service
• Easier to view and update company information

46. Other Products
• Uniform Resource Identifiers (URI)
• Free Company Data Product
• Free Accounts Data Product
• XML Gateway
• Bespoke Products
Online User Panel
• Help us understand how you use our online services
• Your Feedback and Your experiences
• Details on our website

50. 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.gov.uk/companieshouse

51. Contact us
Telephone: 0303 1234 500
email: enquiries@companieshouse.gov.uk
Follow us: Facebook: facebook.com/CompaniesHouse
Twitter: @CompaniesHouse
LinkedIn
Companies House You Tube Channel

52. Thank you for listening!
Any feedback?
eventsteam@companieshouse.gov.uk

53. providing company
information that
customers value
“
”

55. Intellectual Property
Overview
Andrew Reith
Business Outreach & Education
@The_IPO

56. 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)

57. Value of
a brand
Source: BrandZ™
Top 100 Most
Valuable Global
Brands 2014
Google $158 billion
Apple $147 billion
IBM $107 billion
Microsoft $90 billion
McDonalds $85 billion
Coca Cola $80 billion
Visa $79 billion
AT&T $77 billion
Marlboro $67 billion
Amazon $64 billion

58. What is intellectual property?

60. A Registered Trade Mark is...
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”

61. What can be registered?
Smell
Colour theme Shape theme
Domain name Slogan
Name Logo
Non-traditional Music

62. Unacceptable marks
We will not accept marks which:
•have become customary in your line of trade
•describe your goods or services or any characteristics of them
•are not distinctive
•are offensive
•are against the law
•are deceptive

63. Be Inventive
Google – an intentional misspelling of googol (1 followed by 100 ‘0’s)
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 name
Amstrad – Sir Alan Michael Sugar trading
Hasbro - Henry & Helal Hassenfeld – Hassenfield Brothers
Mitel – Mike & Terry’s Lawnmowers – Michael Cowpland & Terry Matthews

64. 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

65. UK Applications
Fees:
Application fees: £170 – Includes one Class
Additional Classes £50 each (up to 45 Classes)
Timeline:
Examination within 2 months of filing
Registration (unopposed) in 5 months

66. Trade Mark Registration Overseas
Paris Convention - six months priority
OHIM – Community Trade Mark
e-filing fee €900
Madrid Protocol

68. What Copyright protects
Books, technical reports, manuals, databases
Engineering, technical or architectural plans
Paintings, sculptures, photographs
Music, songs, plays, dramatic works
Promotional literature, advertising
Films, videos, cable or radio broadcasts
Computer software

69. How long does Copyright last?
Literary, musical, artistic & dramatic works:
author’s lifetime plus 70 years
TV & radio broadcasts: 50 years from first broadcast
Sound recordings: 70 years from first publication
Published editions(typographical layout):
25 years from first publication
Films: 70 years after the death of the last of:
director, composer of any music specifically created
for the film, the author of the screenplay and the scriptwriter
Uploading a work which is out of copyright to the
internet may create new copyright so don't assume it
is copyright-free if you want to use it.

70. Who owns Copyright?
Usually the first creator or author...
…or their employer if produced in the
ordinary course of their employment
However, a contractor will retain ownership
unless their contract is explicit to the contrary
Even if the creator sells their rights, they have
‘moral rights’ over how their work is used

71. Ownership of copyright
Important that author "leaves his mark"
"only human creations are protected, which can also include those for
which the person employs a technical aid, such as a camera."
ECJ: Advocate General

72. Primary Infringement
Any of the following without the
consent of the rights owner
Copying / Reproducing Adaptation
Distributing Lending or renting
Public performance
IGNORANCE IS NO DEFENCE
Communication to the public
Making available

73. Secondary Infringement
Any of the following without the
consent of the rights owner
Selling Importing
Possession for business purposes
Facilitating primary infringement
Only guilty if done knowingly,
or if you ought to have known

74. ‘Exceptions’- permitted acts
There are a number of limited exceptions to
copyright, which allow works to be used without
the permission of the copyright owner. Exceptions
exist for the following purposes:
Private study Research
News reporting Some official reports
Education, libraries
‘Time-shifting’ of broadcasts
Incidental inclusion
Visual impairment

75. Top Dead Earners 2014
2. Elvis Presley - $55m
3. Charles Shultz - $40m
4. Elizabeth Taylor - $25m
5. Bob Marley - $20m
6. Marilyn Monroe - $17m
7. John Lennon - $12m
8. Albert Einstein - $11m
9. Theodor Geisel - $9m
10. Bruce Lee - $9m
Source Forbes.com
1. Michael Jackson - $140m

76. www.gov.uk/ipo - 0300 300 2000
Information@ipo.gov.uk

77. Help and Advice on IP
=
http://www.ipo.gov.uk/ip4b

78. Thank You
Andrew Reith
andrew.reith@ipo.gov.uk
@The_IPO