Re-registration of public limited company to private unlimited company

Re-registration of public limited company to private unlimited company

Re-registration of your public limited company to private unlimited company under the Companies Act 2006 can be done.

Your company must complete and deliver the form RR07 to Companies House. Take note that if you would like to re-register your public limited company to a private limited company. Do not use the form RR07. The keyword here is UNLIMITED company status.

You must include the following documents with your form RR07 when sending your application for re-registration of your public limited company to private unlimited company to Companies House.

  • A prescribed form of assent
  • A printed copy of the amended articles of association.

The form of assent is prescribed in the Companies Act and the form is to confirm and show that agreement has been achieved with all members of the public limited company about its re-registration to private unlimited company. The form of assent must be authenticated by your company.

Undue delay in staff disciplinary appeal

Undue delay in staff disciplinary appeal

As employers, when handling staff appeal, care must be taken not to unreasonably prolong appeal hearing and decision process. The ACAS codes recommend five working days as usually appropriate.

ACAS stands for Advisory, Conciliation and Arbitration Service.

The Employment Act 2002 also required employers to ensure each step and action taken under your staff disciplinary Appeal procedure without unreasonable delay.

Lets look at a situation. A member of staff was being disciplined for alleged in direct competition with the employer. The staff was dismissed immediately. The staff wrote to the employer to appeal against their decisions on 21 November.

The appeal hearing was made to hear on 2 December. It was more than 5 working days.

The decision of appeal was communicated to the staff on 08 December. The whole appeal process took 11 working days to finalize. This was an obvious undue delay in the staff disciplinary Appeal process.

The Employment Tribunals or the court may take the unreasonable delay in your staff disciplinary appeal process into account when assessing employers’ reasonableness.

If the employer considered the allegations were serious enough to dismiss the staff immediately based on the evidences gathered then there should be no excuse to delay finalizing the appeal case.

What the Employment Tribunals or the court does not want was that employers use disciplinary process to get rid of their staff to avoid redundancy payout or compensation.

It is important that you include a staff disciplinary procedure in your staff handbook. If you do not have a staff handbook, it is the time to create one.

Treat staff right

Treat staff right

Treat staff right is Employer’s responsibilities and your staff is protected by the employment law in the United Kingdom.

Your staff could make a complaint with the Employment Tribunals and this may attract unwelcome publicity for your company. The publicity can be damaging your business reputation and labelled you as bad employers.

Staff handbook

You may put in place a staff policy and procedures at work so everyone understand their roles within your company, as an employer and as an employee and what are the rules your staff must follow. This staff policy and procedures often being called a Staff handbook and it is a must. Do not be put off by the fact that it is a time consuming task, the handbook is there to protect you as an employer and also will be used as a guide to resolve any disputes with your staff.

Staff rights to complaint

Your staff can make a compliant to Employment Tribunals against your company for any of the following:

  • Sacking your staff on unfair ground
  • Not allowing your staff to take their holidays or breaks
  • Refusing employees’ rights
  • Discriminating against people who work for you, want to work for you or have worked for you
  • Not providing safe working environment for your staff
  • Paying your staff less than the national minimum wage
  • Asking your staff to work long hours
  • Not following disciplinary procedures
  • Not paying your staff for sickness, maternity and redundancy
  • Not paying men and women equal pay for the same job.
Redenomination of share capital

Redenomination of share capital

Redenomination of share capital is allowed under Companies Act 2006. Your company limited by shares is allowed to redenominate your share capital or any class of your share capital into other currencies by passing a resolution.

Check the Articles of Association of your company for any clause relating to prohibition or restriction on redenomination of shares before your start your redenomination of share capital process with Companies House.

Your company must use an appropriate spot rate of exchange used for the redenomination. This must either be a rate prevailing on a particular day specified in the resolution or the average rate taken from each consecutive day of a period specified in the resolution. Bear in mind that the day or period chosen must be within 28 days ending on the day before the resolution is passed.

You shall follow a three step route, for each class of shares to calculate the new nominal value of each share in the class:

  • Take the aggregate total of the old nominal value of all the shares of that class
  • Translate that amount into the new currency at the rate of the exchange specified in the resolution.
  • Divide that amount by the number of shares in the class.

You must within one month of your redenomination taking effect to deliver the Companies House form SH14 together with a copy of the resolution to Companies House. A statement of capital is to be completed as part of this form as well.

Fines for failed to submit Confirmation statement

Fines for failed to submit Confirmation statement

Companies House will issue fines to your company for failed to submit your confirmation statement. Your company has 14 days to submit your confirmation statement with Companies House. You can do it online or you can submit the form CS01 by post.

It is a criminal offence for deliberately not submit your confirmation statement with Companies House. Companies House would usually send reminders to your company’s registered office when your confirmation statement is due for filing.

Confirmation statement fines

Section 853L of the Companies Act 2006 outlined the fines payable if your company is guilty of an offence and is liable on summary conviction.

CountryFines
England and WalesTo a fine, and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale;
ScotlandTo a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
Northern IrelandTo a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

The daily default fines for failed to submit your confirmation statement can be expensive.

Your company directors, secretaries and any other officers must show that they have taken reasonable steps to avoid continued failing to submit your confirmation statement.

Contact us if your require help with taking care of your company’s confirmation statement.

Purchase of own shares

Purchase of own shares

Your company may purchase of its own shares if there is no restriction or prohibition in the articles of association. Your shareholders must approve it.

However, your company is not allowed to purchase of its own shares if this would leave only redeemable shares in issue.

You must notify Companies House when your company purchase of its own shares. Complete the form SH03 and send it to Companies House. The form SH03 is used for two purpose, shares purchased for cancellation and shares purchased into treasury.

For Private and Public company

When your company submit the form SH03 to notify Companies House a purchases its own shares event, your shares will be cancelled on their return. If your company is cancelling the shares immediately, the form SH06 which includes a statement of capital must also be delivered to Companies House.

For Public limited Company

However, if your company is a public limited company with qualifying share, your company may either cancel those shares immediately or hold them in treasury for resale or transfer to an employees’ shares scheme at a later date or cancel them at a later date.

Your company must notify the initial purchase of treasury shares with Companies House and if your company is cancelling those treasury shares immediately you must complete the form SH06 and send it to Companies House.

If your company sell or transfer the shares from treasury, your company must deliver the form SH04 and if your company subsequently cancels the shares, the form SH05 which includes a statement of capital must be registered with Companies House.

Stamp Duty on purchase of own shares

Purchase of your company’s own shares are subject to stamp duty if the consideration for your shares is above £1000, HM Revenue & Customs (HMRC) must stamp the form SH03 before it is to be delivered to Companies House, if the consideration is £1000 or less, your company need not send your form to HM Revenue and Customs to be stamped, but your company must sign and declare that fact on your form.

You may use a single form SH03 to notify Companies House of purchase of shares on different dates and under different contracts.

See accountants advice if you are not familiar with administration for purchase of own shares with Companies House.

Want to keep same company name and do not want to pay late filing penalty

Want to keep same company name and do not want to pay late filing penalty

You want to keep same company name and do not want to pay the expensive late filing penalty, it is possible.

The Companies Act does not stop your company director to dissolve a limited company and setup a new one with the same company name.

Automatic late filing penalty

One of the common reasons people apply to dissolve their limited company and setup a new one because they forgot to file their dormant company account thinking it is a dormant company and it has nothing to show. Companies House has completely different view on this and they would issue automatic late filing penalty and you have not pay unless you can show your circumstance is exceptional.

The maximum late filing penalty for late filing of your company accounts is £1500 for a private limited company and £7500 for a public limited company.

If you could not proof that your circumstance is exceptional then you must pay the late filing penalty if you want to keep your company name.

Sometime it is cheaper to setup a new company with the same name than to pay the maximum late filing penalty. This is only possible if your limited company is dormant, it has no bank accounts or any trading activities whatsoever. This is because your new limited company would have a different registration number to that of your existing dormant company and technically and legally it is a completely new entity with no trading history. A new company.

Once you have legally dissolved your dormant company, you do not have to pay the late filing penalty, no more filing of your dormant company account and confirmation statement.

Dissolve dormant company and setup new one

Actions to take to dissolve your dormant company and setup a new one with the same company name.

Step 1: Submit your application to strike off your limited company with Companies House. The form DS01 must be signed by company directors.

Your company dissolution process will take about two months to complete provided no third party objection while the application was published in the Gazette.

Step 2: Once your limited company is dissolved by Companies House, you may then incorporate a new limited company with the same name by submitting your new company incorporation form, the IN01 with Companies House.

Your company registration process should take about one business day if doing it online and if submission by printed form should take slightly longer.

Companies House will reject your company incorporation form if your existing dormant company dissolution is still in progress as your company name is considered not available or already taken.

It is possible to carry out your dormant company dissolution and new company incorporation yourself if you have time to monitor and check with Companies House of the dissolution progress. the timing is crucial here to avoid your company name being registered by someone else after it was dissolved.

Seek accountants advice if you are not familiar with company dissolution and incorporation.