Dear all

In December 2007 new Money Laundering Regulations were brought into force.

These new regulations meant that UK based businesses involved in Company Incorporations must have anti-money laundering controls in place and must register with the H.M. Revenue and Customs.

FID Trust International Limited must comply with these regulations and as a result there are various steps that we made in our applications for companies incorporated online:

1. The date of birth of Secretaries and Subscribers will be required to assist with validating the persons identity. Please Note: From 6th April 2008, to incorporate a company, a Secretary will not be required, except for PLC’s where a secretary will still be required.
2. If a Corporate entity is a Director, Secretary or Subscriber then the ultimate Directors and Beneficial owners of that Corporate entity must also supply their Due Diligence. We will require the ultimate owners names, addresses and Dates of Birth.
3. If a company officer is a non-UK resident then their Passport Number and the Passport Verification Number will also be required. The Passport Verification Number contains numbers and letters and is approximately 28 characters long.

In order for us to comply our customers will have to follow one of the options below:

1. If you will be carrying out your own due diligence please complete, sign and post the attached letter back to us. (Text - Due Diligence Requirements, in PDF - Due Diligence Requirements). We will then mark your account accordingly and we will not need to carry out our own checks. Therefore there will be no additional charge.
2. FID Trust International Limited  can make an electronic check for each individual involved in the company, which will slightly delay your incorporation.

Incorporations can be submitted at anytime, but we would hold the incorporation until we have made the checks.

The checks can only be made during our normal working hours.

The electronic checks will eliminate any delays waiting for paper copies of Due Diligence documents etc. and the need for you to keep and store the documents for a minimum of 5 years. FID Trust International Limited can recall details of all checks made for up to five years. There will be a charge of £2.50 (+VAT) per individual.

Important Notice:

Either Step 1 or Step 2 above work in our applications from 18th April 2008.

Unfortunately these requirements have been forced upon us all but we will try to minimise the impact as much as we can.

If you have any further questions or queries please do not hesitate to contact us.

Best Regards

Mr. Sergios Topalidi (Web-Master)

FID Trust International Limited

Tags: Money Laundering

Dear All,

The Companies Act 2006 states that on the 6th of April 2008, Company Secretaries will not be mandatory for Limited Companies and Companies Limited by Guarantee.  Although, if required, a Secretary can still be appointed, if you wish. In our applications for Electronic and Standard Packages for companies Limited by Shares, Limited by Guarantee, Flat Management Limited by Shares, Flat Management Limited by Guarantee and Limited by Guarantee Company omitting LIMITED from its name you will be asked to provide a name or choose our Company Secretary, but YOU ARE NOT OBLIGATED, this will be shown in a Memorandum and Articles of Association.

Bare in mind that if you choose your company incorporated without Company Secretary - you will be responsible for an Annual Return to the Companies House and other duties normally in a Company Secretary field. To understand this better we prepared an article “Role and Duties of an Acting Company Director” for your convenience.

A PLC will still require a Secretary and can now be incorporated with the share capital either in sterling (GBP) or euros (EUR), previously only sterling was permitted.

If you have any questions or concerns regarding this please do not hesitate to contact our office, and a team member will be happy to help.

Best Regards

Mr. Sergios Topalidi (Web-Master)

FID Trust International Limited

Tags: Company Secretary

 This document sets out:

1. the company’s name,
2. where the registered office of the company is situated (in England, Wales or Scotland); and
3. what it will do (its objects). The object of a company may simply be to carry on business as a general commercial company.

Other clauses to be included in the memorandum depend on the type of company being incorporated. The form of memorandum for each type of company is set out in a set of tables called The Companies (Tables A to F) Regulations, 1985. (In this booklet we have called them “the Tables”.) These tables do not apply to RTM companies or commonhold associations. The memorandum and articles for these types of companies are set out in:

1. For RTM companies: “The RTM Companies (Memorandum and Articles of Association (England) Regulations 2003″ or “The RTM Companies (Memorandum and Articles of Association (Wales) Regulations 2004″
2. For commonhold associations: “The Commonhold Regulations 2004″.

The company’s memorandum delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.

Tables The Companies (Tables A to F) Regulations 1985, SI 1985/805, (ISBN 0110568052), and the Companies (Tables A to F) (Amendment) Regulations 1985, SI 1985/1052 (ISBN 0110570529) are available to buy from “The Stationery Office Limited” at www.tso.co.uk/bookshop . Table A was further amended by the Companies Act 1985 (Electronic Communication) Order 2000, SI 2000/3373. This is available, free of charge, at www.legislation.hmso.gov.uk/si/si2000/20003373.html . Likewise, “The RTM Companies (Memorandum and Articles of Association (England) Regulations 2003″ SI 2003/2120, “The RTM Companies (Memorandum and Articles of Association (Wales) Regulations 2004″ and “The Commonhold Regulations 2004″, SI 2004/1829 are also available from www.hmso.gov.uk .

As you see in the previous paragraph, special rules apply for companies created online by the responsible agents. FID Trust will create for you a Memorandum of Association by the rules of Table A and this document will be accepted internationally.

In this section we publish ALL SAMPLES of the memorandum of association for the types of companies which we serve and which can be incorporated online.

This document sets out the rules for the running of the company’s internal affairs. Model articles are provided in the Tables mentioned above.

A company may adopt the whole of Table A as its articles or any part of it.

A company limited by shares which has adopted the whole of Table A without modification does not need to deliver a copy for registration. However, you must attach a letter to your application saying this. CICs cannot take advantage of Table A to avoid registering articles.

NOTE: If you adopt Table A without modification then you will need to appoint at least two directors. However, a private company can have just one director, if it’s articles allow. So if your company will have only one director, you need to adopt a modified version of Table A. If Table A is adopted with modifications, you must deliver the articles for registration.

All companies whether limited by shares or by guarantee must register articles. These should be in accordance with, or as near to that form as circumstances permit, the following tables:

* Table C does not apply to RTM Companies or Commonhold Associations.

In addition, the articles for community interest companies must comply with the requirements of the Community Interest Company Regulations 2005. Sample CIC memoranda and articles can be found on the CICs website at www.cicregulator.gov.uk .

The company’s articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.

In this section we publish ALL SAMPLES of the articles of association for the types of companies which we serve and which can be incorporated online.

Small Business Summary

The purpose of company law and corporate governance is to promote enterprise and stimulate investment. The government is determined to ensure that their system makes it easy to set up and grow a business.  A thorough overhaul of the law is needed to make it more suited to the needs of small business. This summary sets out the main elements of the Company Law Reform Bill affecting small business.  The Bill was introduced into Parliament on the 1st of November.

Clearer law

Current company law was written mainly with the large company in mind.  The provisions that apply to private companies are often expressed as an exception to the provisions applying to public companies, making them hard to understand. The government has turned this approach on its head.  Those parts of the law most relevant to small companies (such as the model articles of association and the requirements on accounts and reports) came first so that the provisions that apply to them are easier to find.  The Bill also uses simpler and clearer language.

Better guidance

Government cannot eliminate the complexity in company law, (as this would reduce flexibility for companies).  So, making it easier to understand for both companies and their advisors involves supplementing it with clearer and comprehensive guidance.  Small companies will easily be able to identify the basic day-to-day requirements that apply to them.  Government will increase the coverage of Companies House plain English guidance and ensure that it follows the principles of “Think Small First.”  DTI (Department of Trade and Industry) benefited from the advice of small companies in preparing draft model articles of association for private companies and intends to seek their help again in developing the guidance most frequently used by small companies.  This will include a new small company checklist of the basic company law requirements.

Improved website

Increasingly, small companies are using the Companies House website.  Companies House will continue to improve their website for their customers, including a wider range of web-based guidance, better links to related websites and on-line access to up to date companies legislation.  During 2007, Companies House will be offering web incorporation and this will be supported by easier access to relevant material, for example a company will be able to access its own details through the “my Companies House” portal.

Specific legislative changes

The main changes to company law affecting small companies are as follows:

Forming a company

1. The company memorandum will become a formal document recording the position at the point of registration with just the articles being the continuing constitutional document.
2. There will be separate model articles of association for private companies.  These will contain the minimum key rules on the internal workings of the company and will be shorter and clearer.
3. There will be improved rules for company names.
4. Companies will no longer be required to specify their objects.

No requirement for a company secretary

DTI are abolishing the requirement for private companies to have a company secretary.

Directors

The general duties that a director owes to the company are currently established in case law rather than statute making it hard for them to be widely understood.  The Bill includes a statutory statement of directors’ general duties both to make the law in this area more accessible and to change the law where it no longer corresponds to modern business practice.  DTI will provide a clear guidance for new directors on what these duties mean.

Directors’ addresses on the public record

Directors will automatically have the option of filing a service address on the public record (rather than their private home address).

Resolutions and meetings

Private companies will not need to hold an annual general meeting unless they positively opt to do so.  It will be easier for companies to take decisions by written resolution rather than holding a meeting, as such resolutions may in future be carried with a simple or 75% majority of eligible votes rather than requiring unanimity as at present.  Companies will be able to make greater use of electronic communications for communications with shareholders.

Accounts and Reports

The provisions on accounts and reports have been restated to make them much easier to understand for small companies and their advisors.  DTI are retaining the option for small and medium sized companies to file abbreviated accounts with Companies House.  The deadline for private companies to file their annual reporting documents will reduce from ten months after the year-end to nine, reflecting both improvements in technology and the increased rate at which information becomes out of date.

Shareholders will be able to agree limitations on the liability of auditors.

Financial assistance and capital maintenance

The rules on providing financial assistance to potential or actual shareholders, which limit the circumstances in which companies can provide assistance for the acquisition or purchase of their own shares, are highly complex and largely irrelevant to the majority of private companies and DTI are abolishing them.  DTI are also making it easier for private companies to make capital reductions.

Keeping the law up to date

In order to keep the law up to date and ensure it meets the users’ needs, the Bill includes a power to allow the reform or restatement of company law to be made in future by a special form of secondary legislation, subject to strong requirements on public consultation and Parliamentary scrutiny.

Costs and benefits

The Government estimates that total net savings to companies of company law reform could be around £250 million annually.

Implementations

20th January 2007:

1. EU Directive enabling Companies to make greater use of electronic communications. Full details are available on the DTI website (www.dti.gov.uk/bbf/co-act-2006/)

6th April 2007:

1. Removal of the maximum age limit (currently 70) for directors of PLC’s
2. Directors will no longer need to provide details of their interests in shares or debentures of the company or its group. The result is that Companies House will no longer accept Form 325 (Location of Register of director’s interests in shares), or Form 325a (Notice for inspection of a register of directors interests in shares kept in a non-legible format).
3. There will no longer be a statutory annual report by the Secretary of State to Parliament (the ‘Companies In’ report) but DTI will continue to produce the information.
4. Directors will not be required to disclose their interests in shares in the Directors report of the Annual Accounts for reports signed after 6 April.
5. Takeover forms will be replaced with forms that align with the clauses of the new Act: 429(4) Notice of non-assenting shareholders will become Form 980(1); 429dec Statutory Declaration relating to a Notice to non-assenting shares will become Form 980(dec); 430A Notice to non-assenting shareholders will become Form 984

More information

Click to download whole:

1. Companies Act 2006 (PDF format - 2.8MB) or
2. Explanatory Notes on the Companies Act 2006 (PDF format - 1.57MB).

The Company Law Reform Bill will take several months to complete its passage through Parliament and is not expected to come into force before 2007. All parts of the Act will come into force by October 2008, but there will be early commencement of some of the provisions. Refer to the DTI website for latest developments which will be updated when there are any new announcements. The full text of the Bill with explanatory notes is also available through the DTI website: [ www.dti.gov.uk/cld/review.htm ] and through the Companies House website ( www.companieshouse.gov.uk  ). You can also follow the progress of the Bill directly on the United Kingdom Parliament webpage http://www.parliament.uk/

If you have any queries or comments about the legislation, please contact DTI in one of the following ways:

Email us at companylawreform@dti.gsi.gov.uk, or

Write to Patrick Barry, Company Law Reform Bill,

5th Floor, 1 Victoria Street, London SW1H 0ET.

Tags: Companies Act 2006