Glossary - terms explained

Acquisition Date · The acquisition date is the date that shares were obtained by the shareholder.

Allotment · Allotment is the process by which people become members of a company. Subscribers agree to take shares on incorporation and the shares are regarded as 'allotted' to each member on incorporation.

Later more people may be admitted as members of the company and be alloted shares. However, the directors must not allot shares without the authority of the existing shareholders. The authority is either stated in the company's articles of association or given to the directors by resolution passed at a general meeting of the company.

Annual Return · The Annual Return is the snapshot of certain company information at the made-up-date. It is separate from the company's annual accounts. The Annual Return must contain:
- The name of the company
- The registered number
- The type of company e.g. private or public
- The registered office address of the company
- The address where certain company registers are kept if not at the registered office
- The Principal business activities of the company - The name and address of the company secretary (if applicable)
- The name, usual residential address, date of birth, nationality and business occupation of all the company directors
- The date to which the annual return is made-up (the made-up date)

If the company has share capital, the annual return must also contain:
- The nominal value of total issued share capital
- The names and addresses (if applicable) of shareholders and the number and type of shares they hold or transfer from other shareholders.

Appointments · An appointment is where an individual is either a Director or Secretary of a company.

Articles of Association · The Articles of Association document sets out the rules for the running of the company's internal affairs.

Authentication Code ·
Authentication Code is a 6 alphanumeric code on WebFiling which enables the submission of data for an individual company. The Authentication Code is the electronic equivalent of a company officer’s signature. It enables the submission of data for an individual company and is linked directly to the company number.

It consists of

WebFiling requires two codes to submit data, a Security Code and Authentication Code.
The authentication code is sent by post within *5 working days to the Company Secretary at company's registered office address. (*under normal circumstances).

Authorised Share Capital ·
Authorised Share Capital, or'nominal capital', is the amount of share capital stated in the company's memorandum of association. The passing of an ordinary resolution, which is filed with a Form 123, can increase this figure. It is decreased by passing an ordinary resolution, with the company submitting a Form 122. When the authorised capital is being reduced the shares must be unissued.

Class of Shares ·
The class of shares is the name attached to the shares e.g. ordinary, preference and redeemable.

Company Number · A company number is a unique number allocated to Companies House to every company incorporated.

Company Officer ·
A Company Officer is the company Secretary, Director or both.

Confidentiality Order ·
A Confidentiality Order can be granted under the provisions of section 732B of the Companies Act and entitles an individual to provide a service address instead of a residential address.

Corporate Entity ·
A corporate entity is when a company rather than an individual is appointed as an officer of a company.

Cumulative Preference · Cumulative Preference shares carry a right that if the dividend can not be paid in one year it will be carried forward to successive years.

Currency · A company can have its share capital in any currency it wishes, however a PLC must have at least £50,000 as Authorised and the same as Issued Capital if it is trading.

A company can not convert one currency to another directly. The company must repurchase its shares and set up a new authorised capital in the foreign capital by filing a Form 123 and the resolution. The company then issues the shares in the foreign currency on a Form 88(2).

Decrease Authorised Share Capital ·
A company can decrease its authorised share capital by passing an ordinary resolution to cancel shares which have not been taken or agreed to be taken by any person. Notice of cancellation on From 122 must reach Companies House within one month.

Director · A director is a person appointed by the company members to run the company on their behalf. A director can act as both director and secretary. All companies must have at least one natural person director that is at least 16 years of age (from 1st Oct 2008). Underage director appointments will be ceased by the Registrar after this date. .

Electronic Filing · Electronic Filing is a subscription service that allows information for certain documents to be filed at Companies House as formatted data rather than on paper.

Envelope Number ·
The envelope number is a unique number linked to your data. Make a note of this number. If you have not received an email confirming data receipt within 3 hours ring the Companies House WebFiling Service Desk on +44 (0)303 1234 500.

Incorporation Date · The incorporation date is the date the company was registered at Companies House.

Increase Authorised Share Capital ·
A company can increase its authorised share capital by passing an ordinary resolution (unless its articles of association require a special or extraordinary resolution). A copy of the resolution and a notice of the increase on Form 123 must reach Companies House within 15 days being passed.

Issued Capital · The Issued capital is the value of the shares issued to the shareholders. This is the nominal value of the shares rather than their actual worth.

The amount of issued capital can not exceed the amount of the authorised capital.

Legacy Currency ·
The legacy currencies are those in circulation before the Euro in Austria, Finland, Italy, Belgium, France, Luxembourg, Germany, Greece, The Netherlands, Spain, Ireland and Portugal.

LLP's · A Limited Liability Partnership is an alternative corporate business that gives the benefits of limited liability but allows its members the flexibility of organising their internal structure as a traditional partnership. The LLP is a separate legal entity and is liable for its assets but the members liability is limited.

Made-Up Date ·
The made-up date is the date at which all the information in the Annual Return must be correct. The made-up date is usually the anniversary of the incorporation of the company, or the made-up date of the previous Annual Return registered at Companies House.

NetBanx · NetBanx are a secure payment gateway used by Companies House for the collection of your payment card details.

Nominal Value ·
The nominal value is the face value of the shares. It is also the minimum amount that must be paid for shares.· The nominal value is used to calculate the issued and authorised share capital by multiplying the nominal value by the number of shares.

Ordinary Resolution ·
An Ordinary Resolution is used for all matters unless the Companies Act or the company's articles of association require another type of resolution.· The Ordinary Resolution is passed by a majority vote of members at a meeting.

Ordinary Shares ·
These are shares of the company with no special rights or restrications. They may be divided into classes of different value.

Credit or Debit Card · Companies House accept the following Credit or Debit Card - Visa, MasterCard, Switch / Solo, Delta, American Express and Diners Card.

Position of person authorising the submission · The persons entitled to authorise the submission of the company information are the director, secretary, Administrator, Administrator Receiver, Receiver Manager and Receiver.

Preference Shares · Preference Shares normally carry a right that any annual dividends available for distribution be paid preferentially on these shares before other classes.

Presenter · The presenter is the person who submits documents to Companies House on behalf of the company.

Principal Business Activities · The Principal Business activities of a company are shown by the SIC Code. The company can have up to a maximum of four codes / activities displayed on the Annual Return.

Redeemable Shares ·
Redeemable Shares are issued with an agreement that the company will buy them back at the option of the company or the shareholder after a certain period, or on a fixed date. A company can not issue redeemable shares only.

Register of Debenture Holders ·
The Register of Debenture Holders is the legal record of all debenture holders in the company.

The Register is normally kept at the registered office but may be kept at an alternative address as long as Companies House are informed on a Form 190.

Register of Members ·
The Register of Members is the legal record of all share transactions in the company.

The Register is normally kept at the registered office but may be kept at an alternative address as long as Companies House are informed on a Form 353.

Registered Office Address ·
The registered office address is the 'home' of the company to which all official documents, notices and court papers have to be sent by law. The registered office address can be anywhere in England or Wales (or Scotland if the company is registered there).

When a company changes its registered office address the new address must be notified to Companies House on Form 287.

Resolution · A Resolution is an agreement or decision made by the directors or members (or class of members) of the company.

When a Resolution is passed the company is bound by it.

Secretary ·
A secretary is a person appointed to be the chief administrator of the company. A company secretary is optional for a private limited company but mandatory for a public limited company. The secretary can be a natural person appointment (of which there are no age restrictions) or a corporate entity. A secretary can act as both director and secretary.

Security Code ·
Security Code is an 8 alphanumeric code that enables the submission of company information on WebFiling. The Security Code is sent via email to the presenters specified email address.

The Security Code is linked to the presenters email address. To use WebFiling a Security Code and an Authentication Code are required.

Service Address · Individuals granted a Confidentiality Order under the provisions of section 732B of the Companies Act are entitled to provide a service address instead of a residential address.

Share Capital · When a company is formed it must decide whether its members' liability will be limited by shares. The memorandum of association will state the amount of share capital the company will have, and the division of the share capital into shares of a fixed amount.

The members must agree to take some, or all, of the shares when the company is registered. The memorandum of association must show the names of the people who have agreed to own shares and the number of shares each will own. These people are called subscribers.

Share Types · The most common share types are Ordinary, Preference, Redeemable and Deferred.

A company can create any share type they require with any rights that they decide upon.

Shareholder ·
A Shareholder is a company member who owns shares in the company.

- Private and Public companies with an Annual Return made-up-date before 1/10/08 must provide all shareholder’s names and addresses.

- Private and Public companies; traded on a regulated market with an Annual Return
made-up-date on or after 1/10/08 must only provide shareholder names; shareholder addresses must not be provided.

- Public companies traded on a regulated market with an Annual Return made-up-date on or after 1/10/08 must only provide names and addresses for shareholders with holdings of 5% or more in any share class; those less than 5% must be removed before submission.

Shuttle · The Shuttle is the term used for the pre-populated Annual Return document, Form 363s.

SIC Code ·
The SIC (Standard Industrial Classification) is the principal business activity of the company.

A company can have up to a maximum of four SIC codes displayed.

Signature · Each electronic document is filed using a company Authentication Code known only to Companies House and the Company Secretary. · The Authentication Code takes the place of the signature on the document.

Special Resoluation ·
A Special Resolution is passed at a general meeting of which at least 21 days notice specifying the intention to propose a resolution as a special resolution has been given. A Special Resolution requires a 75% majority. It is required for important matters such as alterations to the memorandum or articles of association, a change of name, or reduction of capital to be approved by the court.

Traded on a regulated market / traded company · This is public company that has any of its shares admitted to trading on a regulated market (traded company).  Traded public companies are required to provide names and addresses for those shareholders holding 5% or more of any share class.

Private and non-traded public companies are only required to provide names of shareholders - address details are not required.

Transfer of Shares · A transfer of shares occurs when a shareholder decides to sell some or all of their shares. The company will receive a stock transfer form and informs Companies House on the next Form 363, after the transfer has taken place.

WebFiling ·
WebFiling is a service on the Companies House website that enables the submission of company information..

28 day rule ·
When submitting an Annual Return the company can alter the made-up date to an earlier one. Where the date selected is more than 28 days prior to the submission date the company will be required to submit a further return to the made-up date.

88(2) · The Form 88(2)(Revised 1988) is submitted to Companies House to inform that the company has issued additional shares and these have been allotted.

123 ·
The Form 123 is submitted to Companies House to inform of an increase in the company's nominal capital.

190 ·
The Form 190 is submitted to Companies House to inform of the location, or change in the location of the Register of Debenture Holders.

190a ·
The Form 190a is submitted to Companies House to inform of the location, or change in the location of the Register of Debenture Holders, which is kept in a non-legible format e.g. on a computer database.

287 · The Form 287 is submitted to Companies House to inform of a change in the company's registered office address.

288a · The Form 288a is submitted to Companies House to inform of the appointment of an officer, Director or Secretary.

288b · The Form 288b is submitted to Companies House to inform that an officer ( Director or Secretary) is ceasing to act (resignation, removal, death etc.)

288c · The Form 288c is submitted to Companies House to inform of a change in details of an officer (Director or Secretary), e.g. a change of name or new residential address.

353 · The Form 353 is submitted to Companies House to inform of the location, or change in the location of the Register of Members.

353a · The Form 353a is submitted to Companies House to inform of the location, or change in the location of the Register of Members, which is kept in a non-legible format e.g. on a computer database.

363 · The Form 363 (363a or 363s) is the Annual Return document.

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