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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