[ESTABLISHING A BUSINESS ENTITY IN ENGLAND] 167
For these purposes, “significant control” includes holding (directly or indirectly) more than 25% of the shares or voting rights in a company, having the right (directly or indirectly) to appoint or remove a majority of the board of directors or otherwise having the right to exercise “significant influence or control” over a company. A company’s PSC register will be open to public inspection in the same way as the register of members. Any change in the person with significant control of the company must be recorded in the PSC register within 14 days of such change and confirmed with the Registrar of Companies within 14 days of the change being entered into the PSC register. A private company has the option of keeping certain registers, including the PSC Register, at Companies House, instead of separately maintaining its own registers. Confirmation statement The company must deliver a confirmation statement to the Registrar of Companies each year. The confirmation statement is made by the company and confirms that the information held by Companies House (e.g., in relation to its share capital, shareholders, officers, and other corporate information) remains accurate. If the information held by the Registrar of Companies is out of date (because the appropriate filing has not been made) then the company must file the information needed to update its records before or at the same time as it delivers the confirmation statement. Failure to comply with this requirement is a criminal offence. Registration of security Particulars of most charges or other security created by a company must be notified to the Registrar of Companies within 21 days beginning with the day after the date of their creation.
Other matters requiring registration The Registrar of Companies must be notified of certain other events in a company’s life, including where: • there are any changes in the details and particulars of the company’s directors, secretary, and registered office and, where a new director or secretary is appointed, confirmation of his or her details and consent to act from the director; • shares are allotted, consolidated, sub- divided, redeemed, or repurchased. Certain resolutions passed by a company, e.g., a resolution amending its articles of association, also have to be filed with the Registrar. Company name and stationery The company’s name, place of registration, registered number, and registered office, including the word “Limited” or “Plc”, must be set out legibly on all of its business letters, notices, cheques, bills of exchange, letters of credit and other financial instruments and on all order forms, invoices, and receipts etc. The company’s VAT number should be shown on all accounting forms, e.g., invoices, orders, and estimates. The company must paint or affix its name on the outside of each place of business in easily legible characters and in a conspicuous position. 2.2 Branch (UK establishment) Registration of security Particulars of most charges or other security created over property or assets in the UK owned by an overseas company with a branch in the UK must be notified to the Registrar of Companies within 21 days beginning with the day after the date of their
ILN Corporate Group – Establishing a Business Entity Series
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