Just when you think you understand the People with Significant Control (PSC) rules…

June, 2017: Proposed changes to the Confirmation Statement (CS01)

From the end of June 2017, the CS01 will no longer be the vehicle for changing or withdrawing People of Significant Control (PSC) officers and statement details. It will only be possible to use the CS01 to update SIC codes, statement of capital, shareholders, the trading on a market declaration, DTR5 status and exemptions from the requirement to deliver PSC information.

Updates to PSC information will need to be made via the Companies House forms PSC01 to PSC09, or their LLP equivalents LLPSC01 to LLPSC09. This includes notifications, changes, cessations and additional matters. This also applies to Companies or LLPs that have yet to submit their first confirmation statement, who will need to submit the details of their PSC register via the forms above.

However, as mentioned above the addition or removal of PSC exemptions will also still need to be notified via the confirmation statement.

This date is subject to change. The details are also subject to change as the legislation is still being finalised.

Our web based company Secretarial software ‘First Order’ will be fully compliant with the changes as and when they happen. Prices start from £2.00 per company being administered, with no additional charges for multiple users. For further information on First Order please contact adrian@fcls.co.uk.

Trade Mark Registration- It Doesn’t Have to be Expensive or Complicated

TrademarkWhen it comes to registering a new business or product, we would highly recommend registering it as a trade mark to avoid any complication in the future. However, as it often is with new businesses and products, the budget is sometimes limited and you may be looking at other, more cost effective, options. Traditionally considered as the domain of Trade Mark Attorneys the registration of a Trade Mark can be a straight forward and cost effective affair. Here is what you need to know:

The basics

The Intellectual Property Office (IPO) is the official government body responsible for intellectual property rights in the United Kingdom. The IPO will receive and process trade mark applications and where an application is successful, will register the trade mark.


In addition, a trade mark application may be unsuccessful because there is an identical or similar trade mark already on the register, which conflicts with the mark being applied for.

A search of the UK trade mark register should be carried out before submitting a UK application to check whether any conflicting marks are already on the register. A search can be carried out at the Intellectual Property Office in Newport or at the British Library’s Business and Intellectual Property Centre in London. However, in most instances, it will be more convenient to search using the IPO’s website.

It may be possible to apply to register a trade mark which conflicts with an earlier mark, although the owner of the existing trade mark may be notified and may decide to oppose the application. In addition to checking for registered trademarks, an applicant should consider whether a conflicting unregistered mark is in use. An unregistered mark can prevent the registration of a conflicting mark. It is, unfortunately, impossible to obtain comprehensive information on unregistered trade mark rights; in-depth knowledge of the relevant industry, trade directory searches and internet searches may serve as good starting points, but they are by no means conclusive.

How can we help

As you can see searching for trademarks can be time consuming and difficult to cover. There are two initial areas to settle; the search of the proposed mark and the classification that mark will registered in. First Corporate have been registering marks for over 20 years and as such have built up considerable expertise in this sometimes confusing area of Intellectual Property.

Our search will identify if there is a problem with other registered marks and advise on the suitability and acceptability of the proposed mark to comply with the Trade Mark Act. The search also settles the correct classification/s of the mark. In addition most marks are accompanied by a logo (or device in Trade Mark terms) and we settle that aspect as part of the search. The search is free of charge we only charge a fee for the application.

Click here to find out more about our trade mark registration service or contact us to discuss your requirements.


Efficient Company Restorations- Company Law Specialist’s Secrets Revealed

Company restorations v1When a company is dissolved or struck off the Companies Register, it no longer legally exists. This can cause untold problems particularly if the dissolution was done unintentionally and the company owns valuable assets. A company is struck off the Companies Register for two main reasons; voluntarily by the directors or by Companies House due to statutory documents missed or filled in incorrectly.

If the dissolution of the company was not planned this will cause major problems for shareholders. This is because once a company is struck off, any assets it owned passes to the Crown and depending on the circumstances the only way to retrieve these assets is to make a successful application for a company restoration. The most efficient way to do this depends on the purpose of restoring the company and how it was struck off. In reality there are only two ways to restore a limited company to the Company Register:

Court Order Company Restoration: the company must be restored via an application to court with the option, post restoration, to either continue trading with the company, or to recover assets. This method is used mainly in the following situations:

  • When the directors have struck the company off voluntarily.
  • If the DS01 form (application to strike off) has been filed
  • If a claim has been issued which involves the dissolved company

Administrative Restoration: the company is restored by application to the Treasury Solicitors and Companies House. The benefits of this method are reduced time to complete and minimal costs. This method is used mainly when a company has been struck off due to non-compliance and is still continuing to trade. In this case the company will need to bring statutory documents up to date such as any annual returns and accounts and pay any fees associated with them.

So far, so good and relatively well known but as a company law specialist I can let you in on a Company restorations v2few secrets you may not already know. This might just be the solution you need to solve a current issue which will put you in good stead with a client:

  1. If a dissolved company has a cash asset of less than £3000, held by the treasury solicitor you do not have to restore the company. You apply for a Discretionary Grant instead (currently the cost is £220.00 + 5% of the asset).
  2. If you are restoring to release an asset, there is no requirement to bring the company into good standing. So no accounts or annual returns need be filed as this is a court procedure.
  3. If the asset is a commercial lease and the landlord is willing to co-operate, the Treasury Solicitor may allow the transfer without the need to restore the company.
  4. Banks are required to freeze the accounts of dissolved companies and transfer the money to the crown. If you are voluntarily dissolving a company make sure the bank account is closed down and any assets like property are accounted for before dissolution.
  5. If the money is with the Crown the client does not lose it but has to complete additional procedures after the company has been restored to get the money back.
  6. The administrative procedure requires all outstanding accounts and annual returns to be presented to Companies House together with filing fees of £40.00 per annual return. This is can be accompanied by a fine of up to £1500 in any one year for any missing accounts.   These fees and penalties do not include agent fees or vat.
  7. An administrative restoration can take up to three weeks where as a court procedure takes up to six months.
  8. Both Court and Administrative routes allow clients to restore up to a maximum of six years after dissolution. There is no time limit on restorations for insurance claims.
  9. The person signing on behalf of the company must have been a shareholder in the company at the time of dissolution. A creditor can also apply but not a director who is not a shareholder.
  10. If a company has had a liquidator or receiver appointed and been subsequently dissolved only the liquidator/ receiver can apply to have the company restored. This procedure is only available for up to two years from dissolution.
  11. If the Company has a registered office in either Lancashire or Cornwall both are classed as Duchy areas of responsibility and an additional fee of currently £180.00 will apply.

The best thing to do is not to have a company dissolved unintentionally by keeping all documents up to date. We can certainly help you and your clients achieve this. However, if this is a situation you are dealing with and need some advice get in touch.


Company formations and secretarial services: Four key things to consider when subscribing to a specialist software

Exited Accountant

What a title…

Here, at First Corporate Law Services, we are aware that many people consider company formations and secretarial services to be less exciting then average. But, let us ask you this, as an accountant, how many of the relationships with your clients started with a company formation service? How many of them then require you to file their accounts with Companies House, add new directors and re-structure their shares? Let’s face it, company formation and legal services are a big part of the work you carry out.

The other thing about company secretarial work is that many elements of it require detailed knowledge and skills as well as punctuality and organisation to ensure all deadlines are met. This means that in many cases accountants and solicitors use specialist secretarial agencies to carry out this work for their clients. In recent years many are opting to subscribe to specialist software that manages it for them. As there are many providers and a number of choices in terms of software packages we thought it will be useful to summarise the key considerations you should review when making a choice:

  • Should you subscribe to a software or use an agent? As company secretarial work involves a lot of form filling, updates and deadlines we believe that automation of the work through a specialist software can offer a better solution with less room for error. In many cases a subscription can also represent a more cost effective solution
  • How important is it for the software to be Cloud based? Our advice is that where possible you should use a Cloud based software as it allows you complete flexibility both in terms of usernumbers and location thus allowing your workforce to use it productively
  • Should you look at an accountancy package with add on secretarial function or a more specialist secretarial package? We would definitely recommend that you link the two were possible but you must verify the features, capability and updates provided for the company secretarial element of the software. This normally means checking out the suppliers to ensure that they are able to keep the software up to date
  • How important are regular updates to the software as part of the package? As company secretarial legislation and guidelines are updated regularly, as in the case of recent introduction of the PSC register, regular updates are key. Make sure that the software you choose is updated with all recent requirements including the correct forms and wording. You should also consider the cost of ongoing updates and releases to ensure you are clear on the cost going forward

We hope that you found this guide useful. If you are considering a specialist software we will recommend that you consider FirstOrder which was the first Cloud based software to be developed for accountancy practices requiring company secretarial work services. FirstOrder is the only software in the market with integrated formation and was written specifically for CA2006. New features and connectivity appear all the time but no one has ever had to install a new version, do a back-up, configure a network or call in-house tech support. In addition, we now offer an accountancy package which work in tandem with the existing secretarial package.

Visit our website to read more about FirstOrder and should you wish to discuss your considerations further please get in touch with us for more details and advice.


Need some support with the new PSC Register?

By now countless numbers of guides and communications were written about the new Persons with Significant Control (PSC) registration legislation which has come to effect from 6 April this year.  The new legislation which is part of The Small Business, Enterprise and Employment Act 2015 will require all UK companies (other than publicly traded companies) to maintain a register of those people who have significant control over the company. The register will contain information on individuals who ultimately own or control more than 25% of a company’s shares or voting rights, or who otherwise exercise control over the company and its management intending to provide transparency around who owns and controls UK companies.

The new regime requires unlisted UK companies (including LLPs) to take reasonable steps to identify those “people with significant control” over them and record their details. As an accountant, this will most definitely affect your clients due to the following reasons:

  • Every live incorporated company in the UK will need to adjust their records and reflect it in the forthcoming Confirmation Statement that replaces the annual return
  • The allotment and transfer of shares has now become more complex as consideration has to be given to who may now qualify as a PSC and how this is reported
  • As from 30 of June, failure to comply with the regime is a criminal offence punishable by a fine and/or up to 2 years imprisonment

The Government has issued draft statutory guidance, which may be referred to here.

However, as company secretarial services experts we are able to provide you and your clients with cost effective solutions to help you comply with the new regulations:

  1. Click here to review more detailed information about the new regime including prescribed wording and a copy of the registration forms.
  1. FirstOrder Secretarial software has been updated to automatically collect all the key data to complete the new PSC register including the prescribed wording detailing the ownership. Once completed the register will be updated automatically when any changes to share capital are made. Changes such as allotments, transfers, purchase of own shares and change of rights will automatically update the register.

As always, we are here to help and answer any questions so please get in touch if you require any additional support or want to review your options further.

Shares Restructure, Anyone?

Up until April 2016 most directors of limited companies were using a mixture of salary and dividends to withdraw money from their Companies as this was the most tax-efficient payment method.

As you know from April 2016 the rules of taxation for limited companies will be changing through the introduction of the new Dividend Allowance in the form of a 0% tax rate on the first £5,000 of dividend income per year. Dividends in excess of the £5,000 allowance will be taxed according to the appropriate tax band. This is a radical change in the way tax is collected from business in the UK and will see many accountancy firms considering their tax planning guidelines and recommendations to their clients.

As we provide legal services we leave tax planning to the tax experts but we are aware that one of the recommendations will be for companies to review their tax and dividends arrangements. In particularly this may affect shares restructure and sub divisions which is an area we know well.

There are many ways to restructure the shares of a company and choosing a solution will depend on a variety of factors including the size of the company, the number of shareholders and their ultimate goal. We can provide a full pack of resolutions, notice, minutes and forms to effect a whole range of share restructures, sub-divisions, class share creation or reclassification. The packs are fully completed ready for signature and dating. The service includes adopting new articles under the 2006 Act complete with full rights and restrictions on the share capital classes and any additional requirement at your request such as bad leaver/good leaver clauses and pre-emption rights.

Moreover, our service is cost effective and efficient with all documents prepared and sent to you within 24 hours. Click here to see the range of share re-structures we offer and specific cost.

We will be delighted to speak to you further if you and your clients will benefit from our services. As this is an area affecting many companies and individuals across the UK we will appreciate it if you share this Blog with your network if you have found it beneficial.

What will happen if….

As an advisor to your clients you may from time to time discuss scenarios with them to ensure that they are considering important issues concerning their business and putting the right mechanisms in place. The following are scenarios we have been asked to offer an opinion. In each case the directors/shareholders wholly own the companies.

Scenario 1: A sole director/shareholder becomes incapacitated. Have the following questions been considered:

  • Who is authorised to run their business in their absence?
  • Who will pay suppliers, creditors, staff and the shareholders income whilst maintaining confidence in the business so continuation or orderly wind up or sale can occur?

Scenario 2: A husband and wife who are sole directors and shareholders both die suddenly. The shares are bequeathed to their adult children but the children are not interested in running the business. The parents wish is to have a third party to continue administer the business.  Has the following question been considered:

  • Who will run the business and how might that conflict with the shareholders.

Scenario 3: Husband and Wife are sole directors and shareholders of their business. The wife dies and bequeaths her shares to her husband but the shares are not transferred. The husband then dies and although his shares are bequeathed to their adult child, there is no one authorised to act for the share transfers or to appoint new directors. Have the following questions been considered:

  • How can a situation where the wills are placed in probate be prevented?
  • Who will manage the transfer of shares in a way that is most beneficial to the business?

These are real life scenarios . A Lasting Powers of Attorney (LPA) agreement, nominating specific powers to agreed parties can ensure such scenarios can be effectively resolved. Agreements can be drawn up allowing for both short term and long term appointment of directors who will continue running the business without interruption, until such time as any issues such as probate are resolved.

So, what is an LPA all about?    

As you might know, a lasting power of attorney (LPA) is a way of giving a trusted party the legal authority to make decisions on your client’s behalf if they lack mental capacity at some time in the future or no longer wish to make decisions for themselves. LPAs were introduced in October 2007, replacing the old system of enduring power of attorney (EPA).

It is important to remember that an LPA will only be valid if your client:

  • Has the mental capacity to set it up
  • Have not been put under any pressure to create it.

To prove this, the LPA must be signed by a certificate provider who confirms that they understand it and haven’t been put under any pressure to sign it. The LPA must also be registered with the Office of the Public Guardian (OPG) before it can be used.

Why are we telling you this?

We know that setting up a valid LPA can be complex and time consuming. It is one of these key documents that can very easily be missed or set up wrongly causing untold problems to your clients’ business if it’s then required.

First Corporate provide a service to address such events. All LPA are drawn up by lawyers and client can feel confident they correctly reflect their wishes.  If you feel that this is an area we can help you with, get in touch to find out how easy and cost effective it can be.


Share Restructures


With April 5th approaching and the new tax on dividends we understand that there is no better time for clients to review their tax and dividend arrangements.

With this in mind the following service may be of interest to you and your practice.


We offer a full pack of resolutions, notice, minutes and forms to effect a whole range of share restructures, sub-divisions, class share creation or reclassification. The packs are fully completed ready for signature and dating. The service includes adopting new articles under the 2006 Act complete with full rights and restrictions on the share capital classes and any additional requirement at your request such as bad leaver/good leaver clauses and pre-emption rights.

Timescale: all documents emailed to you within 24hrs

Cost: £150 plus vat

The service includes all searches and a full company health check.

Other Company Law services include:-


If we can be of any assistance please email steve@fcls.co.uk


As part of the Small Business Enterprise and Employment Act (SBEE) a new Company Register will be introduced next year which will involve a significant change to how companies are incorporated and administered. All Private Limited Companies, LLP’s and SE’s will be required by law to identify and register all individuals who own or control their company on a Persons with Significant Control Register (PSC).
The register will follow the same procedure as with Register of Members, Directors and other statutory registers in that it will be available for inspection at the Registered Address of the Company and on top of this it will be registered at Companies House and OPEN to the general public. Every Company must have a PSC Register, even if there is nothing to disclose, and a set of standard wording will be required to be input on to the register for those companies who does not have a PSC or cannot identify a PSC. THE PSC REGISTER CAN NEVER BE BLANK.
There could be fines and a prison sentence for those companies who do not comply and to those PSC who do not disclose their interest.
On a company formation the information will need to be disclosed as part of the incorporation process and existing companies will have to declare within set timescales and the register will need to be updated and confirmed as part of the new check and confirm route which will replace the annual return.
1. Anyone with more that 25% of shares in the company
2. Anyone who has more than 25% of the voting rights in a company
3. Anyone who has the right to appoint or remove the majority of the Board of Directors
4. Anyone who has the right to exercise or can exercise significant influence over the company
5. Where a trust or a firm satisfies one of the above 4 then the person who can exercise significant control over that trust or firm
If the shareholder is a company or a Registered Legal Entity then that company must be declared, there are more complex provisions concerning RLE’s and this will be detailed on Companies House guidelines to the changes which should be available soon.
The information that should be given is as follows:-
• Name of PSC
• Service address
• Country
• Nationality
• Date of Birth
• Residential address
• Date on which the PSC obtained control
• Nature of his/her control

Please note that a separate Register of PSC residential addresses will be required for manual records kept at the Registered Address.
There will be different information required for a Registered Legal Entity.
Individuals can apply to Companies House for suppression of information on the public register but this has not been formally set out and the likelihood is that the information will be similar to the Director’s information that can be suppressed and may include companies in controversial sectors, religious and political sectors and asset stripping situations for foreign investors plus any individual at risk of serious harm.
• A company will be required to identify all PSC and obtain their information – the law says that you must take all reasonable steps to identify the individuals. A notice to all PSC must be sent to the individuals requesting the information.
• Complete the details onto a PSC Register and provide a copy to Companies House as part of the check and confirm procedure
• Update the information on your register and the Companies House Register when the information changes
APRIL 2016 This is when the change will be implemented and any person requiring suppression will need to register. The information will also be required as part of the Company formations procedure.
30 JUNE 2016 All existing companies will need to register and they will have a year to provide the information as part of the check and confirm return.
Companies House were fairly silent on how the new procedure will be policed and they did indicate that they would be fairly lenient in the first year but they would be taking a stronger view with non-compliance of the rules and following up on companies who have not supplied information.
This would, of course, have an effect on all companies where we act as a nominee shareholder and we will be contacting these clients shortly with regard to this service once we have discussed the act with our lawyers.
Our First Order Secretarial system will be updated to include the new Registers next year. For more information on our cloud based company administration system please contact Paul at Paul@fcls.co.uk

The new Check and Confirm return will replace the Annual Return from June 30th 2016. All Companies will be required annually or at any time during the year to check their information, confirm that all is correct and pay a duty fee to Companies House. It has not been confirmed what the fee will be. The new PSC Register will be included in the first year.
We believe that most companies will maintain the same date as the annual return date and still file annually on that date, but anyone making an appointment or allotment in the year will have an option to file a check and confirm return at that date.
First Corporate can now provide shareholder agreements, partnership agreements and service agreements. The fee is £750 plus vat and we will provide a full questionnaire for completing and then a draft agreement along with any articles and adoption pack to support the agreement. For further information please contact Steve at steve@fclc.co.uk or Graham at graham@fcls.co.uk
The existing system of tax credits will be abolished in April 2016, and replaced by a simpler system.
After the personal allowance has been taken into account (£11,000 from April 2016 if you are entitled to the entire amount), all individuals will be able to receive £5,000 of dividend income with no tax liability at all.
If your entire income is £16,000 or less, you will pay no dividend tax at all.
New dividend tax bands will be created and will apply to all dividend income in excess of £5,000 per year.
• 7.5% (basic rate)
• 32.5% (higher rate)
• 38.1% (additional rate)
However, the Treasury have since advised that the £5,000 dividend ‘allowance’ is actually a zero rate tax band only for dividend income, and it will form part of the £32,000 Basic Rate Band (BRB) next year. This will mean that individuals will be taxed more on their dividend income.
A possible way of reducing this is to create a share class structure and to maybe divert some income to family members.
First Corporate can arrange a full share restructure pack and articles for £145 plus vat. Please contact Steve@fcls.co.uk


The Small Business, Enterprise and Employment Act

How will the new changes affect your business and your clients’ business?

On the 26th March 2015 Royal Accent was given to the Small Business, Enterprise and Employment Act (“The Act”). Over a third of this Act contains changes to Company Law and the way limited companies should be administered with the main purpose of the Act being a way to reduce red tape and to increase transparency and trust in UK companies.

We have detailed below some of the main changes and the likely dates of implementation.

MAY 2015

Bearer Shares
Companies will no longer be able to issue Bearer Shares and those companies that do have Bearer Shares will have 9 months to convert these into Share Capital.


Corporate Directors
No corporate body may be appointed as a Director of a UK company. This means that any UK company which has a corporate director must resign the position within a given timescale. The only exceptions would be Group structures with large listed companies or large private companies and charities.

Registered Offices
The Registrar of Companies will have the authority to change the registered office address of a company if a complaint is made that the company is using an address it is not authorised to use. The company will be contacted to provide evidence of the use of address and if no evidence is forthcoming the address may be changed to a director’s home address or an address that the Registrar decides. This will obviously be difficult where the director lives outside the UK.

Appointment of Director procedure
It is envisaged that the existing arrangements for appointing a Director online either on an existing company or on formation of a new company will change.

The three from seven personal information data will be replaced by a Statement of Truth to confirm that the Director or Secretary has consented to their appointment. On receipt of the appointment Companies House will write to the individual Directors notifying them of their appointment as a Director and their legal duties. If the newly appointed Director does not wish to be appointed they may be able to contact Companies House to request removal of their appointment.

The Company may also be requested to show evidence of the consent to act by that individual. We would suggest that every appointment be approved in a meeting where the minutes should contain a “consent to act” clause which would require signature by the appointee. We are not sure whether the 3 out of 7 personal criteria will be abolished for shareholders on formation, but will advise in due course.

Accelerated Strike off
The timescale on companies being struck off by Companies House will decrease. Voluntary strike off will be reduced from 3-4 month to 2 months and compulsory strike off through late filing and inactivity will be reduced from 5-6 month to 3 ½ months.

Directors Date of Birth
The day of birth will not be shown on the Companies House public register so whilst you must still give the full date of birth ie 11.06.1958 only 06.58 will be shown.


New Company Register- Register of People with Significant Control
In January it will be necessary to hold a new Company Register. This Register will be open to inspection by the public and will contain information on any person who has a 25% or more interest in a UK company or who has control, directly or indirectly, to exercise over 25% of the votes. This is regardless of whether the company shareholding is held by a nominee shareholder and in these cases it is the beneficial owner’s name that has to be disclosed in the register.

Please Note that this register does not have to be disclosed at Companies House, so all nominee arrangements will only be open to anyone who physically wants to inspect the Register at the address where the Register is held. The Register will be similar to the register of Directors and will contain the name, date of birth, service address and the date on which the beneficial interest was acquired and how it is held.

We would assume therefore that a separate private register of Residential addresses of Persons with significant control may also be required. It is the Company and its officer’s task to show reasonable efforts to find out the information on beneficial owners and a legal obligation of the beneficial owners to disclose such information.

Penalties for non-disclosure could involve hefty fines and imprisonment. A subsidiary may only disclose its holding company, but the holding company must disclose all shareholders with significant control.

APRIL 2016
Statement of Capital
The requirement for a Statement of Capital on formation and on any changes to a company such as allotment and sub-division will remain, however, instead of the requirement to detail paid up capital it will be necessary to detail the aggregate amount of capital unpaid on each share only.

Annual Return
The annual return will be abolished. In its place will be a confirmation to Companies House at least once a year or when making a change of officers or share capital that the data filed at Companies House is up to date. Provided that there have been no changes, shareholder information may not be required to be submitted. There will still be an annual fee but it has not been decided how this fee will be paid, it may even change to an accounts filing fee.

Company Registers
Private Companies will have an option of keeping Company Registers at Companies House. This is completely optional and the registers to be kept would be the Register of Directors’, Register of Directors’ Residential addresses (this one is not available to the public), Register of Secretaries. The Register of Members and the new Register of People with Significant Control may also be kept upon the approval of ALL Members. Companies may opt to file other information on the public register such as website addresses and general information but this has not been fully formalised.

Other small changes may include the following:-
It will be optional for email addresses to be used by Companies House for routine correspondence and statutory notices. With their existing spam issues we are not sure this would be a good idea, however, it would not be compulsory

Subsidiary Companies should be listed in one place and it is believed that the best place would be in the Accounts of the company

Private companies will be able to file accounts simultaneously with Companies House and HMRC.

We hope you have found this information useful and if you have any questions please feel free to email me on steve@fcls.co.uk