Corporate Governance & Regulation

Any property, cash and other asset owned by a company when it is dissolved automatically passes to the Crown as ownerless property. This process is known as ‘bona vacantia’ which literally means vacant goods. The bodies that deal with bona vacantia claims vary across the United Kingdom, but they all ultimately represent the Crown.

There are a number of scenarios where you may be able to claim or buy an asset belonging to a dissolved company by asking the relevant body representing the Crown. This is known as ‘referring’ an asset.

Anybody can refer an asset, for example if:

• you’re the leaseholder of a property where the company owned the freehold
• you want to buy or are affected by land owned by the company
• you want to buy other assets of the company like shares, trade marks or copyrights
• you’re a shareholder trying to get cash held by the company

A new one-stop service to register a company and register for tax at the same time has been used by more than 200,000 businesses since it was introduced. The introduction of the Streamlined Company Registration Service was announced as part of the Small Business, Enterprise and Employment Act 2015 to help reduce administrative burdens and came into effect last year. However, there remain many new companies who have not used this service.

A business cannot operate as a limited company until it has been incorporated at Companies House under the Companies Act 2006. There are three ways to incorporate a company, by electronic software filing, web incorporation service and paper filing. The cheapest and most popular methods of doing so are electronic.

Under the new online service, businesses registering with Companies House, can also register for tax and HMRC’s digital services, making it easier for new start-ups to fulfil all their legal obligations in one go. This service removes the need for businesses to send duplicate information to both Companies House and HMRC when registering for Corporation Tax, and also to register an employer for Pay As You Earn (PAYE) tax.

Mel Stride MP, Financial Secretary to the Treasury, said:

‘HMRC and Companies House are working hard to make business registration and tax easier. Previously, the same information would need to be entered into a number of different platforms to register a company and register for tax, we have simplified that process.’

As well as filing accounts with Companies House, there is a requirement to check that the information Companies House stores about your company is correct every year. This is facilitated by the filing of an annual company confirmation statement. The confirmation statement was introduced in June 2016 and replaced the more cumbersome annual return.

A confirmation statement must usually be filed once every 12 months and rather than resubmitting data every year, the statement only needs to be updated if there are changes to report. If there are no changes then you just need to confirm the information is correct and submit the statement.

The following details need to be checked:

• the details of your registered office, directors, secretary and the address where you keep your records
• your statement of capital and shareholder information if your company has shares
• your SIC code (the number that identifies what your company does)
• your register of ‘People with Significant Control’ (PSC)

Any necessary updates to the statement of capital, shareholder information and SIC codes can be made when submitting the confirmation statement. However, the confirmation statement cannot be used to report changes to your company’s officers, the registered office address, the address where you keep your records, people with significant control. These changes must be filed separately with Companies House and this should be done at the same time or prior to submitting the confirmation statement. The confirmation statement can be filed online (at a cost of £13) or by post (at a cost of £40).

Companies House will send an email alert or reminder letter to the company’s registered office confirming the due date for the statement. The confirmation statement can be filed for up to 14 days after the end of the review period. There can be fines of up to £5,000 for a late filing. Companies House has the power to prosecute a company and its officers for failing to submit a confirmation statement. A company can also be struck off the register.

Business rates are charged on most non-domestic premises, including most commercial properties such as shops, offices, pubs, warehouses and factories. Some properties are eligible for discounts from the local council on their business rates. This is called business rates relief. There are a number of reliefs available, including small business rate relief, rural rate relief and charitable rate relief.

In England, small businesses rate relief is available on properties with a rateable value up to £15,000. Small businesses that occupy property with a rateable value of £12,000 or less pay no business rates. There is a tapered rate of relief on properties with a rateable value up to £15,000. Relief is usually only available to businesses with one property but can be extended under certain limited circumstances.

In Scotland, the relief is known as the Small Business Bonus Scheme (SBBS).  Business rates relief through the SBBS scheme is available if the combined rateable value of all business premises is £35,000 or less and, the rateable value of individual premises is £18,000 or less.

The Welsh small business rates relief scheme came into force on 01 April 2018. 100% rate relief is available to eligible businesses premises with a rateable value of up to £6,000 and a tapered relief is available on properties with a rateable value between £6,001 and £12,000.

In Northern Ireland, the Small Business Rate Relief (SBRR) scheme is available. Eligibility for the SBRR is based on the Net Annual Value (NAV) of business premises. There are three levels of SBRR where the reductions in rate relief range from 50% to 20%. No relief is available for properties with a NAV of more than £15,000.

The Money Laundering Regulations (MLR) are designed to protect the UK financial system and put in place certain controls to prevent businesses being used for money laundering by criminals and terrorists.

Many businesses are monitored by the Financial Conduct Authority (FCA) or certain professional bodies. However, businesses that HMRC is responsible for supervising should be aware of the requirement to register with HMRC and the penalties for not doing so.

HMRC is responsible for supervising the following seven business sectors:

• Money Service Businesses (MSBs)
• Trust or Company Service Providers (TCSPs)
• High Value Dealers (HVDs)
• Accountancy Service Providers (ASPs)
• Estate Agency Businesses (EABs)
• Bill payment service providers not supervised by the FCA
• Telecommunications, digital and IT payment service providers not supervised by the FCA

Businesses need to register with HMRC if they carry out activities typically associated with these types of organisations by way of business and are not already registered. A business (listed above) is not allowed to trade without registering with HMRC under the MLR. Trading while not registered is a criminal offence and can result in a penalty or prosecution. Certain businesses supervised by HMRC also need to be registered or authorised with the FCA.

An application to register with HMRC under the MLR can be made online. A non-refundable processing fee of £100 is payable for businesses registering for anti-money laundering supervision for the first time. There is also a premises registration fee for new businesses amounting to £130 for each property. The application will not be reviewed until the fees have been paid. HMRC will then review the application which can take up to 45 days. Additional documentation is also required for certain business types.