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- Company secretarial
Task guide
Company charges, vault and seal
Register a company's charges and record their satisfaction, keep its statutory documents and seal, log who inspected the registers, and take on or stop acting as its secretary.
Acting as the company's secretary
A company the firm only keeps registers for is a record without a secretary. From its header menu:
- Act as its secretary takes the company on. Choose the Secretarial retainer, a matter whose client is the company, and Take it on. Its filings, licences and reminders then run on that retainer.
- Set the yearly fee sets the fee milestone billed for each year's work. Give the Yearly fee and the day it is Billed from. Left blank, the firm's agreed fee applies. It is offered once the company has a secretarial matter.
- Stop acting as its secretary ends the service, with a Why. No new filing or reminder follows. Records already made stay.
The menu shows only what the company's standing allows: a company that no longer accepts additions hides the actions that would add to it.
Charges
The Charges tab is the register of charges: security the company gave over its assets. Each row shows the chargee, whether the charge is Open or Satisfied, the amount secured and when it was created. Narrow it by status, search by chargee, property or ORC number, and read it as at any day.
To add one, choose Register a charge and give:
- the Chargee, a party on the register;
- What is charged, for example a fixed charge over a warehouse, described as the charge describes it;
- the Amount secured, left blank where the charge secures all monies owed;
- when it was Created on and Registered on, and the ORC charge number the Registrar gave it.
Open a row's Details to read it in full. When the debt is paid, choose Record satisfaction from its menu: give the day it was Satisfied on, attach the Memorandum of satisfaction and say How it was satisfied, for example that the loan was repaid in full. The charge stays on the register as satisfied, with the memorandum and the reason, and is not deleted.
The vault
The Vault tab keeps what a company should hold on file.
- Statutory documents lists the constitution, certificate of incorporation, certificate to commence business, certificate of change of name, licence, latest annual return and beneficial ownership filing. Each reads Held, Missing or Not recorded. Keep a document files one from the firm's documents: say What it is, choose the Document, the day it is In effect from, and a Note, for example "Constitution as amended by special resolution".
- Kept over time lists every document kept, with its version and the day it took effect, so the constitution in force on any day can be found. Filter it by kind.
The seal
Under Company seal, the vault shows who keeps the seal, where it is kept, since when and when it was last used.
- Change custody records a new Custodian, the day it is From, where it is Kept at and a Reason, such as a change of secretary.
- Record a use logs each time the seal was put to a document: who it was Used by, the day it was Used on and what it was Put to.
Uses of the seal lists each use, newest first.
Who inspected the registers
Inspections of the registers records who asked to see or copy a register. Choose Record an inspection, then the Register (members, officers, beneficial owners, charges, directors' interests or the minute book), who asked (a party on the register, or write the name), the day, whether A copy was given and whether A fee was charged. The list can be filtered by register.
Committees, directors' interests and other changes
The Officers tab also holds the board's Committees (Establish a committee with its name, kind, the day it was established and its terms of reference where it departs from the firm's policy; add or remove officers, with one chairing; dissolve it from a day) and Directors' interests, where a director's interest in a contract, shares or debentures is declared with the day and whether it was noted in the minute, and later ended.
Record a change also covers the company's name, a conversion to another type, its standing on the register, the registered office, the financial year end (the month and day, applying from a date) and the stated capital as at a date, left blank when it is not known. On Members and shares, a member held by a nominee can have its beneficial owner changed with Change the beneficial owner: say whom the nominee now holds for, from when, and why. Every one of these is kept in the company's History with who made it and why.
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Read next
- Company secretarial: what the firm keepsThe registers, meetings, filings and licences the firm keeps for each company it acts as secretary to, where each lives and the rules the firm sets for the work.
- Meetings and resolutionsPlan a company's board and general meetings, send their notice, record attendance and the chair, put resolutions and record how they passed, and keep the minute book.
- Recording an officer changeAppoint a director or secretary, end an appointment or record new particulars as a guided change, through its resolution and consent to the register and its filing.