Harper James advises start-ups, scale-ups and established companies on company secretarial obligations under the laws of England and Wales. Good compliance gives directors a reliable record of decisions, ownership and filings, while reducing avoidable problems during fundraising, due diligence or an acquisition.
A company should maintain accurate statutory registers, including details of members, directors, people with significant control (PSC) and share allotments. It must also file the correct confirmation statement and annual accounts with Companies House, and record changes such as director appointments, resignations, registered office changes and share issues within the required periods. Board minutes, shareholder resolutions and written resolutions should explain what was approved, when and by whom.
The Economic Crime and Corporate Transparency Act 2023 is also changing the Companies House framework. Reforms include stronger expectations around information filed on the register and the introduction of identity verification for relevant individuals through a phased process. Businesses should monitor implementation dates and ensure their internal records match their Companies House filings. Read the latest company compliance guidance for further reference material.
Start with a register review. Compare the statutory books with the company’s articles of association, shareholder agreement, cap table, previous board minutes and Companies House record. Then create a calendar covering the confirmation statement, accounts, corporation tax coordination, share transactions, option grants, changes to officers and any shareholder approvals. Assign an owner to each task and retain evidence of filing confirmations and signed resolutions.
Before approving a transaction, check the legal sequence. A share allotment usually requires authority to allot, compliance with pre-emption rights, board approval, an updated register of members and a Companies House return. A change to the articles requires the correct shareholder resolution and filing. Director decisions should be recorded with enough detail to show the commercial rationale and the interests considered.
A review is particularly useful before a funding round, group reorganisation, employee share plan, sale of the business or investment by a new shareholder. Common defects include missing stock transfer forms, incorrect share numbers, incomplete PSC information, unsigned minutes and filings that do not reflect the company’s actual ownership. Correcting these issues early is usually more orderly than reconstructing the company’s history during due diligence.