How to set up and maintain an NMV John Wilkinson Manager – Companies Registry Financial Supervision Commission

Help and Guidance The FSC web site - first point of reference ompaniesact2006.xml

Web Site Companies Act 2006 Regulations Practice Notes Forms Fees

Contacts John Wilkinson – Clive Oldale – Nick Cowell – Mark Edwards

Fees As for 1931 Act Companies Remain competitive Late filing fees

Incorporation £180 Annual Return £ Act Company conversion £90 Key Fees

Names & Change of Name CA06, ss. 11 to 19 Business as usual!

Foreign Character Names

Incorporation Practice Note Name applications (CA06, s.18) Registered agent must incorporate (CA06, s.2(2)) Company number – “V”

Memorandum and Articles Model Articles Registered agent must keep a signed copy (CA06, s.78(1)) Incorporation Documents

Conversion 1931 Act Company to 2006 Act Company (CA06, s.148) Practice Note Fee £90

Re-registration 2006 Act company as another type of 2006 Act company (CA06, s.143) Practice Note No fee

Transfer of Domicile CA06, Part XI Application by the Registered Agent Consent valid for 12 weeks No discretion

Filing Obligations Amending the Memorandum and Articles resolution to amend (CA06, S.8 & 66) file notice (IMO3) and a copy of the restated memorandum or articles (CA06, s.9) File within 1 month

Filing obligations (2) Registration of Charges (CA06, Part VIII) Optional filing No time limit For filing Consequences of late or non-filing

Filing obligations (3) Prospectus “Offer document” (CA06, s.45) No requirements as to content Filing is optional

Filing obligations (4) Directors and Members Optional public filing of register (CA06, s.204) Business address may be registered Register changes within 1 month Election to cease registration

Corporate Directors Permitted (CA06, s.91) CSP licenceholder or “nominee company”

Registered Agent Must hold a CSP licence (CA06, s.74) Responsible for many filings, e.g. - change of registered office or registered agent– Form IM04 Change of registered address – Form IM04 Change of registered agent – Form IM05

Annual Return An annual return shall be made by a company (CA06, s.85) The Registered Agent must within one month of the return date forward a copy to the Registrar

Registered agent’s name and address Registered office address Confirmation re accounting records. Annual Return Contents

Directors’ names and addresses as shown on the register of directors including changes since the last return date, or date of incorporation Annual Return Contents

The Registrar Financial Supervision Commission appointed on 16 October 2006 Maintain a register of companies incorporated under the Act (CA06, s.206) Searches (CA06, s.209) Certificates of Good Standing (CA06, s.211)

The Future Strike off Dissolution Restoration Liquidation