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Visit Our Archive for previous newsletters covering Hospitality, Recruitment, Intellectual Property, Food & Drink, Commercial Property, Employment, Hotels, Restaurants, Start Ups and many other topics
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Find Previous Featured Articles | 
October 2012
New Workplace Pensions Regulations & Changing Employment Terms
September 2012
Luxury Goods And Services, Website Contracts and Cookies
August 2012
The Olympics and Legal Implications of High Profile Events
July 2012
Hedging, LIBOR and Why Canadian Banks Are Setting Benchmarks
June 2012
May 2012
Employee Incentives and Share Option Schemes
April 2012
Hotels
March 2012
Marketing
February 2012
International Services
January 2012
Contract Law
December 2011
November 2011
Recruitment
October 2011
Intellectual Property Update
September 2011
Commercial Disputes
July/August 2011
Holidays, Gym Memberships, Nights Out
June 2011
Social Media and Comparative Advertising
Visit Our Archive for previous newsletters covering Hospitality, Recruitment, Intellectual Property, Food & Drink, Commercial Property, Employment, Hotels, Restaurants, Start Ups and many other topics |
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Quick Links
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Visit Our Archive for previous newsletters covering Hospitality, Recruitment, Intellectual Property, Food & Drink, Commercial Property, Employment, Hotels, Restaurants, Start Ups and many other topics
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Quick Links
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Visit Our Archive for previous newsletters covering Hospitality, Recruitment, Intellectual Property, Food & Drink, Commercial Property, Employment, Hotels, Restaurants, Start Ups and many other topics
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Dear (Contact First Name),
 Welcome to our November/December newsletter.
As we have heard in the news, unemployment has fallen over the past few months, with the percentage of people in work rising to 71.3% (Office for National Statistics).
Due to recent scarcity in employment opportunities, many young workers started up their own businesses and became their own bosses. For many, operating a business through a limited company is the most sensible way forward.
This month's articles examine the top ten things that directors should be aware of in relation to their limited company covering changes brought about by the Companies Act 2006. We also bring to your attention company restorations, as we have noticed an increase in the number of directors being in the unfamiliar situation of having a company they own being dissolved or struck off inadvertently and owning assets that they have no access to. Rachel Mounter, our most recent recruit, has extensive experience in company restoration, having conducted over 200 in the recent past.
 | | Rachel in action! |
When she's not restoring companies, she likes to partake in activities for charity. This month she raised money for the Stroke Association doing a 100ft abseil down Battersea Power Station!
Our client of the month is Hazel de Kloe, who runs Your Property Why. We previously assisted her and her husband Dennis together with other shareholders in restoring their company to the Companies Register. The company had been struck off and their freehold property became the property of the Crown. It had to be restored so they could reclaim their asset in order to sell it.
Don't forget to take note of our new address and contact details: 17 Hanover Square, W1S 1BN, 020 3102 6370. We look forward to welcoming you to our new offices soon!
If you have any queries or need advice in relation to any of the matters set out in this newsletter or any other legal issues, do not hesitate to call us on 020 3102 6370 or e-mail us at enquiries@fortunelaw.com. We are always happy to help.
Further information
Fortune Law provides businesses with "a one stop shop" service dealing with commercial property, commercial litigation, employment, company restorations, corporate and commercial law. We can also provide a dedicated service for international clients and we specialise in the hospitality sector.
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Shainul Kassam
Fortune Law Solicitors |
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Featured Client: Your Property Why
www.yourpropertywhy.co.uk
Hazel de Kloe
 | | Hazel de Kloe |
"Being a property coach and mentor for the last 5 years and having launched my own business, Your Property Why, to teach what makes a good property investment I was shocked to come across a personal situation where a personal prime property asset had been compromised due to an administrative oversight.
We called on Shainul Kassam at Fortune Law when we discovered that a company we were shareholders in had been dissolved. There had been miscommunication between the Directors within the company due the resignation of one of the Directors and serious illness of the other which led to the dissolution notice going undetected and the company finally dissolved. When this came to light, we were anxious when we realised that there was more to this than met the eye. The company was a non-trading entity; however, it held within it the freehold of the block of 4 flats of which we were the owners of the first floor.
On discovering this, we immediately set about finding out how to restore the situation and reinstate the company. During its dissolved state, the freehold was technically owned by The Crown and none of the flat owners would have been able to sell or refinance. It wasn't long before we realised that the aspects of reinstatement were far more complex than we had knowledge of and felt that we could spend an awful lot of time trying to do something we had no expertise in and could ultimately end up getting badly wrong.
It was at this point that we decided to bring in professional help and instructed Fortune Law to undertake the company restoration process for us. Throughout this process, Shainul kept us consistently informed and knew the steps needed to embark on having the dissolution reversed. It was certainly no mean feat with all the aspects of the order of events having to be explained and evidence given. As it was, Shainul constructed a well put-together case to the Registrar of Companies in order to reinstate the company and after a couple of months, the company was restored and we were able to continue operating as usual. With thanks to Shainul, we learned a big lesson from this situation and now have a good system in place to prevent anything like this from happening again."
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Top 10 Company Law Tips For Directors
 The number of people setting up their own businesses at the moment is unprecedented. For many, incorporating a limited company to operate as their business vehicle is the most sensible way forward. Using a company through which to conduct business offers principally, limited liability to its members. The company is then liable for the debts of the business and not the directors or members.
Companies House have simplified the process of incorporation and the Companies Act 2006 has also attempted to make life easier for small companies. However, there are still a number of fundamental compliance issues all company directors should be aware of and which can be easily overlooked. We set these out below:
- The requirement for a company secretary has been abolished. Although private companies may elect to retain a secretary if they so wish. Any secretary retained by a private company continues to have power to execute documents on behalf of the company.
- A private company no longer needs to hold an AGM. However shareholders will still be involved in the decision making process of the company and if required, directors and shareholders still have the power to call a meeting.
- Board meetings can be held by telephone and shareholders contacted by email. The electronic communications provisions of the 2006 Act came into force on 20 January 2007, whereby a shareholder is allowed to communicate with the company by electronic means where the company has provided an electronic address.
- There is no longer a cap on authorised share capital which means a company with authority to allot shares has an unlimited ability to do so.
- Changes to service address. A director will still need to provide their residential address to Companies House, but this address can be kept confidential and no longer needs to be public information.
- Administrative restorations. Companies House has introduced a new procedure to enable the restoration of a company to the Register without an application having to be made to the court. This only applies in certain circumstances, which is further explained in our restorations article and on our website.
- Filing your Annual Return: the due date for filing of a company's Annual Return is on the anniversary of the company's incorporation date. For example, if a company was formed on 5th March 2012, the Annual Return for 2013 will be due on 5th March 2013 with a further 28 days to file the document at Companies House which can be done electronically or in paper form with a fee to pay of £15-£30 depending on the method of filing.
- Annual accounts must be filed even if a company is not trading with 9 months after the company's year-end being the requisite period in which to file the accounts. Failure to file can result in late filing penalties that can amount to up to £1,500 per year or the company being struck off the Companies Register.
- Restriction on company names - the rules have tightened on company names, both for incorporating new companies and changing the names of existing companies. For example, plurals are now considered too similar. XYZ Associates Limited would not be allowed if there is already an XYZ Associate Limited on the register. Certain words are also disregarded when forming a company name; services, UK and group are examples. A new right has been created for any person or company to object to a company name, if it is too similar to a name in which the objector has goodwill(Section 69 of the Companies Act 2006).
- The Memorandum of Association is now in abridged form. It now simply lists the details of the initial subscribers for shares, as the objects clause has now been abolished. The 2006 Act provides that a company's objects are unrestricted unless the articles specifically restrict them.
We are specialist company commercial legal advisers. If you have an issue involving company law matters, Fortune Law has the necessary expertise to advise and help. Please get in touch by telephone on 020 3102 6372 or by email at enquiries@fortunelaw.com
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Restore A Company
A company can apply to be struck off the register and dissolved, if the directors believe the company is no longer needed. Some companies that are dormant or non-trading choose to apply for strike off, as the filing of statutory documents can often be an inconvenient and lengthy process, especially if the company is dormant. If these documents are not filed on time, then the Registrar of Companies has the power, under section 1000 of the Companies Act 2006, to strike the company off.
A common problem, however, is if the company is struck off unexpectedly. This can be inconvenient to the parties involved, and cause unwelcomed costs and future problems. Companies House sends three letters to the registered office before the company gets struck off, but often there can be administrative errors which result in these letters being overlooked.
Why restore a company?
As soon as the directors are made aware of how the company got struck off, the next step is to decide the purpose of restoring the company. The main reasons to restore a company that is struck off the register are:
- The company has been struck off due to non compliance; failure to file the Annual Returns and Annual Accounts, but wishes to continue to trade as the company is still active. If this is the case, all overdue documentation needs to be brought up to date, and any fees or penalties need to be paid.
- The company has assets under its ownership which need releasing; money in a company bank account, property owned by the company, etc. Anything owned by a dissolved company cannot be released unless the company is restored, as the assets are deemed "Bona Vacantia" and are passed to the Crown.
- There is a third party with an unresolved issue; perhaps for compensation or a personal injury claim against the company. This process almost always requires a Court procedure, due to its complex and serious nature.
What are the methods?
There are two main ways to restore a company with certain conditions attached depending on the most appropriate method.
- Court order restoration: the company must be restored through the Courts with the option to either continue trading or recover assets. This is the more common method.
- Administrative restoration: the company is restored via the Treasury Solicitors and Companies House, without the need to go through the Courts. This method is a faster and more cost effective, but is only applicable in certain situations. In the short term this method can cost less but if there are any late accounts then these can add up.
What can Fortune Law do to help?
We can draft and review all necessary legal documentation and submit them to the relevant governing bodies. We will follow up and keep a record of each document filed at every stage of the process, to ensure that we undertake our work with speed and accuracy, ensuring nothing gets delayed within the process. See See more details here.
Being based in Central London, and regulated by the Solicitors Regulation Authority (SRA) gives our clients peace of mind that all work carried out on their behalf will be wholly professional and conducted with speed and efficiency at all times.
If you have a company that has been struck off the register, and would like to know the best way forward, Fortune Law has the necessary expertise to advise and help. We can advise you fully on the process most suitable for your situation, and help you get your company back on the register or recover your assets. Please get in touch by telephone on 020 3102 6372 or by email at enquiries@fortunelaw.com
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