Basic details to remember while drafting a board resolution:

Essential points to remember while drafting any resolution

1) Name of the company

2) Date of the board meeting

3) Place of meeting (avoid holding a meeting in UK for any non-UK entity), as this will make the entity tax resident in the UK.

4) Attendees- directors and non-directors (mention if personally present or over the phone)

5) Confirmation that the quorum is present

6) Appoint a chairperson

7) Directors interest to be expressed either in the beginning or as part of the resolution

8) Give a brief rational for passing a board resolution(s) for each subject. Ensure to attach any referred key documents to the resolution.

9) Give details of the resolution(s) passed.

10) Conclude by saying thanks to Chair

11) It is enough that the chairperson sign the minutes, however all present could also sign.

This blog was guest written by my friend and colleague Mr. Girish Agarwal. He is a fellow Chartered Accountant specialising in offshore matters.

Can a child hold shares in a company ?

Can a child hold shares in a company

There is no statutory provision prohibiting a child from owning shares.

Please note contracts cannot be forced against minor thus it’s advisable that that shares are fully paid up.

Dividend income is deemed under ITTOIA/S629 to be that of the parent for tax purposes, and is not treated as the child’s. So there is no tax advantage in holding shares in a child’s name.

I read a good article which gives alternatives to registering child as a shareholder. Click here.

If the client still wants to allot share to a child. Then a bare trust is needed. There is no legal requirement to create a formal document to create a bare trust.

Name in the register of members can be simply – Mr Parent as bare trustee of Mr Child.

Dormant Company

Dormant according to Companies House

Your company is called dormant by Companies House if it’s had no ‘significant’ transactions in the financial year.
Significant transactions don’t include:

  • filing fees paid to Companies House
  • penalties for filing the accounts late
  • money paid for shares when the company was incorporated
  • More information can be found here.

Dormant for Corporation Tax purposes

HMRC views a dormant company as a company that’s not active, not liable for Corporation Tax or not within the charge to Corporation Tax. More information can be found here.

Wet signatures from client

Today a question cropped up – should accountant always take wet signatures from clients as their approval?

HMRC is of the opinion that it is not compulsory.

Client can give approval by electronic or non-electronic means.

Source Link: http://webarchive.nationalarchives.gov.uk/20140206222144/http://www.hmrc.gov.uk/ebu/2012-copyspec.pdf

 

Companies House

How many companies are registered with Companies House UK ?

Circa 3.8 million

How many new companies are formed each year ?

Circa 600,000

How many individual annual accounts Companies House is expecting each year ?

Circa 2.9 million

How many individual annual accounts are actually received by Companies house each year ?

Circa 2.7 million

i.e. 200k companies are late or do not file the accounts at all.

 

Source:
https://attendee.gotowebinar.com/recording/6419350587434964483