As with most global jurisdictions, the UK has a clear set of rules governing how companies are run, and by whom. One of the most important is the role of the director.
In short, whatever its size or corporate structure, your company must have at least one director. Directors are legally responsible for running the company and making sure company accounts and reports are properly prepared. This applies in cases where the company is a subsidiary of an overseas entity setting up in the UK for the first time.
Although directors can hold a whole range of different responsibilities and roles, there are some non-negotiable duties that they must carry out to be in compliance with UK corporate governance law.
This involves a range of activities that include:
· following the company’s rules, shown in its articles of association
· telling other shareholders if you might personally benefit from a transaction the company makes
· paying Corporation Tax
In addition to this, the director must take charge of providing Companies House with the following information
- the confirmation statement
- the annual accounts, even if they’re dormant
- any change in your company’s officers or their personal details
- a change to your company’s registered office
- allotment of shares
- registration of charges (mortgage)
- any change in your company’s people with significant control (PSC) details
Getting your director appointment right
When it comes to choosing a director, it’s important to remember that although they may not necessarily need to be UK-based, the responsibility for key operations of the company – including its relationship with HMRC and other authorities – lies with them. That’s why it’s important to ensure that the company is prepared for that.
That means either appointing a director who has the time and knowledge to handle those duties efficiently (which will almost certainly mean one already based in the UK), or, in case the director isn’t UK-based, (or is unable to handle the day to day dealings with HMRC) engaging with the right adviser to ensure that compliance is taken care of.
The best way to do this is to bring on a firm like Paul Beare Ltd to act as Company Secretary on your behalf. Doing this ensures that the director has the time and freedom to run the business properly while making sure that all aspects of tax compliance are taken care of properly and on time by your nominated company officer. This is especially helpful if your director is not based in the UK.
It is also important to make sure that the company’s director is in fact qualified to do the job. As a business, the onus is on you to source the correct documents that prove the director hasn’t been disqualified previously from holding the role. This is a sanction that can be applied in the case of corporate malfeasance in past roles, so when nominating a director, make sure you get a signed Consent to Act form that will serve as proof of the director’s suitability and qualification to act for the company.
On the subject of paperwork, it’s worth remembering that when it comes to opening a bank account for the subsidiary, banks tend to prefer to see a UK-based director in charge at the company. Given that the account application and opening process can be an arduous one, bearing this in mind may save you time and trouble.
Whatever your set up, our company officer services can help
We understand that however you choose to run your company, there may be gaps in knowledge or competency. That’s why at Paul Beare Ltd we offer a full suite of company secretarial and officer services to supplement your team and ensure the business is run efficiently and in compliance with all the relevant regulations.
These services can include assisting in the preparation of the meeting agenda and support as required with the board meeting documentation, providing a Paul Beare staff member in attendance if required. Company Directors will make decisions about the day-to-day management of the company.
We can also help to provide board minutes to reflect board meetings. These are a legal obligation in the UK and should include all relevant material, and especially all decisions. Our team can also help with the preparation of all Company or Director Resolutions, which are legally binding decisions made by the members (shareholders or guarantors) or directors of a limited Company. These are required when formal decisions need to be made on matters beyond the scope of day-to-day business operations, such as appointing or removing a director, allocating company shares and altering the articles of association.
If you would like more information about how we can support your business, please get in touch.