What are CoSec services?
CoSec is short for ‘company secretarial’ and CoSec services are those company secretarial services that a company requires in order to stay compliant with its statutory administrative obligations such as making relevant filings at Companies House and maintaining up to date statutory registers.
Why do we need company secretarial services?
Technically, you don't. Companies House has designed its filing service so that, in theory, it can be operated by anyone. The problem is that it is often not easy to understand what your statutory obligations are and therefore what it is that you need to file. Even when you do know what you need to file, the forms themselves can be a minefield. If you don't believe us, you might be surprised to hear that Companies House made over £90m last year from late filing penalty fees!
What is a confirmation statement?
The law requires that every company submit a confirmation statement (CS01) to Companies House at least once a year. The confirmation statement confirms the current shareholders in the company as well as its issued share capital, directors and details of any person who is a 'Person with Significant Control'. Failure to file a confirmation statement on time is a criminal offence and can lead to directors being personally fined. Companies can also be struck off the Register of Companies for persistent failure to file a confirmation statement. As part of our CoSec Services package, we will take full responsibility for filing your CS01, and check it with you before sending it to Companies House.
Why should we use your company secretarial services?
ProSec is run by people with over 20 years' experience of advising clients on corporate law. From listed PLC's to small private companies, we have the experience to look after you. This means that we are reducing your company's risk of being fined, keeping your filings up-to-date and saving you time. We think you will also be surprised by our prices - look at the comparable prices that even a small law firm would charge for the same services!
What is a Person with Significant Control?
A person with significant influence or control (a PSC) is a person who has the right to exercise, or actually exercises, significant influence or control over a company. This could be through holding 25% or more of the shares and/or voting rights in a company, having a right to appoint or remove a majority of the board of directors, or any other means that enables that individual to exert a material amount of influence or control over a company. Confused? We can help you establish if your company has any PSCs and, if so, comply with the Companies House PSC notification requirements.
What are the annual accounts?
Every company, even if it is non-trading or dormant, must file a set of accounts with Companies House every year. There is an automatic and substantial fine for late delivery. Did you know that Companies House collected over £90m in late filing fees last year alone? To ensure you file your accounts on time, ProSec will send you plenty of email reminders so that you and your accountants have everything ready well before the filing deadline. Also, if you send us the accounts, we will file these on your behalf.
What other filings do we need to make at Companies House?
Has any director resigned from or been appointed to your board? Has your company issued any shares? Is your company changing its articles of association? Have the shareholders passed a special resolution? Do you want to change the company name? If so, you will need to complete the relevant form and possibly pass board minutes and written resolutions and file everything at Companies House. There are other actions that require a filing. If you are unsure as to whether or not you need to make a filing, we are here to help and, if we decide that a filing is necessary, we will do that for you.
Does the annual fee include any fees payable to the Companies House?
We will pay the fee due to Companies House in respect of the filing of your confirmation statement. If your company needs to make further filings, any Companies House fee payable in connection with that filing will be charged to you at cost.
What are the company registers?
By law, every company should maintain (and have available for inspection at its registered office) the following:
- Register of Members
- Directors' Service Contracts
- Register of Share Transfers
- Register of charges
- Register of Directors
- Register of Directors' Indemnities
- Register of Directors' residential addresses
- Register of Debenture Holders
- Register of Persons with Significant Control
- Board minutes and shareholder meetings
- Register of Secretaries
Will you manage our company registers?
Yes, If you take up our CoSec Services package we will manage all of your company registers on your behalf. If we are also providing a registered office address for you, we will ensure that a copy of all your company registers are available for inspection at your registered office. If you wish to keep physical company registers (which we would not recommend), we will charge an additional £100 per annum for storing these and keeping them updated. If you currently have physical company registers but wish them to be digitised, we can do this for a minimal additional fee.
Does the annual fee for CoSec Services include everything we need or will there be further charges?
Unlike other company secretarial services, we have designed a package that means there are no hidden charges. The annual fee is intended to cover all filings and the upkeep of your company registers. Our pricing is, however, subject to a fair usage condition. For example, if your company conducts a fundraising and wishes to add lots of new shareholders to its register, we would charge an additional amount for preparing the confirmation statement and also updating the register of members and allotments reflecting the issuance of shares to those new members. We will always discuss any additional fees that we think should be charged and will always charge on a fixed fee basis rather than an hourly rate. Please also note that where Companies House charges a fee for making a filing, this will be charged to the company at cost unless it is the fee for filing the annual confirmation statement, which is included in our annual fee.
Who can I contact at ProSec if I have any questions?
All our customers have a dedicated Account Manager who you will meet when you sign up for our service. Your Account Manager is your point of contact for any questions and queries about your filings and the ProSec service we offer.
What else can you do for my company?
We also offer bespoke services including digitising your company registers; creating board minutes, shareholder resolutions, share certificates, articles of association, a cap table and shareholder agreements; dissolving your company; VAT registration; data protection registration with the ICO; being your agent for service of process and nominee/trust arrangements, registering your company on the Register of Overseas Entities or just running a CoSec MOT to check whether everything is in order. If you need any of these services, please Contact Us for a quote.