First Time Directors Presentation - March 2015
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Transcript of First Time Directors Presentation - March 2015
First Time Directors Seminar
Denise WhiteDaniel Johnson
Agenda Introduction to Companies House
Incorporation and Registering for WebFiling
Making Changes and Responsibilities
Late Filing Penalties And Voluntary Strike Off
Benefits of Compliance verses Non Compliance
25 Minute Break and Networking Time
PROtected On line Filing
Companies House Products and Services
Intellectual Property Office
Companies HouseWho we are?Why we do this?
All company Types
Private limited (LTD)
Limited by Guarantee
Dormant
Micro Entities
Public Limited Company (PLC)
Limited Liability Partnership (LLP)
Limited Partnerships (LP)
Community Interest Companies (CIC)
Differences between types
Limited, PLC Dormant LLP
Memorandum & Articles Partnership Agreement
Directors 2 Designated Members
Shareholders Members
Register for Corporation Tax Register for Self Assessment
Limited by Guarantee LP
Members not shareholders 1 General Partner - Liable for debt
CIC 1 Limited Partner - Contribute amount
Approval from CIC regulator
Shareholders or Members
Benefits to the community
WebFiling - Register
Keep your code safe
Make sure your code isn’t easily guessable
Mix letters with numbers in your code
Only share your code with trusted company personnel
Change your code if company personnel changes
Change your code if you think the code has been discovered
Tell your agent before you change your code
Use a different code for each company
Don’t leave your code lying around
Making changes
Memorandum and Articles of Association Company’s rule book
Call a meeting
Pass a resolution
File resolution and new Articles within 15 days of being passed.
Change the company name
Check availability of the required name via WebCHeck
Change can be filed via website fee £8, same day fee is £30
WebCHeck Search - Name Availability
Trading Disclosures
The company name must be displayed at all:
• Places of business
• Registered office
Does not apply to:
• Dormant companies
• Where the registered office address is a residential address.
Trading Disclosures
All items of business stationery & communications including emails and company website must show:
Company name Place of registration Registered number Registered office address Director information If being wound up
Secretary Duties
Every PLC needs one
Private companies – it’s optional
Usual duties include: Notifying Changes
Maintaining statutory registers
Notifying members and auditor of meetings
Providing copies of resolutions and agreements
Supplying copies of company accounts
Directors Responsibilities
• Ensure no person under the age of 16 appointed (except for LLP)
• No upper age limit• At least 1 person (non corporate) appointed (except
for LLP)
• Directors and secretaries details are kept up to date
Directors Responsibilities
• Registered office address must be effective and correct on Companies House Records at all times.
• Can be a PO Box unless it includes a full address
• Address change• Address notified of Single Alternative Inspection
Location (SAIL)• Records & Registers at the address listed• Also notified on annual return
• All can be filed online
Directors Responsibilities - Statutory Filings
Annual Return
• Not the financial return
• All companies have to file one each year • Based on your Legal Return Date• Snapshot of the Company details at this date
• Must be filed within 28 days of this date
• £13 filing fee online (£40 for paper filing)
Types of WebFiling Demos
Directors responsibilities- Statutory Filings
Accounts
• Companies have to file accounts each year • Whether trading, non-trading or Dormant
• Most Account types can be filed online
• Based on your Accounting Reference Date (ARD)
• Ensure the (ARD) is shown on the balance sheet• No filing fee
Accounting Reference Date
A company can change the Accounting reference date
The Accounting Reference date is based on your incorporation date
However……
Period can be shortened without restrictions
But can only be extended once in 5 years - unless bringing in line with holding or subsidiary company
Accounts filing periods
Strict filing times laid down by Parliament
•Private Co - 9 months from the accounting reference date
•Public Co - 6 months from the accounting reference date
New Companies 1st Accounting Period
•Private Company - 21 months from date of incorporation
•Public Company - 18 months from date of incorporation
Automatic penalties for being late
WebFiling AccountsAlready E-enabled
Audit exemption abbreviated accounts, limited by shares
Audit exemption abbreviated accounts, limited by guarantee
Dormant company accounts
Audit exemption full accounts (PDF template)
Micro-Entity accounts
Full accounts with HMRC & CH (with abbreviated option)
Not yet E-enabled
LLP accounts
PLC accounts
Community Interest Company accounts
Audited accounts
Amending accounts
Benefits of filing “e” verses paper
Filing on line Filing on paper
Quicker TimelyCheaper CostlySecure Company Hijack Can be anywhere in the world Timely post and delivery
Late Filing Penalties
• Civil Penalty against the company• Introduced 1 July 1992 and amended 1 February 2009• Accounts only
• Accounts must be received by Registrar by due date
• Penalties are doubled for filing late 2 years running
• Appeals procedure • Registrar has very limited discretion not to collect a
penalty
Late Filing Penalties
Don’t forget…
Penalties are doubled for filing late 2 years running
Length of Period
Public Company
Private Company
Not more than 1 month
£750
£150
More than 1 month but not more than 3 months
£1,500 £375
More than 3 months but not more than 6 months
£3,000
£750
More than 6 months £7,500
£1,500
Accounts – Joint Filing with HMRC
HMRC – Companies House statement joined up approach to using iXBRL and a joint template.
What is iXBRL?
How to file jointly with Companies House & HMRC?
Download PDF Template via Companies House WebFiling and HMRC
Submit using accounts software packages Templates can be worked offline Prepare once – file twice
Joint filing
e-Reminders
Register for e-Reminders
• A timely email reminder of when your accounts and
annual returns are due at Companies House. • Can register a maximum of 4 email addresses per
company.
• An alternative to paper reminder letters sent to your registered office address
Voluntary Strike-off
Straight forward procedure
Company not traded or changed name in last 3 months
Form DS01 must be completed on paper
Majority of directors must authorise application
£10 fee to pay
Can take 6 months and is subject to third party objections
Form DS02 to stop the Strike Off
Reversible process via restoration process
Questions and answers
25 minute break and networking time
PROtected Online Filing Prevent a company hijack Change the registered office address. Appoint an officer To obtain credit and goods
Once registered for the PROOF scheme these paper documents will be rejected.
AD01- Change of registered office address AP01-AP04 - Appointment forms CH01- CH04 - Change of officer details forms TM01-TM02 - Termination forms AR01- Annual Return form
Monitor Sign-Up
Mobile App Mobile App is FREE Shows only the free information Allows you to check company
information on the go! Save frequently viewed companies in
your ‘Favourites’. Variety of sort options in Favourites –
company name, number or when
accounts or returns are due for filing. Amber/red alerts when AR and AA
are due/overdue.
Mobile App – Company Information
WebCHeck & Companies House Direct
WebCHeck
No subscription Pay as you go Company name search Detailed filing history Free current appointments report Document download area Monitor service
Companies House Direct
Monthly subscription Monthly invoice Company search Officer enquiry Document packages Insolvency history Full filing history Certified document ordering Document download area Monitor service
The Companies House Service
• One unified online service
• Transforms our electronic services, with modern technology and a new web service
• Easier to view and update company information
Other Products
• Uniform Resource Identifiers (URI)
• Free Company Data Product
• Free Accounts Data Product
• XML Gateway
• Bespoke Products
Online User Panel
• Help us understand how you use our online services• Your Feedback and Your experiences• Details on our website
Key Conclusions
• Think “e” and enjoy the benefits now
• Filing online saves you time
• Meeting filing deadlines saves you penalties
• Up-to-date records create confidence in your company
• Our information online can help you
• Companies House is here to help you
Web: www.gov.uk/companieshouse
Contact us
Telephone: 0303 1234 500
email: [email protected]
Follow us: Facebook: facebook.com/CompaniesHouse
Twitter: @CompaniesHouse
Companies House You Tube Channel
providing companyinformation thatcustomers value
“”
An Introduction to Intellectual Property
Gary Townley
Business Outreach & Education
Intellectual Property Office
Executive Agency within Department of Business, Innovation and Skills (BIS)
1000+ staff based in Newport in South Wales, 20 based in Victoria, London
Our task is to help stimulate innovation and raise the international competitiveness of British industry through
Intellectual Property Rights (IPR)
Business investment has changed- in UK as elsewhere
IP
Fixed Capital
£ billion
Source EU COINVEST and Haskel et al
IP Baseline Survey
70% of delegates who we spoke to acted upon the information they received
98% of our trade mark filings and 87% of our patent filings are made online
Our Twitter followers rose from 21,000 in April 2013 to 35,000 by March 2014
19% rise in demand for domestic trade marks in 2013/14
A Registered Trade Mark is...
Any sign which is capable of being represented graphically
Any sign which is capable of distinguishing the goods or services
of one undertaking from another
“A Badge of Origin”
What can be registered?
Smell
Colour theme Shape theme
Domain name Slogan
Name Logo
Non-traditional Music
Why infringement searches?
Avoid expensive mistakes
Awareness of competing marks
Early resolution of potential problems
UK Applications
Fees:
Application fees: £170 – Includes one ClassAdditional Classes £50 each (up to 45 Classes)
Timeline:
Examination within 2 months of filingRegistration (unopposed) in 5 months
Trade Mark Registration Overseas
Paris Convention - six months priority
OHIM – Community Trade Mark
e-filing fee €900
Madrid Protocol
Registered Designs
Protects shape or configuration (3-D)and/or pattern or ornamentation (2-D)
No protection for function, materialsor technology of manufacture
No protection when form is dictatedby function (ie: no design freedom)
Multiple Applications
£60 for first design (£40 application + £20 publication)
£40 for subsequent designs (£20 application + £20 publication
Renewal fees every 5 yearsMaximum term 25 years
Registration Overseas
Paris Convention – 6 Months
OHIM - Community Design
Hague Agreement (1/1/2008)
Criteria for ‘patentability’
Patents are for “technological innovation”, though the Patents Act 1977 fails to define the word “invention”
Inventions must be new - not known anywhere in the world prior to the filing date
Inventions must have an ‘inventive step’ - not obvious, a simple adaptation or combination
Inventions must be industrially applicable and have a ‘technical effect’
What is a Patent ?
State Inventor
A Bargain
FeesTechnical Description
Exclusive Rights20 years
1 A vehicle transmission assembly including a change speed transmission having a casing, an input for connection to an engine or motor, a first epicyclic gear train
which is connected to the input and in use selectively provides a reduction ratio or a direct ratio to a second epicyclic gear train which in use selectively provides a
reduction ratio or a direct ratio to a third epicyclic gear train which in use selectively provides a reduction ratio or a direct ratio to a forward transmission output, each epicyclic gear train comprising a sun gear, an annulus gear and a set of planet
gears mounted on a respective carrier and intermeshing with the respective sun and annulus gears, and first, second and third coupling means associated with the first second and third epicyclic gear trains respectively to selectively couple one of the sun gear and the annulus gear of the respective gear train to the casing or to
the carrier, each coupling means comprising a synchromesh selector slidable on a member fast with the said one of the sun gear or annulus gear and engageable with the casing when slid in one axial direction and with the carrier when slid in the other
axial direction.
Claim 1
Obtaining Patent Protection Abroad
Separate national filings
Patent Co-operation Treaty(PCT)
European Patent Convention(EPC)
Working with others
Prior use or disclosure will invalidate a patent application - use ‘Confidentiality Agreements’
Agree in writing who will own any I.P. arising from the collaboration before commercialisation
What Copyright protects
Books, technical reports, manuals, databases
Engineering, technical or architectural plans
Paintings, sculptures, photographs
Music, songs, plays, dramatic works
Promotional literature, advertising
Films, videos, cable or radio broadcasts
Computer software
How long does Copyright last?
Literary, musical, artistic & dramatic works:author’s lifetime plus 70 years
Sound recordings, TV & radio broadcasts &cable programmes: 70 years from first broadcast
Publishers’ right (typographical layout etc.):25 years
Films: 70 years after the death of the last of:director, composer of the score, the author of
the screenplay and the scriptwriter
Who owns Copyright?
Usually the first creator or author...
…or their employer if produced in theordinary course of their employment
However, a contractor will retain ownershipunless their contract is explicit to the contrary
Even if the creator sells their rights, they have‘moral rights’ over how their work is used
Top Dead Earners 2014
2. Elvis Presley - $55m3. Charles Shultz - $40m4. Elizabeth Taylor - $25m5. Bob Marley - $20m6. Marilyn Monroe - $17m7. John Lennon - $12m8. Albert Einstein - $11m9. Theodor Geisel - $9m10. Bruce Lee - $9m
Source Forbes.com
1. Michael Jackson - $140m
Registered Design
Copyright: labels & artwork
® Registered Trade Mark
‘TM’ unregistered
Patents: several dozen!
Bringing it all together
Gov.uk/ipo - 0300 300 [email protected]
•A free, interactive e-learning tool, 4 short Modules•Helping advisors increase their knowledge in identifying IP assets•IPO certification on completion
•A basic overview of IP at your fingertips at anytime•Portable pocket solution to help top up your IP knowledge•Download from the Apple store iTunes & the Android app store
•Free and confidential online diagnosis tool•Help your business grow through Licensing, Exploiting & Franchising•Identifying and adding value to your IP assets
•A series of free business guides to understanding IP •Explaining the different types of IP rights & how to protect them•A great starting point for those beginning their IP journey
•Accredited interactive course with in depth training on IP•Available in person and online (coming soon)•Study Guides and downloads
