Trusted Management Services (TMS)

Your confidence for your compliance work in Zero One Consultants

A very common understanding of an accountants is that they will be doing all the work which is not part of a regular tax routine. We agree to this only to the extent you may find some accountants performing this service for you. Zero One Consultants may also provide this service at a very limited level (Terms and Conditions Apply (T&C)) and only if you are a very small business, a business under £250,000.00 gross turn over and with very stable management, in all other cases Zero One Consultants will not perform these services for you unless until

1. You have a proper separate Service Level Agreement (SLA) with Zero One Consultants in place or
2. Your Service Level Agreement (SLA) with Zero One Consultants covers this specifically or
3. We are appointed only to do your secretarial work
4. Other unincorporated association, e.g. a community group or sports club.

This is an area of highly sensitive nature, and the information is made available to all the local, national, international, government and non-government institutes and credit reference agencies, irrespective of the fact how they use and interpret the information. You provide the information which does not need to be disclosed it will be on the system irrespective of the fact you change, correct or amend the information at later stages. Similarly, if the necessary information has not been provided, it will cause an adverse effect on the company. Zero One Consultants will advise you what is necessary to provide, how to provide and when to provide.

Companies House (CH) has a lot of compliance work to complete on a day to day basis, not necessarily all from the list below is always required or all the time. Please see the list of documents which you may require in your business life to complete on different times, but some will be required regularly. Although Companies House (CH) provides you help to complete them and use the right form, still it is highly advised that you do not do these sensitive compliance work on your own especially when you do not have the required knowledge to complete them. E.g. Just a one wrongly spelt character in director’s name can create a duplicate record on the system and may adversely affect your company ratings.

Every Business must send Statutory Accounts to your members and to HM Revenue & Customs (HMRC) as part of your Company Tax Return if you are a small company or micro-entity. Appointing Zero One Consultants will enable you to complete your Trusted Management Services (TMS). Once appointed we will be taking over all the compliance work from you and deal with all the secretarial work. We will contact your concern stakeholders and then we will inform them about the appointment and will advise them to contact us for their statutory requirements. This extend to pay your HM Revenue & Customs (HMRC) liabilities once funds from your business account/s are transferred to our “Client Deposit Account”. A full standing Trusted Management Services (TMS) Service Level Agreement (SLA) will free you from all your Companies House (CH) and HM Revenue & Customs (HMRC) responsibilities as Zero One Consultants will be acting as an office secretary for your business nominated on the Companies House (CH) database.

This service is very suitable to you if you are keeping a dormant company, just for name purposes or you want to start this business in future but reserving the name to complete your set of policies, procedures and other internal documents. Check if your company is also Dormant for Corporation Tax. This is a very sensitive matter, and Zero One Consultants strongly recommends you take an expert opinion or advise before you decide to go dormant for the year in concern. This may give you a very adverse credit rating if you are looking to obtain the commercial finances in future. If your company is small, see the definitions below for micro and small companies, you can also use the exemption, so your company’s accounts Don’t Need to Be Audited.
What Zero One Consultants can do for you as part of Trusted Management Services (TMS) is a list of service with documents name.

Trusted Management Services (TMS)

1. Confirmation Statement/s

Confirmation Statement (CS01) is a statutory statement which every limited business must complete every year in a certain given time. This contains all the relevant compliance details like owners of the business, persons with significant control, registered address, sail address, share capital, shareholders etc. Company house charges every business a fee.

2. Accounts

There is a common understanding that every limited business taxpayer must file accounts with HM Revenue & Customs (HMRC), it is right, but the importance of Companies House (CH) is equally important. If the business fails to file accounts with Companies House (CH), this will cost more in penalties for business. Don’t Need to Be Audited“Companies House (CH) Penalties”. Every business according to their size, nature and other criteria must file their relevant set of accounts. Zero One Consultants will provide their accounts as one package unless until it is specifically mentioned in Service Level Agreement (SLA) or the appointment was only made to complete the Companies House (CH) accounts.

2.1 Dormant Company Accounts (DCA)

Your company is called ‘dormant’ by Companies House (CH) if it had no ‘significant’ transactions in the financial year that you would normally report. Significant transactions do not include:

You must keep:

1. Filing fees paid to Companies House
2. Penalties for late filing of accounts
3. Money paid for shares when the company was incorporated
4. Dormant companies that qualify as ‘small’ only need to send Companies House abbreviated accounts and do not need to be audited.

2.2 Micro-entity Accounts

Micro-entities are very small companies. Your company will be a micro-entity if it has any 2 of the following:

1. a turnover of £632,000 or less
2. £316,000 or less on its balance sheet
3. 10 employees or less

1. ➤prepare simpler accounts that meet statutory minimum requirements
2. ➤send only your balance sheet with less information to Companies House benefit from the same exemptions available to small companies

2.3 Small Companies

Audit exempt filtered accounts, Companies House (CH) version of accepted accounts which every limited business must file in 9 months from the last date of accounting period. Audit exempt full accounts (with filtered accounts option) if the directors wish to present full accounts to the Companies House (CH) then Zero One Consultants can arrange this for the business. Companies House (CH) and HM Revenue & Customs (HMRC) considers your business as small business if the business satisfies the criteria below; Company will be ‘small’ if it has any 2 of the following:

1. Turnover of £10.2 million or less
2. £5.1 million or less on its balance sheet
3. 50 employees or less

If your company is small, Companies House (CH) allows you to submit filtered accounts to Companies House. Filtered accounts are made up of the balance sheet from your company’s statutory accounts, along with any notes.

1. ➤The balance sheet must have the name of a director printed on it and must be signed by a director
2. ➤Sending filtered accounts means less information about your company will be publicly available.

3. Change of Accounting Reference Date (AA01)

If the business decides to change their Accounting period end date, either shortening the period or extending the period.

4. Change Registered Office and Location of Company Records

When you wish to change your business address/s, you must inform Companies House (CH) for the change/s. If the business has two addresses in use, a company registered address which is only used for registration purposes (it may be head office address for different group companies) and a physical trading address (warehouse or store or shop/s etc.) whichever address is changed a limited business must inform Companies House (CH) about the change. HM Revenue & Customs (HMRC) Corporation Tax Services (CT) takes the update from Companies House (CH), there are still other HM Revenue & Customs (HMRC) departments which have to be notified in writing like Value Added Tax (VAT) and Pay As You Earn (Pay As You Earn (PAYE).

4.1 Change of Registered Office Address (AD01)

If there is a change in your registered office address, not the trading office address if there are two different address in use this will be updated on Companies House (CH) records. This is the principal address Companies House (CH) has for you in their system. This is most of the time address you provide at the time of company registration.

4.2 Notification of single alternative inspection location (SAIL AD02)

If you are using a different trading address, you will be providing this address as well to Companies House (CH). This is not a legal requirement and is only discretion of the business. There is also only one sail address allowed. The legal requirement is company registered address only.

4.3 Notification of location of company records to the single alternative inspection location (SAIL AD03)

If there is a change of sail address, then this procedure will be followed to inform Companies House (CH).

4.4 Change of location of company records to the registered office (SAIL AD04)

If business is withdrawing the sail address and only intend to use one address, then this procedure need to be followed.

5. Appointments, Changes and Removals – Director/s & Secretary/s

This is one of the most important and serious issue in not only Companies House (CH)’s compliance work but also the operational activities of the business. If you remove someone by mistake or someone get themselves appointed on your company house register, in either case, it can cause you some serious problems. You should always take a professional opinion about the suitability of your prospective director or secretary.

5.1 Appointment of Director (AP01)

During your course of business if you need to appoint another individual director, then this procedure will be followed.

5.2 Appointment of Corporate Director (AP02)

If you like to appoint another company, e.g. your holding or group company as corporate director, then this procedure will be applied.

5.3 Appointment of Secretary (AP03)

During your course of business if you need to appoint an individual as company secretary, then this procedure will be followed.

5.4 Appointment of Corporate Secretary (AP04)

If you like to appoint another company, e.g. your holding or group company or Zero One Consultants as corporate secretary, then this procedure will be applied. This is the whole idea of Trusted Management Services (TMS) delegated to Zero One Consultants, where we take over all your responsibilities.

5.5 Change of Director’s Details (CH01)

If your director has anything changed in his/her circumstance, name or surname, address or any other personal details, then you must inform Zero One Consultants, and if we are appointed as Trusted Management Services (TMS) provider, we will do this for you.

5.6 Change of Corporate Director’s Details (CH02)

If your corporate company director has anything changed in their business circumstance, name, address or any other business details, then you must inform Zero One Consultants, and if we are appointed as Trusted Management Services (TMS) provider, we will do this for you.

5.7 Change of Secretary’s Details (CH03)

If your company secretary has anything changed in his/her personal circumstance, name or surname, address or any other personal details, then you must inform Zero One Consultants, and if we are appointed as Trusted Management Services (TMS) provider, we will do this for you.

5.8 Change of Corporate Secretary’s Details (CH04)

If your corporate company secretary has anything changed in their circumstance, name, address or any other business details, then you must inform Zero One Consultants, and if we are appointed as Trusted Management Services (TMS) provider, we will do this for you.

5.9 Termination of Appointment of Director (TM01)

If you wish to remove any, corporate or individual director then Zero One Consultants will perform these procedures for you.

5.10 Termination of Appointment of Secretary (TM02)

If you wish to remove any, corporate or individual secretary then Zero One Consultants will perform these procedures for you.

5.11 Provide Your Directors’ Information on The Public Register (EH01)

Should you want to provide your director/s detail on the public register for everyone’s access, then these protocols will be provided for your concern by Zero One Consultants. This discloses the full date of birth of your director/s on the public records. If Zero One Consultants is appointed to do your Trusted Management Services (TMS) Zero One Consultants will be keeping this register in our records unless otherwise, you choose to elect this protocol.

5.12 Provide Directors’ Usual Residential Address Information to The Public Register (EH02)

Should you want to provide your director/s detail on the public register for everyone’s access, then these protocols will be provided for your concern by Zero One Consultants. This discloses the full residential address/s of your director/s on the public records. If Zero One Consultants is appointed to do your Trusted Management Services (TMS) Zero One Consultants will be keeping this register in our records unless otherwise, you choose to elect this protocol.

5.13 Provide Your Secretaries’ Information on The Public Register (EH03)

Should you want to provide your secretary/s detail on the public register for everyone’s access, then these protocols will be provided for your concern by Zero One Consultants. This discloses the full details of your company secretary/s on the public records. If Zero One Consultants is appointed to do your Trusted Management Services (TMS) Zero One Consultants will be keeping this register in our records unless otherwise, you choose to elect this protocol.

5.14 Provide Your information of People with Significant Control (PSC) on The Public Register (EH04)

Zero One Consultants will use this form to elect to keep information about people with People with Significant Control (PSC), relevant legal entities (RLEs) and other registrable persons (ORP) on the public register if that is what you have elected. If Zero One Consultants is appointed to do your Trusted Management Services (TMS) Zero One Consultants will be keeping this register in our records unless otherwise, you choose to elect this protocol.

5.15 Provide Your information of your members on The Public Register (EH05)

Zero One Consultants will use this form to elect to keep information about your members on the public register if that is what you have elected. If Zero One Consultants is appointed to do your Trusted Management Services (TMS) Zero One Consultants will be keeping this register in our records unless otherwise, you choose to elect this protocol.

5.16 Provide Your information of your members on The Public Register (EH06)

Zero One Consultants will use this form to keep information about your members up to date on the public register if that is what you have elected. If Zero One Consultants is appointed to do your Trusted Management Services (TMS) Zero One Consultants will be keeping this register in our records unless otherwise, you choose to elect this protocol.

6. Persons with Significant Control

This is a very important and sensitive issue since 06 April 2016. This legislation was introduced to trace out the actual owner of the business. This section consists of multiple combinations of different statements, which needs to be selected carefully reflecting the true nature of control your shareholder/s, stakeholder/s or company director/s or secretary/s have in the business.

6.1 Notification of A Person with Significant Control (PSC01)

Depending on the nature of significant control a person holds, these procedures will be applied to notify Companies House (CH), reflecting the true nature of control of the individual/s.

6.2 Notification of A Relevant Legal Entity (RLE) with Significant Control (PSC02)

Depending on the nature of significant control a Relevant Legal Entity (RLE) holds, these procedures will be applied to notify Companies House (CH), reflecting the true nature of control of the legal entity/s.

6.3 Notification of an Other Registerable Legal Person with Significant Control (PSC03)

Depending on the nature of significant control an Other Registrable Legal Person (Legally Registrable Person) holds, these procedures will be applied to notify Companies House (CH), reflecting the true nature of control of the Legal Person (Legally Registrable Person)/s.

6.4 Change of Details for Person with Significant Control (PSC04)

When there is a change in the details of a person with significant control, then Zero One Consultants will be providing you these protocols to follow.

6.5 Change of Details for Relevant Legal Entity (RLE) (PSC05)

When there is a change in the details of a Relevant Legal Entity (RLE) with significant control, then Zero One Consultants will be providing you these protocols to follow.

6.6 Change of Details for Notification of an Other Registerable Legal Person (PSC06)

When there is a change in the details of an Other Registerable Legal Person with significant control, then Zero One Consultants will be providing you these protocols to follow.

6.7 Notice of Ceasing to be Person with Significant Control (PSC07)

Once a person, “Individual, Relevant Legal Entity (RLE), Other Registrable Legal Person (ORP)”, decides not to be a person with significant control any more these set of signed forms will be provided to Companies House (CH) for cessation purposes.

6.8 Notification of a person with significant control (PSC08)

Zero One Consultants may use this form to tell Companies House (CH) about an additional statement noted in the PSC register.

6.9 Update of Statement/s for Person with Significant Control (PSC09)

Zero One Consultants may use this form to tell Companies House (CH) about an update to a People with Significant Control (PSC) statement.

7. Share Capital (SH01)

Issuing new shares, share capital extensions, are not as simple and straight as you may think. This is the shareholding of your company, the ownership of your company. If you issued shares to someone without knowing the consequences of the matter, then you may be risk of losing your company. Similarly, you may issue a wrong class of shares or wrong number of shares or a wrong total amount of shares, how much you need to have as paid-up capital and how much as unpaid capital.

1. Different classes of shares that can be issued as

a. Ordinary shares

These types of shares carry no special rights or restrictions. They come after preference shares about dividends and return of capital but carry they do carry voting rights (usually one vote per share). Different companies issued different classes of ordinary shares like “Ordinary Shares A”, “Ordinary shares B”. The object of creating different classes of ordinary shares are creating different levels of prices, voting rights, dividends and other connected privileges. In some cases, different classes of ordinary share may be of different nominal values, for example, there may be £1 Ordinary shares and £0.01 Ordinary shares. If each share had the right to one vote (and assuming the shares were issued at their nominal value), then the £0.01 Ordinary shareholders would get 100 votes per £1 paid while the £1 Ordinary shareholders would get 1 vote for paying the same amount. That is why Zero One Consultants stresses on the issue to take a professional advice before issuing shares.

b. Deferred Ordinary Shares

A company can issue deferred ordinary shares, the object of these shares are they will not be paid a dividend until all other classes of shares have received a minimum dividend. Subsequently, they will usually be fully participating. On a winding up, they will only receive something once every other entitlement has been met.

c. Non-Voting Ordinary Shares

Voting rights on ordinary shares may be restricted in some way, e.g. they only carry voting rights if certain conditions are met. Alternatively, they may carry no voting rights at all. They may also preclude the shareholder even attending a General Meeting. In all other respects, they will have the same rights as ordinary shares.

d. Redeemable Shares

The term and right of redeemable shares give the issuing company the option to buy them back in the future; occasionally, the shareholder may (also) have the option to sell them back to the company, although that’s much less common. The option may be available at or after a specific date, between two dates or be effective at any time once the shares are issued. The redemption price is usually the same as the issue price but can be set differently; they may be set at a high price to invite investors to earn some profit if they want to return the shares at an agreed date or time. A company can only redeem shares out of profits or the proceeds of a new share issue. This may restrict but not necessarily its ability to redeem shares even if the directors would like to exercise the option; the business must be profiting to redeem. If a company chooses to have redeemable shares, it must also have non-redeemable shares in issue. A full share capital made up of all the redeemable shares is not allowed, and the company must have a non-redeemable share capital in issue as well.

e. Preference Shares

As the name shows they have a priority over the ordinary shareholders, they also have a right to receive a fixed amount of dividend every year. These dividends are received ahead of ordinary shareholders. The amount of the dividend is usually expressed as a percentage of the nominal value. Say a £1 preference share issued may earn a 5% annual dividend of 5p. The full entitlement will be paid every year unless the distributable reserves are insufficient to pay all or even some of it. On a winding up, the holders of preference shares are usually entitled to any arrears of dividends and their capital ahead of ordinary shareholders. Preference shares are usually issued on non-voting basis or only have vote when their dividends are in arrears.

f. Cumulative Preference Shares

Originally if the company has not differentiated between preference shares and cumulative preference shares, then they are normally classed as same. It is common practice that companies issue both cumulative and non-cumulative preference shares side by side, but a distinction needs to be made. If the dividend is missed or not paid in full one year or so on, then the shortfall will be made good when the company next has sufficient distributable reserves to pay its cumulative preference shareholders even over the preference shareholders. It follows that ordinary shareholders will not receive any dividends until all the arrears on cumulative preference shares have been paid.

g. Redeemable Preference Shares

Redeemable preference shares combine the features of preference shares and redeemable shares. The shareholder, therefore, benefits from the preferential right to dividends (which may be cumulative or non-cumulative) while the company retains the ability to redeem the shares on pre-agreed terms in the future.

2. Different prices and different terms

Shares can be issued at a mutually agreed price by management irrespective of any external influence.Loan Capital (debentures), this is a loan agreement where the borrower is usually giving out a charge to lender in his estate to secure the loan for lender. This is very common shareholding and issued by the banks or other lenders to grant finances to business.

8. Change of Name

Should you need, or you decide to change your company name for any reason, and you may have the permission from shareholders by ordinary resolution. You can put your request to Companies House (CH) to change the name of your business. It can be done by putting in an application to Companies House (CH) and searching the availability of name on Companies House (CH) databases. In most of the cases, this is not a complicated issue, but it can be little tricky.

1. 8.1 Change A Company Name (NM01)

In most of the cases, Zero One Consultants will get this document signed by the management of the company and will proceed online for the completion of task.

1. 8.2 Give Notice of A Conditional Change Of Name (NM02)
2. 8.3 Confirm satisfaction of the resolution of change of name (NM03)
3. 8.4 Notify a change of name by means provided for in the articles (NM04)
4. 8.5 Give notice of change of name by resolution of directors (NM05)
5. 8.6 Request to seek comments on change of name (NM06)
6. 8.7 Gain exemption from requirement as to use of “limited” or “cyfyngedig” (NE01)

To find out the full Trusted Management Services (TMS), Zero One Consultants can do for you; you may like to visit the company house website for and to understand the intensity of the matter/s. Assigning all your Trusted Management Services (TMS) to Zero One Consultants will set you free from all the responsibilities. All the repeat services will be performed in the due dates, and ad-hoc services will be arranged as per your instructions.