Any accountants or stock brokers in MNworld? Quick question

[Notquitegrownup]

I have a quick question about a stock transfer form, if anyone can help a total beginner . . .

Thanks

If you want the answer, you had better ask the question!

What do you want to know?

Good old MN!

I have a stock transfer form (not sure - is it a standard form which is used?) transferring a share in a company which was newly incorporated. The form is dated on the front, but on the back is a section headed "Form of certificate required where transfer is exempt from Ad Valorem Stamp duty"

This section on the back was also signed and dated, but the date is a year after the date on the front!

(Tricky situation - our solicitors used a Companies Formation Firm to incorporate the company, but didn't pass on the paperwork for 13 months afterwards (during which time, the company was dormant) so either date could be the date of transfer.

I now need to know work out whether the date of transfer is that on the front of the Stock Transfer form, or that on the back to complete the statutory registers/companies house forms etc! Any guesses as to why the two dates are different - is this probably an error, or is it possible for there to be 12 months between the two dates?

I probably need to go back to the Companies Formation people and ask them when they transferred the share, but wanted to clear this question up first.

Huge thanks

The date of transfer is the date on the front.

The back part of the form is just to certify that the transfer value falls below the stamp duty threshold, which it will if it's a transfer for nil value.

Thank you

Do you know/can you make an educated guess as to why it would have taken them 12 months to get the section on the back dated? We are a little confused as to why we received these papers so late and are having to make entries in annual returns over 13 months after something happened.

(And who, outside MN, should we be asking about questions like this? Accountant, solicitor, or other?)

date on the front.
Back should have been signed at the same time - it wasn't because they cocked up, but don't worry about it.
Get an accountant if you need to talk to someone, or a company secretary (but they are often even more pricy).

I'll take a guess.

Not sure what you asked your solicitor to do 13 months ago, but he decided that he could charge you £150 (?) for a company that he paid an agent £25 to set up. It turns out that you didn't need this company after all so he lost track of the relevant documents (most agents send these through as PDF files these days so they were probably attached to an email that was archived off months ago).

One of the documents that company formation agents send is a Stock Transfer Form. This is the document that transfers ownership of the company from them (because they set it up, they own it initially) to you. Once they have signed this STF (and resigned as directors and company secretary), as far as they are concerned they have washed their hands of the company - it is over to you!

Time passes. Everyone has forgotton about all of this. Except Companies House - they recorded the date the company was formed, and 12 months plus 28 days later they expect an annual return. They start writing to the directors and company secretary of the company (I guess that's you) at the company's registered address. If you are lucky, your solicitor gave your address to the company formation agent so you have a chance of knowing what's going on. If you are unlucky, it went to their address and sat in an administrators in-tray for a few weeks while they worked out what to do with it.

So now they have sent it to you, overdue? And you have had to chase them for the papers?

Never mind, even if it is late noone is going to be prosecuted over this. You will have to pay a late filing penalty, £150 or more, and because you do not have time to go through the online filing application process it is going to cost you an extra £15 for paper filing. If your solicitor has caused you this delay, and you fancy a fight, write to them demanding the fine and extra £15 (do NOT delay paying the fine yourself, pay it straight away and get it back from Useless and Crap). If they resist, look out details of their complaints procedure - if they didn't give you this when you originally instructed them, point that out to them too, and ask for a copy. If you don't get satisfaction, take it to the Law Society.

Look for another lawyer, and next time you want to form a company, deal with the agent yourself. Google company formations, there are hundreds (some are better than others of course). You do everything on line, pay with a credit card and a few hours later you have a company.

There are some other things that should have happened since formation - a board meeting dealing with various things for instance. But noone is going to check that this has happened and been properly minuted. I don't think I would be breaking any trade secrets (I am not a lawyer) by revealing that the date that various documents and registers say something happened is not always the date that that thing actually happened.

Don't worry, this sort of thing goes on all the time. Over a third of a million companies are formed in England and Wales every year, and over 150,000 companies are late with their annual returns. You only get prosecuted for persistent or dishonest breaches.

If you want professional advice, go to an accountant. Accountants are (obviously) experts in company accounts, and most have at least a working knowledge of company law (certainly as far as annual accounts and returns are concerned). Solicitors know very little about accounts, and many do not have much practical experience of company law. There is another animal called a Chartered Secretary, who should know just enough about both to be dangerous, but they don't get out much .

But dealing with a dormant company should be really easy (if my wife is reading, yes I know) so save your money and do it yourself. There is an excellent booklet produced by Companies House which tells you everything you need to know to manage a dormat company.

The usual caveat applies to all of this of course - this does not constitute professional advice.

For those that read to the end of my last message, the Companies House advice does not apply to companies which are trading in dormats, carpets or any other type of floor covering. It applies to dormant companies.

whoa - £150 late filing penalty for Annual Return???

Sorry, got a bit carried away there (pass the wine...)

There are of course no penalties for late filing of annual returns.

Thanks CS

Thank you so much. We're getting there.

You were pretty much spot on, Mr V, except that we managed to have the first board meeting and to minute everything properlyish. We just had the outstanding issue of having discovered this stock transfer form, which needed to be registered, and I wanted to get it right.

It all seems so much easier now that we have done it all once. You are right, our solicitor probably made a healthy profit out of us.

One final question. Running the company, managing a small freehold, as directors obviously has some responsibilities/liabilities with it, for which we are ill prepared. Do you know whether lay people can get some training - other than MN(!) - on Health and Safety and other legislation like asbestos managment. We are stumbling across things and working them out as we go, but it all seems rather haphazard, and I like to be better prepared for things if I can.

Thank you both again lots

Oooo, for that sort of company you need Articles designed for the purpose. The problem is that general purpose (Table A) Articles of Association enable 50% plus 1 of the shareholders acting together to do more or less what they want with the company.

There are various ways around this, but the best one is probably to put each share in a class of its own and amend all resolutions to require voting by class. Hopefully, your solicitor made sure this was done - some company formation agents offer Articles suitable for a leashold management company out of the box.

Companies House has specific guidance for Flat Management Companies as well as lots of other useful guidance.

Other useful sites all of which have guidance on Health and Safety legislation etc. tailored to your situation:
www.fpra.org.uk
www.lease-advice.org.uk
www.arma.org.uk particularly this guidance note

lol MrV - I read it and thought "omg how did that come in without me noticing".

Thank you again Mr V. Off to read our articles this weekend to see if the solcitor
did anything right!

"There are various ways around this, but the best one is probably to put each share in a class of its own and amend all resolutions to require voting by class." I may need to come back to you to get clarification on that one! AFAIK, all the shares are ordinary shares.

I wonder if you work for Companies House?! Whilst we have been muddling our way around this, the help desk at CH is staffed by the most sensible, helpful and reassuring people I've come across in business.

No, I don't work for anyone at the moment (open to offers...), hence the ability to spend time on Mumsnet etc.!

I agree, CH staff are very good, as is the documentation on their web site.