In a recent email Companies House warned company owners to ignore a letter purporting to be from Companies House.

Basically, the letter claims you need to make payment for Enhanced Web Filing Access.

This is a scam letter. Do not follow any instructions in the letter.

If you want to report receipt of the letter you can follow the guidance on the gov.uk website. The link is https://www.gov.uk/guidance/reporting-scams-pretending-to-be-from-companies-house?utm_content=&utm_medium=email&utm_name=&utm_source=govdelivery&utm_term=

More generally, if you receive any emails, letters or phone calls that ultimately request payment, or your bank details, they are likely to be fraudulent.

Please contact the authority that is purported to be sending the communication, but ignore any contact details on the letter, email or call, and instead find the published contact information, in most cases on the GOV.UK website.

Or call our office…

Most small companies are set up with a number of Ordinary shares, let’s say a 100 shares in this example.

If there are two equal shareholders, John and Mary, they would each receive 50 shares.

In most cases, the rights of the ordinary shares – in this 50:50 example – would entitle the shareholders to receive equal amounts of any declared dividends, equal voting rights and an equal share of any disposal proceeds if the company was sold via a share sale.

So far so good. But what if the shareholders wanted to vary these rights but still retain their 50% shareholding? For example, what if Mary wanted to reduce her involvement in the business and take a lower dividend? If the present arrangement was to take £2,000 a month each in dividend payments and the new arrangement was for Mary to have a reduced payment of £1,000 and John to continue taking £2,000, this would not be possible without setting up a complicated dividend waiver arrangement and risking challenges by HMRC under the settlements legislation.

A much simpler way to deal with this issue is to reclassify the shareholdings so that Mary would have 50 A Ordinary Shares and John have 50 B Ordinary shares. The rights attached to each share class could maintain the equal voting rights and equal rights to participate in any business sale but allow for variable dividend rights.

In this way the two shareholders could accommodate an unequal dividend payment without the need for complex dividend waivers or the risk of triggering the settlements legislation.

These A, B, C, D, share classifications are particularly useful if parents want to involve their over 18s children in the business, don’t want them to have voting rights but do want them to receive dividends.

If you think this type of arrangement would suit your future plans please call so we can discuss your options.

In the latest of new legislative changes that have granted Companies House new powers, the Registrar has turned it’s attention to the registration of company names. Here’s what they have announced on this topic:

“We’re running stronger checks on company names which may give a false or misleading impression to the public.

This will help us improve the accuracy and quality of the data we hold and help tackle the misuse of company names.”

The new powers explained

Companies House can now reject an application to register a name where they have reason to believe:

• the name is intended to facilitate fraud;
• the name is comprised of or contains a computer code; or
• the name is likely to give the false impression the company is connected to a foreign government or an international organisation whose members include two or more countries or territories (or their governments).

They can also direct companies to change their name. If a company fails to change its name within 28 days, Companies House can determine a new name for the company, for example, changing the company name to its registered company number.

They can also suppress a name from the register while a company responds to a direction to change its name

The new powers have teeth

If a company does not respond to a direction to change their company name within 28 days, an offence is committed.

It is also an offence to continue using a company name that Companies House have directed to change

The Company Names Tribunal continues to be responsible for considering objections to the use of a name which is:

• the same as an existing name in which another person has goodwill; or
• sufficiently similar to that name that it is likely to mislead.

If you receive a directive to change your company name

If by chance you receive correspondence from Companies House regarding your company name do not ignore the correspondence.

Let us know and we will help you reach an amicable solution with the registrar.

Don’t forget, if your name is changed, you may need to change a range of data, including:

• Your company email addresses and URL
• Bank Account names
• Data protection registration
• VAT registration
• HMRC registration details
• Payroll details
• Contracts of employment
• Your website
• Stationery
• Contracts
• Advertising campaigns
• Social media accounts

Recent legislation changes have been made which affects how the Court Funds Office (CFO) holds dormant funds. From 1 June 2024 any account that has been held dormant within the CFO for 30 years or more will be surrendered and any future right to claim the funds will be extinguished. Funds are classified as dormant if they have been held by CFO for an extended period, with no activity on the account, and any efforts to trace the intended beneficiary have been unsuccessful.

There is now less than one month remaining to claim funds that have been held dormant by CFO for 30 years or more before the funds will be surrendered and any future right to claim will be extinguished.

Following this initial deadline entitled people will still be able to claim any account that has been held by CFO for less than 30 years as normal, but any account that subsequently reaches 30 years of dormancy will be surrendered on the date that this milestone is passed.

What are dormant funds?

There are a range of reasons why CFO hold funds including, but not limited to, the following:

• damages that were awarded to children as a result of civil legal action in a county court in England, Wales, or the High Court of Justice;
• assets belonging to people who lack capacity to manage their own financial affairs and where the Court of Protection has appointed someone else to do so; or
• pending settlements of civil court action, or on behalf of dissenting shareholders, widows, and other clients.

If you believe that you, or someone you are responsible for, may be eligible to claim an account held by the CFO for 30 years or more then the time to act is now.

How to make a claim

You can search the online database on GOV.UK. Alternatively, you can contact CFO enquiries direct. The online database will contain information such as the case name, the date the account was opened as well as the final date when the account will be eligible to claim.

If you are successful in locating an account which you believe you are eligible to claim through the online database, you will be directed to contact the Court Funds Office. CFO will then direct you to the relevant court to make a claim, if you can provide evidence which links you to the account.

If you submit a claim to the relevant court for an account which is within 12 months of the last claim date shown on the online database, you must then inform CFO. This will allow CFO to ensure that any accounts with ongoing claims will not be surrendered. You will need to provide the title of the account, court case number, account number and the date you submitted the claim to court. This information should be provided via email to UCM-claiminprogress@cfo.gov.uk or by phone to CFO on 0300 0200 199.

Trivial benefits are small gifts or perks given to employees that are exempt from tax and benefit reporting obligations. But bosses must adhere to certain conditions, such as a cost limit of £50 per employee – or the average cost per employee if provided to a group of employees.

Additionally, the benefit cannot be cash or a cash voucher, and it cannot be provided in recognition of particular services performed as part of an employee's normal employment duties or as a reward.

Providing these conditions are met, the benefit is exempt from tax and reporting obligations. However, if any of the conditions are not satisfied or if the cost of the benefit exceeds £50, the whole amount will be taxable rather than just the excess.

For employees who are not directors or stakeholders in the business, there are no limits on the number of gifts you can make in this way

Director/shareholders beware

However, if you are a director or stakeholder in the business there are limits on the number of gifts that can be made.

For example, if you are the director of a ‘close’ company – a limited company that’s run by five or fewer shareholders – the exemption is capped at a total of £300 in the tax year.

Examples of trivial benefits include:

• taking a group of employees out for a meal to celebrate a birthday
• buying each employee, a Christmas or birthday present
• flowers on the birth of a new baby
• a summer garden party for employees

What else is non-taxable?

Other non-taxable benefits that can be provided to employees include payments for business mileage in an employee's own car, employer payments into a registered pension scheme, medical treatment to help an employee return to work, and meals provided in a staff canteen.

Workplace nursery places for the children of employees and childcare vouchers (if entered into the voucher scheme prior to October 2018) are also non-taxable benefits, as are removal and relocation expenses up to a maximum of £8,000 per move, or use of a pool car.

Expenses that are paid or reimbursed by employers, as long as they were incurred entirely for business purposes, are also exempt from tax.

Trivial benefits and other non-taxable benefits can be a good way for employers to incentivise employees while also being tax-efficient. However, it is important to ensure that the conditions for exemption are met and that any benefits provided are reasonable and not excessive.

If you are in any doubt, speak to us to ensure you are complying with all relevant regulations and guidelines.

Please call of you would like to discuss the implementation of this relief for your business.