Company Secretarial

Our specialised Company Secretarial team stand ready to guide you through the process of company formation, with a tailored and cooperative approach that’s rooted in placing you on the right road to your company’s governance.

We deal with a diverse clientele, advising private limited companies, charities, membership organisations, and we regularly engage with overseas entities. By establishing your requirements and the appropriate legal structure, our client-centric approach enables us to design the optimal way to meet your business needs on a case-by-case basis.

If you have a question, we are available to answer those questions or put you in touch with other advisors if your query is not within our field of expertise.

Company Formation Services

• Incorporation services
• adopting general trading articles of association or model articles
• setting up your statutory registers 
• drafting your company’s first board minute. 
• Post-incorporation, we offer to act as your registered office or Single Alternative Inspection Location (SAIL). In this capacity, we will continue to handle your filings and maintain your statutory registers.

What is Incorporation?
Incorporation is the legal process by which a business is recognised as having its own legal identity separate from its owners and managers. Companies are incorporated once they are registered at Companies House.

Every company which has been incorporated within the UK is registered with Companies House and is required to make filings at Companies House. This includes the annual confirmation statement, director changes, account filings and other notifications about the company. We are able to assist you with these filings other than the accounts.

We can help you by preparing for and drafting minutes of a board meeting, or in the case of sole director companies – a resolution.

What is a board meeting?
A board meeting is a main decision making forum held between a company’s directors. These meetings are presided by a chairperson and must be quorate; the meeting should be conducted according to the company’s governing documents and voting rights must be adhered to. It is a statutory requirement for board meetings to be documented as board minutes, so that a record of decisions reached by the directors is kept and maintained.

Board meetings are required for most decisions affecting a company’s structure, including: appointments, removals and terminations of directors; appointing new shareholders; changing the company’s governing articles; ratifying commercial agreements; and effecting finance related decisions such as debentures and loans, as well as your day-to-day business decisions.

For more detailed information about our service, please feel free to reach out. Our Corporate and Commercial team can provide ad hoc advice on legal technicalities should the need arise.

Our team’s expertise extends to removing, terminating and appointing directors; drafting board minutes and resolutions, and advising on conflicts of interests and directors’ duties.

What is a director?
A director sits at the top of a company’s managerial hierarchy; their role is to maximise the prosperity of the business for the shareholders’ (owners) benefit.

Since directors’ act on behalf of a company, they are responsible for ensuring that the company complies with all applicable laws and regulations. Failure to comply with certain laws and procedures could entail statutory penalties or legal proceedings, which could threaten the company’s future, and thus, the shareholders’ investment. Given this, it is vital that the right people are appointed, they comply with legal formalities, and that any underperforming directors are considered for removal.

Our services :

• Director Terminations, Removals and Appointments.
• Board Minutes and Resolutions: where we ensure decisions are carried out in accordance with legal requirements.
• Conflicts of interest and substantial property transactions: helping directors avoid potential conflicts, discern whether a conflict has arisen and advising on next steps.
• Directors’ duties: explaining how you can abide by these statutory provisions and what they mean.
• Ongoing corporate governance.

Supporting both developers and residents, our company secretarial team provide specialist assistance ensuring the smooth operation of residents’ property management companies.

As part of our incorporation service will set up and incorporate a residents’ property management company, tailored to the needs of the individual sites for a respective developer.

Developer to Residents
After this initial stage, we assist with the handover of the company from the developer to the residents. Ensuring that the process is conducted properly, to ensure the new directors are appointed, the common parts have been transferred to the management company, and the property owners are recorded as the members or shareholders of the company.

Residents Management Services
Post-handover, we can act as the registered office address for the residents’ property management company. Together with the specialist service of assisting the directors with the property management enquiries, and then the registration of transfers when property owners transfer their properties.

Our Services

• Formation of a Property Management Company 
• Creation of the management company’s statutory books
• Handover of the management company from the developers to the homeowners
• Appointing new directors
• Acting as registered office
• Answering replies to enquiries from a new purchaser looking to buy a property connected to the management company
• Transferring shares in the management company when a property is bought or sold.

Every incorporated company must have a registered office address in the jurisdiction in which it is incorporated. Herrington Carmichael’s registered office and SAIL service provides an annual service designed to ease your company’s administrative burden.

Our company secretarial team provide an established registered office address service, operating on an annual subscription basis, to provide peace of mind to company directors by easing their administrative burden.

All companies which are registered in the UK are required by law to keep statutory registers at either their registered office or single alternative inspection location. The statutory registers provide a story of both the historical and the current ownership and directorship of the company. These must contain details of shareholders, directors, people with significant control, charges against the company.

The Economic Crime and Corporate Transparency Bill 2023 has recently received royal ascent, which will result in many of the statutory registers ceasing to become mandatory. Companies will still have to keep a register of members however, the law is not yet in force and for now, companies will continue, by statute, to maintain all their registers. When secondary legislation is approved to bring this part of the Act into force, it will become a commercial decision for company’s to maintain registers such as the register of directors and director’s usual residential addresses as this may still be useful for businesses, especially those with a large number of directors. Our company secretarial team can reconstitute your company’s statutory registers if they have not been kept up to date or if they were never prepared. We can also provide statutory registers at incorporation or make the relevant updates to current registers to show statements or event driven filings such as share allotments, capital reduction and director changes.

Alternatively, we can help to correct past inaccurate filings which have been made so that your company’s records are up to date and accurate.

In acting as your Corporate Company Secretary, we can support the board on visibility of:

• Focusses board oversight, providing clarity on the objectives.
• Creates a framework for delegation of responsibilities and accountabilities for the board.
• Enhances strategy buy-in, with the board being co-creators of the development and executors of strategy.
• Demonstrates board awareness and their consideration of the key emergent risks for the organisation.
• Improves the strategic and operational alignment between the board direction and the company operations thereby creating a strong feedback reporting loop.
• Builds overall board effectiveness with contributions from all board members.
• Ensure that your organisation considers the crucial aspects of corporate governance that will allow your organisation to take advantage of the result achieved through implementing best practice procedures and frameworks.

A residents’ property management company holds and manages the common parts of a development or group of properties for the common good of all the property owners. The property owners contribute to the running of the company through payment of a service charge, and by opting to take office as directors of the company.

As a member of the management company, you either individually, or jointly if your property is held under joint ownership, own a share within the management company that exists to manage the common parts of the your development. Your ownership of a property within the remit of a management company entitles and obliges you to own a share in the company. This share allows you to vote at shareholder general meetings, where issues that relate to your development will be discussed and voted on. This share is attached to your property, and so when you sell your property, the share must be transferred to the next property owner.