Companies House
The R3 Technical Team would like to make members aware of two possible concerns –
(1) Filings
It has come to our attention that Companies House recently rejected Form LIQ03, Give notice of progress report in voluntary winding up, as it included ‘unnecessary material’, which was a notice and details of the future remuneration approval decision. It is unclear whether this is a one off instance or Companies House are taking a new approach to insolvency filings.
R3 are seeking urgent guidance from Companies House as this possible change in approach may lead to the delivery of documents being late. We will inform members immediately upon receipt of any further information.
In the meantime, members may wish to consider removing documents from certain submissions to Companies House that do not form part of the formal notices and reports under insolvency legislation to avoid the possibility of them being rejected until clarification is sought from Companies House. For example, notices of decision procedures where you are seeking a decision from creditors.
Whilst the removal of ‘unnecessary material’ may be linked to the recent decision in Peter Jones (China) Ltd Smith and another (joint administrators of Peter Jones (China) Ltd) v Registrar of Companies, this is unconfirmed. In this case, it was concluded that the Registrar does have discretion to remove ‘unnecessary material’ within the meaning of s 1074 of the Companies Act 2006. Members may wish to familiarize themselves with the decision. A summary can be found here.
If members experience the rejection of Forms by Companies House because the filing included ‘unnecessary material’, please can you inform the team here.
(2) Termination forms (TM01/LLTM01)
The team have seen sight of an email from Companies House to a liquidator of a company advising that Companies House has a duty to maintain the company register in as up to date condition as possible and it had come to their attention that an appointed director had been recently disqualified. Companies House then proceeded to ask the liquidator to submit the relevant form TM01/LLTM01 to ensure public register is as up to date as possible as it serves the interests of both the business community and the general public.
Furthermore, Companies House asked the liquidator consider updating the person of significant control (PSC) register for the company, if the director was a registered person.
Once becoming aware of the above, the team made contact with Companies House to seek clarification whether this is a new policy implemented by Companies House. Whilst we expect the percentage of companies R3 members deal with that have disqualified directors to be relatively low; we do understand this will incur additional costs and time.
Companies House are waiting a response from their legal team in this matter and intend to update the team shortly.
New RP14A Form
Dear IP, issue 121 announced a new RP14A form is to be used from 19 February 2021. After this date, previous versions of the RP14A will not be accepted.
The introduction of the new form is as a result of a legislative change in the reference period for holiday pay claims. The period changed from 12 weeks to 52 weeks and applies to all employees with variable pay. Further details about this change can be found in Dear IP, issue 107.
The updated form is now available to download and can be found here.
Dear IP, issues 107 and 121 can be found here.