Coronavirus - Companies House and HMRC relax filing requirements
Companies House and HMRC have reacted to the disruption caused by the latest Government lockdown announcements in response to the Coronavirus pandemic - and the reality of many businesses needing to work almost exclusively online - by adapting some of their standard practice in key areas.
These measures represent good news for companies needing to process routine filings, as well as for those looking to complete transactions and finalise post-deal administration.
3-month extension for filing accounts at Companies House
In normal circumstances there is an automatic penalty for failure to file company accounts on time. From 25 March businesses can apply for a 3-month extension. If Coronavirus (COVID-19) is given as a reason, the extension will be granted. Businesses will need to apply to Companies House before their accounts filing date has passed to take advantage of this (which should take no more than 15 minutes) as the extension will not be automatic.
Point to Note: Companies who have brought forward or changed their accounting reference date may not be covered. If you think this affects your business, Michelmores' Company Secretarial team can assist with queries.
Company Filings at Companies House
All Companies House offices are closed apart from Cardiff, where restrictions are in place, so all filings should be submitted online using the Companies House portal.
Same day services are suspended until further notice.
Companies House will still accept paper registrations, with the date of registration being the date the documents are received. It is best practice to send a copy covering letter with any documents so that Companies House can stamp and return it as proof of safe receipt. However, the filing history will not be updated until normal service resumes.
The exception to this is the SH03 (where the company is purchasing its own shares as part of a share buyback) which can now be emailed to HMRC (see more below). Companies House will accept and register an unstamped SH03 form if it is accompanied by the letter from HMRC confirming the duty paid. The letter will not appear on the public register.
Signature of stock transfer forms and Stamp Duty payments to HMRC
HMRC has introduced temporary changes to filing stock transfer forms and SH03 forms. HMRC will now accept electronic signatures on stock transfer forms, which must be emailed and payment made by online bank transfer (not cheque). This is a radical departure, as previously, the unwillingness of HMRC to accept e-signature of these documents was one of the problem areas when looking to complete a transaction remotely using electronic signing.
Any forms or cheques posted will not be processed until the temporary measures end (no date has been announced). In circumstances where paper forms have already been submitted, HMRC recommends resubmitting recent forms by email together with evidence of the payment already made. Instead of stamping an SH03, HMRC will issue a letter confirming the duty paid, which should be submitted to Companies House.
Virtual or remote General Meetings
The Companies Act 2006 permits virtual meetings, and there are a variety of e-voting platforms which mean that shareholder meetings can continue to take place during lockdown or where members are in isolation. Companies should check their articles to make sure they permit the use of technology for serving notices, holding meetings and voting. It will be important to ensure that the notice is valid, and there are various other issues to consider which are set out in more detail in our article on virtual shareholder meetings and electronic voting.
The emphasis of each of these changes is on keeping businesses moving despite the seismic shifts of the last few weeks.
If you would like to discuss any of the issues raised in this article, or have other concerns about the impact of Coronavirus, please contact Caroline Lavis, Senior Associate and Head of Michelmores' Company Secretarial Services team.
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This article is for information purposes only and is not a substitute for legal advice and should not be relied upon as such. Please contact our specialist lawyers to discuss any issues you are facing.