COVID-19 company requirements – latest guidance

To help businesses combat the effects of COVID-19, the government is issuing guidance on the administrative side of running a business. Here’s a brief overview of the current guidance on Companies House filings, HMRC payments and convening annual general meetings (AGMs).

Companies House

Extend your filing date

Under current legislation, public companies have six months and private companies have nine months to file their accounts at Companies House. If your business has been affected by COVID-19 and your accounts are soon due to be filed, you can apply for a three month extension.

As long as your reason for applying relates to COVID-19, then you should be automatically and immediately granted an extension and avoid the penalties for late filing. Apply online here.

Expect some delays

Companies House are currently putting restrictions in place at their offices and, as a result, there are delays for processing paper documents.

All paper documents should be sent straight to Companies House in Cardiff. Businesses should continue to use the online filing services that are currently available. Until further notice, Companies House has suspended all same day services.

HMRC

Stamp duty update

Stamp duty must now be paid electronically using faster payments, BACS or CHAPS. You must also email HMRC with details of the transactions, rather than sending correspondence by post. Further details of this can be found here.

No more hard copies

HMRC are no longer accepting any hard copy documents. All such documents should now be emailed to [email protected]. HMRC will then issue a letter confirming the relevant stamp duty has been paid, instead of stamping the paper forms. If you’ve already posted documents, consider resubmitting them by email as hard copies are likely to be returned.

AGMs

Holding virtual meetings

Public companies should check their articles to see if they are able to hold AGMs digitally. If not, they may have to amend their articles in order to allow for AGMs to take place over a video or phone conference, in order to comply with current legislation.

Digital meetings virtually impossible?

The government recognises that virtual meetings may present some difficulties and is undertaking a consultation period to establish how such situations should be dealt with. Until further guidance is issued, the Companies Act 2006 and the company’s current articles of association will apply.

The Chartered Governance Institute has therefore issued the following guidance where AGMs are still going ahead:

• shareholders should not attend general meetings while the stay at home measures are in force
• the quorum should be able to be satisfied by two director/employee shareholders, but if the physical presence of more than two is required, the number should be kept to the minimum
• resolutions can be passed by proxy votes and the votes of those in attendance
• proxy forms should appoint the chair of the meeting as proxy.

For more help and advice, please contact Amy Wanless on 0191 211 7978 or email [email protected].