As we look at the rules that have changed, it has also been reported that a well-known business in the UK (even the writers of this article have been customers of the business) has been under the spotlight for a misfiling.

Introducing measures in accuracies of Companies House Filings.

Improving the accuracy of the Companies House register has become a priority for Companies House due to the recent increase in the cases of misfiling or errors filed by companies.

One recent example is Shein UK, which has been reported as having breached company law by listing Roadget Business Pte Ltd, which is based in Singapore, as its PSC (person of significant control) and not an individual.

UK Companies are legally required to declare to Companies House the person with significant control. In some cases, another company can own the shares but it is necessary for the ultimate owner to be traceable. In the event that the company that owns the shares is registered outside of the UK then the UK company must include the ultimate beneficial owner individual as the PSC.  

It is essential for companies to adhere to these regulations to maintain transparency and accountability in their operations.  The Economic Crime and Corporate Transparency Act 2023 aims to ensure that companies make accurate filings.

Recent changes to UK Company Law

In March 2024, the first measure under The Economic Crime and Corporate Transparency Act 2023 was implemented. The following changes were introduced:

• All companies are now required to provide a registered email address;
• Company registrars have the authority to request information and supporting evidence;
• Companies must have appropriate registered office address;
• Strict measures are in place to verify company names and address any inaccuracies;
• Directors must confirm that their company will operate lawfully and disclose its intended future activities to be lawful on the confirmation statement.

If you are unsure of your obligations under the new laws applying to your company and its compliance with them please contact our experienced Corporate Commercial team.

Article written by Corporate Commercial Paralegal Ann George.

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Whilst it can be a more cost-effective way of running the company, as businesses seek funding to establish themselves or grow further if they are fortunate enough to have an asset (like a property) to secure borrowed funding against, model articles are a standard template and are often required to be amended by lenders wishing to reduce risks associated with lending. The requested amendments can be a multitude of things, some common requested amendments have been changes to the provisions regarding the number of directors required or the rights of the directors.

Recently, the amendments to the articles of association requested by lenders have required that the constitution of a company include that the company has the power to borrow monies, grant mortgages and own property. Whilst to a Corporate Lawyer a company as a separate legal person (an entity) has the capacity to enter into agreements, handle monies and own property, some lenders have required that the articles of association contain a confirmation that the company is able to do so.

The requirements of lenders have to be met in order for funding to be obtained. If you are considering borrowing funds, restructuring your asset ownership or moving forward with acquisitions or other transaction, you may need to amend your articles to ensure that matters progress smoothly. There can be serious consequences if you do not follow your articles of association.

If you aren’t sure about your articles of association and/or your obligations, it is always worth seeking legal advice to make sure you are on the right track and to prepare amendments if you need them.

Contact us for assistance. The corporate / commercial department at BTTJ advises businesses across all sectors, from long-established companies to enterprises that are just starting up.  Our team consists of commercial and corporate law solicitors with extensive expertise – and the experience required to adopt the right strategy in every situation.  

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Please note that this is just a simple summary of what has been announced, some of which involves tax, Brindley Twist Tafft & James are not tax advisors and do not provide tax advice, if you have any questions regarding the tax liability implications, please speak to your tax advisor. Any reference to any form of tax is not intended to advise but provide additional information.

The government has announced funds for house building projects, which although have been highlighted as in specific areas may mean more business in the housing development sector.

Relating to property, the Chancellor announced that it is intended that the Multiple dwelling relief on Stamp Duty Land Tax will end but there will be a reduction in the Capital Gains Tax payable on the sale of property which is not the person’s home.

For employers, National Insurance contributions have been reduced by 2% starting from 6^th April 2024.

It has also been announced that the Covid era government loan scheme has been extended.

The Chancellor announced further funds to be injected into a fund for green energy projects and funds for high tech industries such as electric cars. The intention being to encourage the uptake of green energy projects (some of which we have written about before Renewable energy – a short look at what could be the future | Brindley Twist Tafft & James (bttj.com) across the country moving towards a greener future.

In addition to the additional funding for green energy and high-tech industries, further monies have been allocated to assist in moving to the next phase in development of a new nuclear reactor.

This has been a focus on the effects for businesses that the new budget has brought, naturally there were other announcements which could affect individuals and families more than businesses.

If you wish to speak to a member of our Corporate Commercial team to discuss moving forward with your business plans in light of the new budget, please do not hesitate to contact us.

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It isn’t often that we can provide an example of why you should always be careful of what terms you contract with. However, I have recently come found an example on why you should ensure you read your terms.

“As part of a gift, I received a copy of a new game for my console from a well known studio. As part of the initial set up of the game on the console, I had to configure the brightness setting with the advice being generally being to set it so that the text was barely visible. Against the settings suggestion, I set the maximum level of brightness, what was revealed was a joke set of terms potentially selling my person and likeness to an in-game character corporation with a poor record on respecting the rights of individuals.

Naturally it was a joke, such a contract would not be enforceable in England (but it did provoke my brain to think about it for a few minutes) and not without hesitating and actually pressing the button to go back I proceeded with setting the brightness and playing the game.”

The terms, whilst clearly a joke, highlight why it is important to review the terms you are about to agree to and if you are unsure, to take legal advice before proceeding. In many cases it could easily be a set of terms with an unfavourable limitation of liability clause or including an indemnity for risks that you may not agree with.

There are also the pitfalls of whom a contract is with, for example, a consumer customer triggers different requirements and rights by law such as the 2-week period in which they can change their mind and cancel the contract between you or the different additional rights consumers have in relation to the return and/or refund for products.

It is important to carefully review the terms of an agreement you are about to enter into as a business and make sure you understand what it is that is required of you in the contract. Although contracts may tend to come under scrutiny only really for performance when a court is involved, good practice is to know your contracts and what you are agreeing to.

If you are a business and require assistance in drafting contracts or dealing with terms and conditions, please contact our specialist Lawyers in our Corporate Commercial team.

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“Dear Father Christmas,

I write as you are a supplier of toys, presents and (where necessary) coal to my family.

I will need a report into your environmental policies especially sustainability, how you intend to lower your use of coal (whether that’s using the coal to power your elves’ workshop or for the naughty list) in the long run.

Your carbon footprint is my main concern when all is said and done.

As you know the intention is, by 2030, have the country at net zero.

If you can’t report on this then you cannot be my hero.

Yours sincerely

Joseph B Loggs”

Father Christmas sat there scratching his head in a bit of a flummox.  “Net zero, environmental reporting – What is this?” he asked, even the Elves’ book keepers did not know!

He picked up the phone to his helpful lawyer from days past. “Please help me and fast”.

“Of course Father Christmas, although your operation may not be massive” replied the lawyer “with ESG reporting your involvement may not be passive. You may get questions and enquiries from others, please come to my office and I will assist.” He continued.

As we proceed through the festive period and into the new year, businesses may find themselves being asked by those they supply to about their policies on environmental and social issues whether that be sustainability, reducing your carbon footprint or how you have sourced your materials. There are requirements on many businesses to report on these topics as part of their financial reporting.

If you are at any time not sure what you could or should do (or have in place) please contact our expert Corporate Commercial team at BTTJ who will be happy to discuss your business and how you can look to ensure that going into the new year you can provide answers to such questions.

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With many financial institutions offering ‘New Business’ start up accounts (compare some start up accounts here) & despite the doom & gloom of 2022; a recession is seen by some business leaders as the perfect time to start a new business – as Winston Churchill once said “Never let a good crisis go to waste.”

There is of course a lot to think about, what your business will be? Where you’ll be located? Will you employ staff?

Our previous blog article “Going into business for yourself” explains the legal side of potential ways a person may structure that step forward into business ownership.

Contact our experienced Corporate & Commercial team if you require any further advice.

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If a product is supplied and payment is not received, you may need to begin proceedings to recover those monies. There are always variables affecting the speed by which you can obtain payment or whether you are able to recover your money. What can a business do to make sure they’re in a stronger position to obtain their payments.

Who are you contracting with

Before you begin supplying a product or service to a new customer, it is important you make sure you know who you are contracting with and their details. For example, are you contracting with an individual or a company? You will need an address, in the case of companies a trading address is more useful.

In some cases, many companies are part of a larger group of companies where the names of the differing companies as part of the group contain the same name but in different variations. You can easily believe you are contracting with the parent holding company and in reality you have contracted with another part of the group.

It is therefore best to know exactly who(or what ) you are about to supply goods or services to before you begin.

Ensuring payment

When confirming who you are going into business with, it is possible to take the opportunity to assess whether you need to take steps to make sure payment will be made. In the case of contracting with a company when looking at the company’s details at companies house, you are able to look into further details such as when the company was incorporated, whether any of their assets have been used to secure loans/mortgages and their accounts.

By looking at the accounts filed at companies house you should be able to assess whether you need to include a personal guarantee for payment from a director or (in the case of a group company) if you want to ensure you contract with someone/something else. There are always options to try to make sure you receive the payment your business needs.

A written contract  

In many cases, terms and conditions are used to set the terms by which a business contracts. To ensure your terms are utilised, you would need to win what is known amongst lawyers as “the battle of the forms” the general rule is that the last terms served on a party when a contract is brought into existence are the ones that will be used.

In many cases, business is conducted verbally and concluded in a method not unlike a handshake, whilst this is convenient for many (less red-tape, less hassle) it can cause difficulties in the longer term, whilst a written contract sets out its terms that can be referred to by its parties and lawyers, a verbal contract is more complicated to establish.

If you need advice on commercial or corporate law or in the event of a commercial dispute please contact our expert team for more information

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A former newsagent, the shop has been trading in the village of Bishops Itchington for over 20 years however when local residents Orlaith and Bee purchased the freehold and took the reins last October, they wanted to develop its offering. 

Following an extensive renovation, the shop which still operates as a newsagent delivering 400 papers a day, has increased its offering massively to include a deli, café and gift shop.  It also has an alcohol licence and local artists even have the opportunity to display and sell their work.

Whilst both Orlaith and Bee have always been actively involved in the community, running a shop is a far cry from their existing careers.  Orlaith has been a Social Worker for the last twenty-five years and Bee was a mother and baby foster carer with a history of working in sales and marketing.

So, getting the right advice for their new venture was absolutely vital.  Not only were they purchasing both a property and business, they also were entering into a partnership each of which were individual transactions which had to be managed in tandem to ensure the process was seamless.

Alex Khan explained: “In the purchase of any business there are a number of different elements to consider and processes to conduct.  These include due diligence of the current business, checking accounts and appropriate warranties and indemnities – a factor which is often overlooked.  The preparation of the sales and partnership agreements is also key to ensure they included the necessary elements to protect both properties.  Equally important was the property purchase to ensure the business could continue to trade as planned.”

Knowing that BTTJ had recently moved to Southam, just 10 minutes from Bishops Itchington, and had a strong commercial expertise, they turned to us to assist them in ensuring the transaction ran smoothly.

Orlaith commented: “We knew we required a commercial service but also wanted to use a local firm, so they were close at hand and provided the personal touch.  BTTJ fit the bill perfectly and the fact that they had the necessary commercial expertise and were on our doorstep made them an obvious choice.

“Both Senior Partner Samantha Wright, Partner Alex Khan and their respective teams supported us throughout the transaction, which had the added challenge of being conducted in lockdown.  Nevertheless, we completed on time, and they provided us with the necessary advice throughout to ensure the acquisition process was seamless.  We couldn’t have asked for a better partner.”

Orlaith and Bee are now looking to the future with plans in the pipeline to hold private events. Further job opportunities are also available for a variety of roles including one permanent, three-four casual staff and another delivery driver to support the business as it continues to grow.

Samantha Wright, Senior Partner of BTTJ & Commercial Solicitor stated: “It is so gratifying to see a business like The Village Store grow and prosper and we are delighted to have played a part in their success.”

Orlaith continued: “We are delighted with the way The Village Store has taken shape.  It is beginning to thrive and becoming a social hub within the community which was one of our primary objectives.  We are still brimming with ideas and are just so grateful to BTTJ for providing us with the advice and support which has made this all possible.”

Our expert Commercial Property & Corporate / Commercial team can assist with all aspects of Commercial work, contact us for more information

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In the latter of the two options set out above, there is no requirement for the new owners to inform the current customer base that the company is under new ownership. As the new owners seek to put their own stamp on the company, there may be some changes to how it operates and their policies.

You may find yourself thinking “I’m not happy with these changes what can I do?”  or “This is not the service I am paying for” or even in a dispute with the new owners.

There are a few options you may have:

1. Review the terms/contract that governs the relationship between you;
2. Seek legal advice as to whether there is a breach of the contract;
3. Take note of notice periods in your contracts including any penalties.

It is key that you regularly review your business relationships and terms and conditions that you are contracting under to ensure you are getting the best value for money.

Our experienced solicitors at BTTJ can assist in this; for example providing reviewing services, drafting services and legal advice for businesses on contracts and terms. If the unfortunate event occurs that you become embroiled in a dispute, our expert team are here to help. Contact us for more information

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In essence, the creditor would need to be owed in excess of £10,000 for them to be able to validly serve a winding up petition following a statutory demand.

This is different to the rules pre-covid that allowed such a step to be taken if the debt was £750 + (if a company) or £5000 + (if a individual). The temporary measures for the coronavirus pandemic were not renewed on 31^st March 2022 and the threshold returned to pre covid levels on 1^st April 2022.

However, the Government did make the decision to keep some restrictions on the commercial rent arrear process.  

If you require any further information regarding Statutory demands and Winding up petitions or any aspect of Debt Recovery, Insolvency, Dispute or any other Corporate / Commercial advice please contact us to speak to our experts

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