Changes to Form 363A (Annual Return) to meet the October 2008 Implementation deadline of The Companies Act 2006
Products impacted: GEMS / GCM / SCM / SecretariatOne
Jurisdiction impacted: England and Wales
Monaghan, Ireland - August 1, 2008 - The phased implementation of The Companies Act 2006 has been in full swing for some time now, and we at Computershare Governance Services have been closely monitoring the implementation timetable, and working with Companies House, to ensure that our software solutions are kept up to date.
The bulk of the changes to impact on the software relate to the new 2006 forms, both merging and blank, as well as the change in method for submitting electronic forms (from tag to xml). This will involve an ongoing development effort and will be one of the main focuses of our development team over the coming twelve months, giving you plenty of time to upgrade prior to the 1 October 2009 deadline.
However, there is an issue that requires your immediate attention. As of 1 October 2008, the rules relating to the provision of shareholder addresses in an annual return will change as follows:
- For companies that are listed on a regulated market in the EEA, the names and addresses of any shareholder who holds 5% or more of any share class of the company will need to be disclosed. For all other shareholders of such companies, no disclosure is required.
- For all other companies only the names of all shareholders must be disclosed.
It was initially envisaged that this would require only a minor change to the data being pulled through to the existing form 363a in the software, however Companies House has recently announced the introduction of a new interim form 363a, thus:
- for annual returns with a ‘made up to’ date of 30 September 2008 or before, the existing form 363a must be used.
- for annual returns with a ‘made up to’ date between 1 October 2008 and 30 September 2009, the new interim form 363a must be used.
- for annual returns with a ‘made up to’ date from 1 October 2009 onwards, the new form AR01 will be used.
Please note that the ‘made up to’ date is the key to determining which form to use, and Companies House have indicated that they will reject any forms that are incorrect.
The new merging interim form 363a has just been released to us by Companies House, and our development team is working diligently to build the form into the next patch release (v.6.1.5) due this month.
So what does this mean for you?
SecretariatOne clients: no action is required as the S1 server will automatically be updated by us.
GEMS clients (inc. GCM / SCM): you will need to take immediate action in order to use your system to file annual returns that have a ‘made up to’ date of 1 October 2008 onwards.
- If your system is hosted by us: the patch will be available for applying to your database as soon as it has been released in August. Please contact our Client Services Team on +44 (0) 845 082 9023 (or +44 800 374 4685 if calling from Germany) as soon as possible to arrange for this to be done.
- If your system is not hosted by us: it will be necessary for your system to be upgraded to the current version; the complexity of this process will depend on the age of the version you currently use.
Due to the potential volume of clients requiring an upgrade, I recommend that you contact our Client Services Team on the number above as soon as possible to schedule a time when an upgrade can be done.
If it is not possible to schedule an upgrade in time, the new interim form 363a will be available directly from Companies House, and annual returns can also be filed via their WebFiling service.
CGS hosting solution
I would like to take this opportunity to remind you that we offer a secure hosting service to which all upgrades, patches and fixes can instantly be made to ensure that GEMS is always up to date. If you would like to discuss this option further, please contact our Client Services Team on +44 (0) 845 082 9023 (or +44 800 374 4685 if calling from Germany).
New forms – 2009 and beyond
As briefly mentioned above, the existing forms under the Companies Act 1985 will all be replaced by new Companies Act 2006 forms as of 1 October 2009. The details, templates and technical specifications for the new forms are gradually filtering through from Companies House, but the most notable change is the new naming convention. For example, form 288a will be replaced by several forms all prefixed ‘AP’ depending on the type of appointment (AP01, AP02, etc.).
As a member of the various Companies House Working Groups, Computershare Governance Services is working closely with Companies House and other software providers to deliver the new forms, and other related changes, to you in time for you to upgrade prior to the 1 October 2009 implementation date.
About Computershare Limited (CPU)
Computershare (ASX:CPU) is a global leader in share registration, employee equity plans, proxy solicitation and other specialized financial, governance and communication services. Many of the world’s largest companies employ our innovative solutions to maximize the value of their relationships with investors, employees, customers and members. Computershare has approximately 10,000 employees across the world and serves 14,000 corporations and 100 million shareholders and employee accounts in 17 countries across five continents. For more information, visit www.computershare.com.
About Computershare Governance Services
Computershare Governance Services combines the history and expertise of the Datacare Software Group with Computershare World Records to create the global leader in entity management and subsidiary governance solutions. Since 1985, Datacare provided software and services to many Fortune 1000 companies around the world. They introduced the first Web-based application in response to increased regulatory demands for governance, compliance and transparency. World Records provided similar software and services and introduced innovative functionality to capture entity data at a specific point in time. Computershare Governance Services’ offerings combine the best of both technologies. For more information about Computershare Governance Services, visit www.cgs.computershare.com.
Contact:
Jonathan Dolbear MA ACIS
Product Manager UK & Ireland
Computershare Governance Services
68 Upper Thames Street, Vintners' Place, London, EC4V 3BJ, United Kingdom
T +44 (0) 870 703 0304 M +44 (0) 7866 762526 F +44 (0) 870 703 0301
E jonathan.dolbear@computershare.co.uk
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