Company Administration and Compliance — SQE1 FLK1 Business Law and Practice

A company secretary opens a filing cabinet at a small company's registered office. Inside are four registers, written up by hand by her predecessor. One of directors. One of directors' residential addresses. One of secretaries. One of members. All four stop at the end of 2025. How many must she still keep by law? One. Only the register of members.

The other three stopped being statutory registers on 18 November 2025. This is Company Administration and Compliance, the housekeeping topic that quietly carries marks. Where the company lives. What it is called. What it must write down, what it must file, and what the world gets to see. Almost no case law. Nearly all dates and thresholds. Keep our secretary in mind. We are coming back for her.

Here is the route. The registered office first, and what the 2023 Act did to it. Then the company name, and the two quite different attacks an objector can run at you. Then the registers, after the cull, and the one that survived. Then people with significant control. Then the confirmation statement and its deadline arithmetic. And last, what the public can actually see about you.

Start where the company lives. The registered office is the company's official address at Companies House, where official documents and notices are sent. It must be in the same part of the United Kingdom in which the company is registered. So try one. A company registers in England and Wales, and a proposed director offers his own house in Scotland. He works from home, he is always in, the post is always signed for. May they use it? No. Excellent address. Wrong jurisdiction.

Quality of address is a separate question, and here the Economic Crime and Corporate Transparency Act 2023 bites. Since it amended s.86, the office must at all times be at an appropriate address. Two limbs. A document delivered there would be expected to reach someone acting for the company, and delivery must be capable of being acknowledged.

Take a company with no premises, whose directors rent a numbered box at a sorting office and collect the post weekly. Real address, real post, and still not permitted, because nobody is there to acknowledge delivery. That is why a PO box cannot be a registered office.

Changing it is a decision for the directors. A board resolution, then notice to the registrar on form AD01, under s.87. No members' resolution, because the registered office is not part of the constitution. It takes effect when the notice is registered, not when the board votes. And there is a tail worth marks. For 14 days after the change is registered, a document may still be validly served at the old address.

A claim form left at the abandoned office a week after the move is good service.

Two more things the 2023 Act added, and both are new enough to be tested. Every company must keep an appropriate registered email address, required for new companies since 4 March 2024, and it is not shown on the public register. And identity verification became mandatory from 18 November 2025 for new directors and people with significant control.

Now the name. A private company must end with the word Limited, or its abbreviation. A public company must end with the words public limited company, or plc. The suffix is part of the name itself, not decoration for the registrar.

Some words are sensitive and need approval before the name goes on the register. British, Royal, National, Chartered, Bank. Dentists who want to trade as British something must get approval first, and it is generally reserved to bodies pre-eminent in their field.

Here is the trap. Two tests, not one. The same as test is narrow. The registrar disregards only the permitted endings, spacing and punctuation, and a table of character equivalences, so an ampersand counts as the word and. Substantive words are not disregarded. The 2015 Regulations deliberately cut Export, Group, Holdings, International and Services from the old list.

So an invented word plus Ltd exists, and someone applies to register that invented word plus Services plus Ltd. Same name, or different? Different. The registrar cannot reject it under the same as test. What the existing company can do is complain that the new name is too like its own, and the registrar may direct a change within twelve months.

A change of name needs a special resolution under s.77, unless the articles provide another route, and the model articles do not. Seventy-five per cent of the votes cast, so a twenty per cent holder cannot veto it. File within 15 days. And the name does not change on the vote, or on delivery. It changes when the registrar issues the altered certificate of incorporation.

Back to our secretary and her filing cabinet. This is the biggest recent change in the topic, so get the date into your head. On 18 November 2025 the Economic Crime and Corporate Transparency Act 2023 abolished four company-held registers. The register of directors. The register of directors' residential addresses. The register of secretaries. And the register of people with significant control.

That information did not disappear. It moved. It is now held centrally by the registrar, and changes are notified there within 14 days. What the company still keeps for itself is the register of members, plus copies of its charge instruments. That is the whole list. Our secretary updates the members register, and may keep the other three as an internal record if she likes.

Where does it live? At the registered office, or at a single alternative inspection location notified to Companies House. It may be kept electronically, provided it can be inspected and reproduced in hard copy. And one option has gone. Private companies can no longer elect to keep member information on the central register. That went with the 2025 reforms.

What goes in it? Each member's name and address, the shares held and their class, the amount paid or unpaid, and the dates of entry and of leaving. Former members stay on it.

Now a timing trap. There is no general 14 day rule for this register. That figure belongs to filings at Companies House. The Act gives two months for both events that change it. An allotment must be registered within two months, under s.554. A lodged transfer must be registered, or refused with reasons, within two months, under s.771.

Then three sections examiners love to blur. Under s.112, a person who agrees to become a member and whose name is entered in the register is a member. As against the company she holds the shares, votes them and takes the dividends. Under s.127, the register is prima facie evidence of what it records. Not conclusive. And under s.125, a person aggrieved by a wrong entry or a wrong omission may apply to the court to rectify it.

So a buyer who lodged a proper transfer and heard nothing for months is not helpless. Rectification puts her on the register, and the court can order the company to pay her damages. Until she is registered she has at most an equitable interest. Legal title passes on registration.

One entry people forget. If the membership falls to one, s.123 requires the register to say so, and to give the date it became a single member company. Recording the transfer alone is not enough.

Who gets to look? Under s.116 any member may inspect without charge, and anyone else may on payment of the prescribed fee. Now the bit that is commonly got backwards. If the company objects to a request, the burden is on the company. Within five working days it must either comply or apply to the court for a direction that it need not.

If the court finds the purpose is not a proper one, it directs the company not to comply. Think of a data broking business wanting the register of a company with 300 shareholders, to market pension transfer products to elderly investors. That is the paradigm improper purpose. But the company's answer is a court application, not a flat refusal, and that route runs against a member's request as much as a stranger's.

Ownership next. Who really controls the company? The people with significant control regime arrived in 2016 to make ownership visible. An individual qualifies on any one of four routes. More than 25% of the shares by nominal value. More than 25% of the voting rights. The right to appoint or remove a majority of the directors. Or significant influence or control by some other means.

The threshold does the work. More than 25%. Exactly 25% is not enough. Try one. A company has five members. One holds 30 per cent, three hold 20 per cent each, one holds 10 per cent. One vote a share, and nobody can appoint or remove directors. The 30 per cent holder is married to a 20 per cent holder, another is her sister, and the three always vote alike. How many have significant control?

One. Only the 30 per cent holder crosses the threshold. Twenty per cent is not more than a quarter, and family ties are not an arrangement. Shares are aggregated only under a joint arrangement, where the holders have agreed to exercise their rights together in a predetermined way. Marriage, kinship and a habit of voting alike are not that.

Two duties survive the 2025 reform intact. Identify your people with significant control by taking reasonable steps, and notify the registrar of any change within 14 days. Since there is no company held register any more, that notification is the whole of the obligation. Writing the change into an internal spreadsheet discharges nothing.

And if there is nobody? Silence is not an option. A company that has taken reasonable steps and found no registrable person must deliver the prescribed statement saying so. Failing to keep this information accurate is a criminal offence by the company and every officer in default.

Back to our secretary, because the confirmation statement is now her problem. Form CS01, filed at least once every 12 months. It replaced the annual return in 2016, and the change of name matters. It does not restate everything. It confirms that what the registrar already holds is accurate.

What is confirmed? The registered office, the directors, any secretaries, the significant control information, the statement of capital, the shareholder information and the trading status. And since 4 March 2024, one thing more. A statement that the company's intended future activities are lawful. Companies House will not accept the statement without it.

And note the verb. The duty is to confirm, not to update. A statement is due for every review period even if nothing whatever has changed. Nothing changed is not a defence. It is the reason the filing exists.

Now the arithmetic, and this is where marks go. The deadline is 14 days after the end of the review period, under s.853A. The review period is the 12 months beginning with the day of incorporation, or with the day after the last confirmation date. Beginning with. So it ends the day before the anniversary, not on it.

The fee is £50 filed online and £110 on paper, since 1 February 2026. Flat, whatever the size of the company. And if the statement is late, the consequences are not the ones most people name. We will come to that in the traps.

Last piece. What can the world see? The name and number, the registered office, the directors' names and service addresses, the significant control information, the filing history, the accounts and the charges.

Two things are delivered to the registrar and then withheld. A director's usual residential address, which is protected information. And the day of the date of birth. The month and year are public, the day is not. So you can find a director's service address, nationality and occupation. You cannot fix their exact age.

A director at serious risk of violence or intimidation can go further. She may apply to the registrar to have the address withheld even from credit reference agencies, and suppressed on documents already filed. What she cannot do is refuse to supply it.

A word on how SQE1 tests this. You will not be asked to recall section numbers, and this topic barely has a case in it. That is the point. It is a topic of dates, thresholds and deadlines, and those are what the scenarios turn on.

So if you keep only three pegs, keep these. 18 November 2025, the day four registers died and only the register of members survived. More than 25%, the significant control threshold, where exactly a quarter is not enough. And 14 days after the end of the review period, for the confirmation statement, remembering that the period ends the day before the anniversary.

Four traps. One, and it is the big one. A confirmation statement is late, and everyone reaches for the escalating penalty of £150 to £1,500. Wrong regime. Those bands are the automatic penalties for late accounts. A late confirmation statement is a criminal offence by the company and its officers, and it risks strike off for persistent default. Since 2 May 2024 the registrar may also impose a discretionary penalty of up to £10,000.

The distinction is automatic against discretionary, not penalty against no penalty. The registrar's penalty follows a warning notice, and none is imposed if the default is cured within 28 days. Two. The duty is to confirm, not to update, so a statement is due even in a year when nothing changed.

Three. The registers were abolished, the duties were not. There is no company held register of people with significant control any more, but the duty to identify them and notify the registrar within 14 days survives in full. Four. A merely similar name is not caught by the same as test. It is attacked as too like, a separate route with its own decision.

Quick check. A private company was incorporated on 15 June 2023. It filed its accounts on time but has never delivered a confirmation statement, and the registrar is now threatening to strike it off. A new director assumes the clock runs from the anniversary of incorporation, so the company had until the end of June 2024. Nothing has happened to shorten or reset the review period. By what date should the first confirmation statement have reached the registrar?

Three candidate answers. One: 14 June 2024, the last day of the review period. Two: 28 June 2024, fourteen days after the end of that review period. Three: 29 June 2024, fourteen days after the anniversary of incorporation. Pause here if you want a moment.

The answer is two. 28 June 2024. The first review period is the 12 months beginning with the day of incorporation. It begins on 15 June 2023 and ends on 14 June 2024, the day before the anniversary. The statement is then due within 14 days of that. 14 June plus 14 days is 28 June.

Why the others fail. Option one, 14 June 2024, is the last day of the review period. That is the latest date the statement may be made up to, not the date by which it must be delivered. Option three makes the new director's mistake, treating the review period as ending on the anniversary itself, and lands a day late.

Five things to take away. One: on 18 November 2025 four company held registers were abolished, and only the register of members survived. Our secretary keeps one book, not four. Two: the registered office must be in the right part of the United Kingdom and at an appropriate address, and it moves on a board decision, not a members' resolution.

Three: the name changes by special resolution, and only when the registrar issues the altered certificate. Four: significant control means more than 25%, notified to the registrar within 14 days, and a company with nobody over the threshold still has to say so. Five: the confirmation statement is due within 14 days of the end of the review period. Late filing is a criminal offence with a discretionary penalty, not the automatic accounts bands. Next time, Business Financing.

Practise this topic with exam-style questions at sqe1prep.co.uk. This episode is for education and exam revision only, not legal advice, and we are not affiliated with or endorsed by the SRA or Kaplan.