In the UK all limited companies and limited liability partnerships
must file their accounts at Companies House which has offices in
London, Cardiff and Edinburgh.

There are more
than 2 million registered firms and over 300,000 new companies are incorporated
each year.

 

General
information about services, booklets and prices can be found on the home page
of www.companieshouse.gov.uk.

 

The accounts and
financial figures can be obtained by either going to the offices or online
through the Companies House Direct subscription service at www.direct.companieshouse.gov.uk.

 

Sign on is free
with a monthly charge of £5 and an average screen charge of £1 to look at
information such as company records, mortgage statements and directors.

 

Depending on the
size of the company there maybe a large number of filings. Take Marks &
Spencer PLC one of
Britain’s largest retailers and a member of the
FTSE 100 index of top companies. A small company annual turnover must be £5.6m
or less

 

The key documents:

 

Company details: Registered Office, date of incorporation and filing
dates.

 

Appointments:  (Form
288) –  a (new); b (resignation); c (change
of details)
:
Current/previous directors. Age, nationality, appointed & resigned/dissolved.
Also check other addresses.

 

Mortgages (495) Specifies charges/loans on property & equipment

 

Annual Returns: (363) Lists directors and shareholders

 

Form
88(2)
– Who has been issued
shares and at what price.

 

 

The accounts:

 

Bigger companies,
such as M&S, will file interim results for the first six months of the
financial year and full year accounts. When published these are generally
available through the company’s own website.

 

 On the day the formal RNS (Regulatory News
Service) announcement with the figures put out through the London Stock
Exchange (www.londonstockexchange.com)
is also available free online at www.investegate.co.uk
(correct spelling).

 

 

 

 

 

The accounts:

 

The balance sheet
of a company tells you how healthy it is what it owns in the way of assets and
what it owes as in liabilities. You will find fixed assets land/buildings and
current such as stock in hand and cash in the bank. Figures should be read in
conjunction with the previous year.

 

What you need to
know about:

Company solvency

Company value

Profit & Loss or
P&L. (Turnover, cash flow, pre-tax profits and provisions)

Chairman’s
Statement

Directors’ pay

Political/charitable
donations

Corporate Social
Responsibility

The Environment

Auditors’ report

 

 Private companies/partnerships file annually 9
months after the accounting reference date (ARD) or financial year end.
Examples used: Chelsea Football Club, Chelsea FC, Chelsea Limited (dissolved), (Milhouse
Capital).

 

Offshore:

 

Jersey Financial Services Commission on: www.jerseyfsc.org

 

Limited online information
through Companies Registry. You can use the search facility to find if a
company is registered in
Jersey
and what type it is: Registered (RC); Registered Company Public (RCP); Registered
Company Dissolved (RCD). Limited Partnership (LP).

 

Caveat: A number of companies are
administered from
Jersey but are not registered there. Many choose
the
British Virgin
Islands
for
registration which means there is no public record available. BVI provides no
public data other than date of incorporation and local agents. You can contact
the Registry and apply in writing but all you are likely to discover is the
shareholders and special resolutions.

 

Guernsey: Guernsey
Financial Services Commission
:
www.gfsc.gg

 

Companies: Registry
of the Royal Court of Guernsey (The Greffe) headed by HM Greffier.  Information by phone or writing: 01481 725277

No distinction
between private and public companies but rather there are around 17,000 Limited
Liability Companies and Limited Partnerships. The Greffe will confirm if a
company is registered in
Guernsey
and will send the latest annual return of shareholders and directors as at 1st
January each year and, if requested, extracts from a company’s memorandum.

 

 Isle of Man: Financial Supervision Commission: www.fsc.gov.im click on Buy Company documents
top right hand corner of page (113880C). Only public companies have to file
accessible accounts. The registrar will confirm by phone if asked whether a
person is a director of a particular company but only that.

 

South Africa

 

The relevant
institutions are the Companies and Intellectual Property Rights Office
(CIPRO)(commonly known as the Registrar of Companies) and the JSE Securities
Exchange (www.cipro.co.za and www.jse.co.za

 

Ten years ago
CIPRO was labelled an “antiqued filing room” by the Nel Commission who
investigated the collapse of Masterbond. Unfortunately not much has changed
since then.

 

The following
company documents, among others, are theoretically available at CIPRO:

 

§       
Articles
of association

§       
Annual
returns (CM29) showing the names and addresses of directors and the company
secretary.

§       
Annual
and interim financial statements (section 302 (5) of the Companies Act

§       
Prospectuses

 

CIPRO has embarked
on a paperless programme quite a number of years ago. Unfortunately the scanner
(s) had broken a few years ago and was not replaced or repaired. Practically
any member of the public will have to access the physical file of the company.
Storage of physical files have been outsourced to Metrofile and two weeks
notice period is required to access a file. Practically it is at best of times
virtually impossible to get information of unlisted public companies.

 

Access to the share
registers of private companies and unlisted public companies can be obtained through
the registered offices of such companies. For public listed companies it can be
obtained through share transfer registrars. (section 113 of the Companies Act).

 

Disclosure of
listed companies is regulated through the listing of the JSE Securities
Exchange. In most (if not all) cases the non-disclosure caused by CIPRO’s
administrative chaos, is made good by the JSE’s listing requirements.
Unfortunately unlisted public companies remain a bleak spot.

 

There is one
striking bleak spot in the JSE’s disclosure regime. Until recently it was
believed that “documents available for inspection” mentioned in company
circulars were available to shareholders and non-shareholders. In terms of a
recent JSE ruling it is not available to non-shareholders (which obviously
include journalists). This is a huge step backwards as such documents normally
include, among others, the following:

 

§       
Acquisition
agreements

§       
Other
material contracts

§       
Valuation
reports

§       
The
share trust deed

 

The JSE ruling is
certainly challengeable in the courts.

 

USA

 

Welcome to EDGAR
(Electronic Data Gathering, Analysis and Retrieval) the company accounts filing
system under the umbrella of the US Securities and Exchange Commission (SEC).
And it’s free on www.sec.gov

 

The key documents:

 

Annual
Return/report: Form 10-K

Quarterly Reports:
Form 10-Q (Figures/litigation/risk factors)

Current Report:
Form 8-Q (major events announcement)

Proxy forms

 

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