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UKs audit regime to be revamped

The government has announced plans to revamp the UK’s corporate reporting and audit regime.

The main changes were summarised as follows in a joint press release published by the Department for Business, Energy & Industrial Strategy, Department for Levelling Up, Housing and Communities, and the Minister for Corporate Responsibility.

  • government will tackle dominance of ‘Big Four’ audit firms and create a new regulator to reduce the risk of sudden big company collapses, safeguard jobs and reinforce the UK’s reputation as a world-leading destination for investment
  • reform is already underway, with the Business Secretary acting today to enable the regulator to ban failing auditors from reviewing large companies’ accounts
  • government commits to review corporate reporting burdens on businesses to maximise the benefits of Brexit and reduce burdens

The reforms are intended to improve the audit regime and corporate transparency will help prevent sudden large-scale collapses like Carillion and BHS, which affected countless small businesses and led to job losses.

The Financial Reporting Council (FRC) will be replaced by a new, stronger regulator – the Audit, Reporting and Governance Authority (ARGA). This is expected to start from April 2023. Large private companies will also come under the scope of the regulator for the first time.

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Bona Vacantia – dissolved companies

The final step in bringing a company to a legal end is when the company is dissolved. However, one of the important points to be aware of when doing so is that the dissolved company can no longer do or receive anything including receive a tax refund. It is the responsibility of the company directors to ensure that all of a company’s assets and liabilities are dealt with before it is dissolved.

Any assets or rights (but not liabilities) remaining in the company at the date of dissolution will pass to the Crown as ownerless property. This happens under what is known as 'bona vacantia' which literally means vacant goods. The bodies that deal with bona vacantia claims vary across the United Kingdom, but they all ultimately represent the Crown.

Only formally dissolved companies are caught by bona vacantia. A company 'in liquidation' or 'being wound up' is on its way to being dissolved but is still in existence. Until the company is dissolved, its property and rights will not be bona vacantia.

It may also be possible for a company to apply to be restored to the register if it was dissolved less than six years ago. This would mean that the bona vacantia ceases to exist. However, this process is by no means straightforward.

Accordingly, any assets or rights owned by the company should be dealt with before a company is dissolved.

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Email to replace Companies House postal reminders

Companies House has issued a press release to remind all companies to sign up for email reminders for annual accounts and confirmation statement. Companies House has now stopped sending reminders by post and has sent a final reminder letter to all companies currently receiving paper reminders. The letter explains why Companies House has stopped the paper service. For example, that research has shown email reminders are more successful than paper reminders and users are more likely to file on time.

The change will also save Companies House around £1.2 million each year. This money will, according to Companies House, be reinvested into their products and services, to improve efficiency and improve the customer experience.

Companies House email reminder service sends an email when your company’s accounts and confirmation statements are due.

The service is free, and you can:

  • choose up to 4 people to receive a reminder (including an agent)
  • file your document immediately from a link within the reminder
  • receive reminders more conveniently
  • avoid late filing penalties by filing your accounts on time
  • use less paper, contributing to saving the environment

You must have registered to use Companies House online filing service before you can register for email reminders.

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Companies in partnership

A Partnership is a relatively simple way for two or more legal persons to set up and run a business together with a view to profit. Partnerships can take many forms. Legal persons other than individuals can also be partners in a partnership. For example, companies may form partnerships with other legal persons including individuals, other companies and trustees.  For tax purposes, a ‘company partnership’ is a partnership in which at least one member is a company. 

A company in a partnership is treated like any other partner except that they have additional tax and reporting obligations. This means that each company member liable to UK Corporation Tax (CT) is required to include in its CTSA return the share of profits it derives from the partnership.

In partnership return context the term ‘CT partnership’ is used to describe a partnership all of whose members are within the charge to CT.

The CT charged on a company partner in respect of its share of partnership profits is not a partnership debt.  None of the other partners are therefore liable for that tax.