On 9th February, various news channels reported that Charlton Althletic Holdings Limited (“Charlton“) have begun an investigation in relation to an unauthorised filing at Companies House confirming the resignation of its chief executive, Katrien Meire, as a director. News reports have indicated that Charlton’s view is that the signature on the filing is a forgery.
Notwithstanding this allegation, Companies House have allegedly confirmed that the paper form was received “in good faith” and “satisfied the required checks”.
The issues raised by these news reports highlight the long standing problem with the compliance vulnerabilities of using paper forms for Companies House filings. Whether a rogue filing is made accidentally, mischievously or with the intent to deceive for a criminal purpose, it can cause substantial disruption. Companies can, however, heavily mitigate this risk by avoiding the use of paper filings and registering for WebFiling and the PROOF scheme.
WebFiling is a free online filing service offered by Companies House providing a secure way to electronically submit information about a company (or LLP). Online forms are often cheaper, quicker and more straightforward to complete. WebFiling does not, on its own, prohibit a company from also using paper filings but permits them to elect between paper and electronic filing.
In order to prevent rogue paper filings, a company (or LLP) would also need to register for PROOF. Once part of the PROOF scheme, Companies House automatically rejects paper filings and returns them to the registered office address, ensuring that all changes are carried out online using the appropriate security and authorisation codes.
To subscribe for Webfiling, the user must apply for a security code which is promptly delivered via email. The user then applies for an authentication code for the relevant company which is sent via post to the registered office. Authentication codes are unique to each company unless a Bulk Filing Authentication Code is requested. Once subscribed to WebFiling, the user can then sign up to PROOF by using the link on the overview screen.
As part of our full range of corporate and commercial services, the Corporate Department at Morrisons Solicitors advises on the issues raised above, including resolving problems created as a result of incorrect and delinquent filings. We also offer fixed price company secretarial services.
Although correct at the time of publication, the contents of this newsletter/blog are intended for general information purposes only and shall not be deemed to be, or constitute, legal advice. We cannot accept responsibility for any loss as a result of acts or omissions taken in respect of this article. Please contact us for the latest legal position.