Add an existing company to Kudocs (2) – Full and Quick Onboarding

How do I add a company to Kudocs?  Read below for a detailed explanation, or see here for an introductory summary.

What is the difference between Full and Quick Onboarding?  Does one route allow me to change information that is currently showing at Companies House?  There are 2 ways to onboard a company to Kudocs.  Each route has a different way to handle information from Companies House that is incorrect or not up to date:

Full Onboarding – review all the information and make any necessary changes during onboarding (without having to run through the specific processes behind them).  Kudocs will file certain documents at Companies House notifying the changes (eg AD01, PSC04, etc) and – if you want to – will file a confirmation statement (in most cases – see below*) for you at the end to ensure that everything at Companies House if up to date.   You will be able to review the filings before they are submitted.  You do not need to do anything – Kudocs will do the filings for you. 

Your Kudocs account will then be created with the correct information.

Examples of when you might use Full Onboarding:

• You appointed a director a few months ago, but never got round to notifying Companies House.  So when we pull the data, we don’t see the director.  Not an issue – you can add the director during onboarding and Kudocs will automatically create the necessary entry in the company books. And we’ll automatically let Companies House know by filing the necessary director appointment document for you (AP01 or AP02).
• You issued new shares a few weeks ago, filed the SH01, but have not filed a confirmation statement (because you don’t need to).  Companies House knows you have more shares in issue (because of the SHo1) and you will see the new share capital when onboarding, but Companies House does not know who owns them (it needs a confirmation statement to get this information).  Not a problem – you can add details of the new shareholdings (and any new shareholders) during onboarding and Kudocs will automatically create the necessary entries in the company books.  If you select to do so, Kudocs will then automatically let Companies House know about the new shareholdings/ shareholders by filing a confirmation statement for you (in most cases – see below for more information*).
• You transferred some shares a few months ago.  Share transfers do not require a Companies House filing, so the data we get from Companies House will show the information as at the last confirmation statement.  Not a problem – you can add details of the new shareholdings (and any new shareholders) during onboarding and Kudocs will automatically create the necessary entries in the company books.  And we’ll automatically let Companies House know about the new shareholdings/ shareholders and transfers  (if you select to do so) by filing a confirmation statement for you (in most cases – see below*).
• Through no fault of yours (🙃) the information at Companies House is incorrect.  You need to sort it out so that it is corrected at Companies House and the records in Kudocs are correct.  Use Full Onboarding to make all the changes you need without completing and legal process, and Kudocs will file the necessary filings and create your Kudocs account with the correct starting point information.

If you use Full Onboarding and choose to file a confirmation statement at the end of the process but do not correct issues like this, be vary careful.  If selected, Kudocs will file a confirmation statement for you at the end of Full Onboarding, make sure you are filing the correct information!

Quick Onboarding – where you create the Kudocs account with the information ‘as is’ at Companies House.  There are no filings submitted to Companies House at the end of Quick Onboarding (unlike Full Onboarding – see above).  You can then use the more detailed processes in Kudocs to perform or record the changes you need to make.  

Examples of when you might use Quick Onboarding:

• You thought you’d appointed a director a few months ago, but never actually completed the formalities (consent to act, resolution, etc).  Quick onboard the company as is, and then use the ‘appoint a director’ feature in Kudocs to complete the necessary legal processes and, as automatic outputs, Kudocs will update the company books and let Companies House know.
• You’ve got investors lined up and ready to go, but haven’t issued the new shares yet.  Quick onboard the company as is, and then use the ‘issue shares’ feature in Kudocs to complete the necessary legal processes (including pre-emption, authority to issue, subscription agreements, board resolution, share certificate generation…).  Kudocs will handle all the admin, including updating the company books, and letting Companies House know.
• You issued new shares a few weeks ago, filed the SH01, but have not filed a confirmation statement (because you don’t need to).  Companies House knows you have more shares in issue (because of the SHo1) and you will see the new share capital when onboarding, but Companies House does not know who owns them (it needs a confirmation statement to get this information).  You don’t want to just add the details of the shareholders/ shareholdings – instead you want to record the share issues in the company registers, generate share certificates, etc.  Use Quick Onboarding  to add the the company as is, and then use the ‘issue shares’ feature in Kudocs to complete the record the share issue in full detail in Kudocs.  Kudocs will handle all the admin, including updating the company books, share certificates, etc.

Why does Kudocs give the option to file a confirmation statement at the end of Full Onboarding?  This is to make sure that the data in Kudocs and Companies House match going forward.  Even if you do not make any significant changes during Full Onboarding, we still suggest that you file a confirmation statement for completeness to ensure that Kudocs and Companies House data match.  This is mainly for technical reasons, and if you have any questions, please contact us directly.

There is no limit to the number of confirmation statements that a company can file each year, and it does not cost the company anything (Kudocs pays any filing fee for you).

*Why is Kudocs sometimes not able to file a confirmation statement at the end of Full Onboarding?  If a company has share class(es) with an aggregate nominal value that is smaller than 6 decimal places (e.g. 0.0000001), Kudocs cannot file an electronic confirmation statement for that company – at the end of Full Onboarding or ever.  This is because Companies House does not currently allow electronic filings with such small values.  Don’t worry, Kudocs will detect if this is the case and guide you through all the relevant steps.

How does Kudocs calculate shareholdings & share capital?  Without going into the history of UK company law, a company can only have shares that are owned by its shareholders.  The share capital is the total of all the individual shareholdings.  Companies House, however, requires companies to inform it about share capital and shareholders/ shareholdings separately:

• Shareholders/ shareholdings are contained in the confirmation statement (which only needs to be filed 1x year – but more frequently is not a problem).
• Share capital can be contained in a range of filings (SH01, SH02, SHo3, SH06, etc) which need to be filed promptly after the relevant transaction.

This means that Companies House may have a share capital for a company that does not reconcile with the shareholdings – i.e. there has been a share capital filing made recently but the shareholder/ shareholding information remains as in the confirmation statement (or incorporation if it is a new company) which pre-dates the share capital filing.

When you add a company to Kudocs, it may be the case that the data Kudocs gets from Companies House has this issue – the share capital does not match the shareholdings.  Don’t worry!  You can fix this during onboarding (via Full Onboarding) or after onboarding (via Quick Onboarding) – see below.

Kudocs follows the legal position of using the shareholdings to calculate the share capital.  This means that when a company onboards to Kudocs the Companies House data may show a share capital of (e.g.) 100,000 Ordinary shares (based on SH01, SH02, etc filings), but the Companies House data only shows 2 shareholders with (e.g.) 30,000 Ordinary shares each (based on the last confirmation statement/ incorporation documents).   So there is a mismatch.  Kudocs will determine the share capital based on the shareholdings – ie 60,000 Ordinary shares – as Kudocs needs to allocate the shares to the shareholders: it cannot just add extra shares without knowing who owns them.

If you have a mismatch like this you can resolve it by:

• either completing Full Onboarding and update the shareholding information during onboarding (i.e. edit/ add the individual new shareholdings to bring the share capital up to match);
• or complete Quick Onboarding and the company will be added to Kudocs with the shareholdings from the last confirmation statement.  You can then complete the relevant processes in Kudocs (e.g. share issue) to bring the shareholdings – and so the share capital – up to date.

My company has subdivided/ consolidated its share capital since the last confirmation statement.  Kudocs shows the new nominal value but has not updated the shareholdings – why?  When onboarding pulls data about the company from Companies House.  We get different sets of data from Companies House:

• details of shareholders and shareholdings are provided as per the last confirmation statement.
• share class info (nominal value and particulars) are provided as per the most recent share capital filings (ie SH01, SH02).