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

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 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.  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 by filing a confirmation statement for you (in most cases – see below*).

If you use Full Onboarding but do not correct issues like this, be vary careful.  Because 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.  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 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 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 does Kudocs sometimes not 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 long (and pretty boring) 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 1/year – but more frequently is not a problem), whereas 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 will often have a share capital for a company that does not reconcile with the shareholdings.

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.  You can fix this during onboarding (via Full Onboarding – see below) 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 if a company onboards and the data from Companies House shows a share capital of (e.g.) 100,000 Ordinary shares, but the Companies House data only shows 2 shareholders with (e.g.) 30,000 Ordinary shares each (i.e. 60,000 total), if you do not correct the shareholding information during Full Onboarding, the share capital in Kudocs will remain 60,000.  Until you change it by completing the relevant processes (e.g. share issue) to bring the shareholdings up to date.

 

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