Further regulations for business

Contractors who run their own limited companies should familiarise themselves with a raft of laws introduced by the government on October 1 2008.

The rules cover trademark applications, disclosure of company details, annual return statements and share capital reductions.

As part of the biannual release, known as a common commencement date, new rules will also be unveiled for limited liability partnerships and doorstep selling.

Introducing new regulations for all businesses on a single day was decided upon by the state as a way of making it easier for owners to keep track of their responsibilities.

There is some reassurance that an optional new route for private companies to reduce share capital will simplify the existing procedure of having to go to court.

"Until now, it has been necessary to go through the formal rigmarole of making an application to the court to ensure that creditors are not prejudiced by such a reduction," explained Roger Sinclair, legal consultant at Egos.

"Under the new procedure, the directors have to take the responsibility for getting it right. This is [a] significant [change] to companies which have a substantial share capital and want to reduce it".

Non-optional rule changes include the incoming requirement for all incorporated companies, including those in business under a non-registered name, to make new trading disclosures.

From October 1 2008, owners must display their company's registered name at its registered office, place(s) of inspection and "any other location which you carry on business."

Companies may be exempt from this rule where their location of doing business is primarily a domestic location, provided the premises are not the company's registered office.

Similarly, owners must disclose their company's registered office and "other place where that person can inspect company records" when asked to do so in writing within five days.

Under existing law, owners must already be displaying their company name on business letters, notices, official publications and websites.

Updates to company law require owners to display their company's registered number and office address on all of its emails, invoices, order forms, receipts and websites.

If owners fail to adhere to the law after receiving a warning from Companies House, which is typically alerted by a complaint of a breach, they face hefty penalties of up to £1,000.

To temper the onus on businesses to declare more information, another compulsory rule change will abolish the need for owners to include their address on the company's annual return.

"In practice the difference is slight...for small limited companies, where most shareholders are also officers of the company. They will just have to use a new form 363a to provide the required details," said Mr Sinclair.

However, small traders should note that Companies House will reject an annual return on an old form that contains shareholders' addresses if the company is privately owned.

In contrast, and in a separate regulatory change, the UK's Registrar of patents will in future be able to accept late defences where a trade mark applicant fails to file a counterstatement on time in response to a challenge.

The change, part of a package to give the patent system more flexibility, will also allow the Registrar to set aside decisions within six months of their making.

This would on the condition that the proprietor can prove they were unaware that their mark or application to register a mark was under attack.

The update to the rules cuts the opposition period from a fixed three-month period to two months; reduces the 'cooling-off' period from 12 to nine months and standardises the period for simple actions, like altering a classification, to two months.

However for both the opposition period and the period after opposition, extensions will be made available if one party or both parties respectively requests so with certain statements.

Positively for small companies, where resources are more limited, there are no changes proposed to the IP regime which will affect access to, scope or cost of trade mark registration.

"These new [IP] regulations, which replace the existing, are largely technical in nature," Mr Sinclair reflected. "They draw on lessons learned over the last 8 years, during which the existing regulations have been in force. They will govern the mechanics of applying for a trade mark, and rationalise time limits".

Wednesday 17th Sep 2008
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