Procedures and Fees for Change of Director of an Overseas Entity registered in UK
Unless otherwise indicated, the overseas company mentioned anywhere in this quotation refers to an overseas entity formed and incorporated in UK in accordance with the United Kingdom Companies Act 2006.
When an overseas entity registered in UK needs to change directors, the overseas entity shall notify the Companies House within 14 days of the approval of the changes.
The fee for the change of directors of overseas entity in UK is £500 (limited to appointing a new director and accepting the resignation of an incumbent director). Our services contain all the information needed to compile and submit changes. Please refer to section 1 of this quotation for details.
Normally, the process for change of director of an overseas entity in UK can be completed within 2-3 weeks. The time required for the change procedures shall be from the date on which the client provides all the required documents to the us. Please refer to Section 4 of this quotation for details.
If the current director refuses to give consent for the resignation as the director, the members of company may consider removing his director position instead. We will provide further information and quotation if require removing a director of an overseas company entity.
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Services and Fees for Change of Director
Our fee for handling the change of director of an overseas entity registered in UK is GBP500. The fees quoted above cover the following services in particular:
(1)
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Answer all quires related to change of directors;
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(2)
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Review Articles of Association of the subject company;
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(3)
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Prepare the relevant form to Companies House; and
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(4)
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Arrange filing the relevant form to UK Companies House.
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Notes:
(1)
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The fee is limited to the appointment of one new director and the resignation of one current director at the same time, and if two or more directors are required to be appointed and resigned, quote will be provided separately.
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(2)
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Delivery charge is not included, if any.
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Optional Services
Personal Code Registration
Under the new legal requirement under the Economic Crime and Corporate Transparency Act 2023, any individual who is a director/member of a UK overseas entity, or a Significant control (PSCs) must verify their identity and obtain a unique “Personal Code” issued by Companies House. The Personal Code is personal to you, not to your company, and if you hold multiple directorships/ownerships you only need to verify once and then use the same code for each company. Our fee for applying for the Personal Code is GBP225, per person.
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Payment Term and Payment Methods
Upon receipt of your confirmation of engagement, we will issue and email our invoice together with detailed wiring instructions to you for your settlement. Please kindly mark our invoice number or account number in the message section of the remittance receipt and then send a copy of the same to us for our records. Because of the nature of services, we require full payment in advance. Also, once service is commenced, no service fee will be refunded except special cases.
We currently accept Hong Kong Dollar check, cash or TT and credit card through PayPal only. If payment is settled through PayPal, extra 5% services fee will be charged.
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Documents and Information needed to be Provided by Clients
In order to enable us to prepare the documents for change of director, we need to have the following information and documents:
(1)
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Certificate of Incorporation of the oversea entity;
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(2)
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A copy of Articles of Association of the oversea entity;
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(3)
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The latest annual return and extract of the oversea entity;
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(4)
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Documents for subsequent changes after the latest annual return/extract of the oversea entity;
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(5)
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Authentication code for Companies House login;
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(6)
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A Copy of Passport and a recent proof within 3 months of new director; and
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(7)
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Personal Code of new director
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If Kaizen is acting as registered agent of your UK overseas entity, then you do not need to provide the documents in item (1) to (6).
Acceptable address proof can be a utility bill or bank statement. Information of director/shareholder (full name and full address), document type, document issuing date and name of issuing authority must be clearly stated. If the document is not written in English, you are required to provide an English translation document for reference and as supporting.
The identification documents and address proof of shareholders and directors are subject to notarization by notary offices or attorneys or certified by a certified public accountant.
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Procedures and Time Frame for Change of Director
Under normal circumstances, the changing of directors of a UK overseas entity takes around 2 to 3 weeks. Please refer to table below for details:
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Step
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Description
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Working Day(s)
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1
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The Client shall provide all the required documents set out in
Section 4 of this
Quotation by e-mail, fax or post. The Client is required to pay for the
service fee at the same time.
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Client’s schedule
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2
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Personal Code Registration
for new directors and arranging the identification documents to be notarized
or certified.
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Client’s schedule
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3
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Kaizen prepares the relevant
documents for changing of directors for client’s signature.
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1
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4
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Client signs off the relevant documents and returns them to Kaizen by normal post.
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Client’s schedule
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5
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Kaizen
will file the relevant documents
with the Companies House.
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20
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Total workings days: 3 weeks
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Important Notes
(1)
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Overdue notification of director appointment
Notify Companies House within 14 days of the appointment using form AP01 for appointment of director. The late fee for filing the OS AP01 form for the appointment of director of an UK overseas entity is £150. This fee applies to late filings that incur fines starting at £150. Non-compliance risks fines up to £1,500 and director disqualification.
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(2)
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Overdue notification of director resignation
Notify Companies House within 14 days of the resignation using form TM01 for registration of director. The late fee for filing the TM01 form in the UK is determined by the number of days the form is late. Here are the penalties based on the number of days the TM01 form is late:
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Up to 1 month late: £150 penalty
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1 to 3 months late: £1,500 penalty
3 months or more late: Penalty not specified. These penalties are in addition to any other applicable penalties for late filings with Companies House. It is crucial to file the TM01 form within the required timeframe to avoid these fees and ensure compliance with UK company law.
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The above quotations are for preliminary reference only and do not constitute final transaction terms. All service fees shall be based on the actual quotation provided by our company for each individual case. We reserve the right to adjust pricing at any time without prior notice.
If you wish to obtain more information or assistance, please visit the official website of Kaizen CPA Limited at www.kaizencpa.com or contact us through the following and talk to our professionals:
Email: info@kaizencpa.com
Tel: +852 2341 1444
Mobile : +852 5616 4140, +86 152 1943 4614
WhatsApp/ Line/ WeChat: +852 5616 4140
Skype: kaizencpa
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