Company Secretarial
The statutory record, kept the way it would be defended.
Registers you can reproduce as at any past date. Corporate actions checked against the real register before anything is written. Minutes, resolutions and Companies House forms prepared for a practitioner to complete, check and sign.
What the module does
The register
An append-only event log behind every statutory register, with the date a change took legal effect held separately from the date it was recorded. Nothing is updated in place and nothing is deleted.
The action
Fourteen corporate actions, each validated against the company's actual holdings and officers before it can be approved — and applied to the register only after somebody approves it.
The paperwork
Board minutes, written resolutions and a document pack that names what is not in it, rendered to a PDF whose bytes are reproducible and whose content is hashed.
14
corporate actions
Each one checked against the live register before it can be approved.
12
Companies House forms prepared
Each with its statutory deadline and the section of the Act it comes from.
0
filings transmitted
There is no code path in the product that sends a filing. Your practice submits it.
Statutory registers
A register is a history, not a table of current facts.
Every entry records the date the change took legal effect, the reason it was made, the evidence behind it and the person answerable for it. Ask for the register of members as at a date three years ago and it is rebuilt from that log, entry by entry, rather than guessed at from today.
- The effective date is a separate field from the date the entry was recorded, because a change back-dated to March is not a change that happened in July.
- Nothing is updated and nothing is deleted. A mistaken entry is corrected by a reversing entry that cites it — the way a paper register is corrected, and unlike an in-place edit it leaves the mistake visible.
- The live register and the entry explaining it are written in one transaction, so a register that moved without an explanation is not possible by construction.
- The log is replayed and compared against the live tables, so a change made outside the workflow shows up as drift rather than sitting there unnoticed.
- A company whose records predate the log is reported as an un-evidenced opening position, not as corruption — which is what almost every inherited register looks like.
The same log sits behind the registers of members, share capital, directors, secretaries and persons with significant control, and behind the registered office and the company’s own details. A sub-division recorded on the share capital register rescales every member’s holding, so the arithmetic is never filtered to one register even when the printed narrative is.
Corporate actions
Checked against the real register. Then approved. Then applied.
A corporate action is not a form that generates prose. It is a structured proposal the software can check against the company’s actual position — and it moves through four states, in one direction: draft, in review, approved, applied. Nothing reaches the register before the last one, and the last one is reachable only from approval.
Shares and capital
- Transfer shares
- Allot shares
- Buy back shares
- Sub-divide shares
- Consolidate shares
Officers
- Appoint a director
- Record a director's resignation
- Appoint a secretary
- Record a secretary's resignation
Control and the company itself
- Record a PSC
- Record a PSC ceasing
- Change the registered office
- Change the accounting reference date
- Change the company name
An error is not a warning
An error means the register would end up somewhere arithmetically impossible or statutorily wrong — a member transferring shares they do not hold, an allotment beyond the authorised capital. It blocks, and it cannot be overridden in the interface. A warning means the action is lawful but something needs a person’s eye: a filing deadline already close, a transfer that pushes a holder through the 25% PSC threshold. It never blocks. Blur the two and the software either becomes unusable or lets a bad register through.
You see the register you are about to have
Before approval, the validator states in plain English what the register will look like afterwards — who will hold what, who will be in office, what the issued capital becomes. The validator is pure: it reads no clock and no database, so the same position and the same proposal always produce the same verdict, and the verdict can be re-derived later from the record rather than taken on trust.
Generated documents
Every minute begins by saying what the system did not see.
Generated minutes and resolutions are drafts, for a practitioner to complete, check and sign. They are not finished documents and they no longer read as though they were. Before any recital, every minute opens under the heading BEFORE THESE MINUTES ARE SIGNED:
“These minutes were generated from the Company’s records held in this system. The system was not present at the meeting and holds no record that a meeting of the directors took place, of who attended it, or of anything said at it.”
“The names shown under PRESENT are taken from the Company’s register of directors. They are not a record of attendance.”
And where the records cannot support a sentence, the document prints the gap instead of a plausible sentence:
[TO BE COMPLETED BEFORE SIGNING — the articles: state that the directors have read the Company’s articles of association and that this transfer is not prohibited by them… Nothing in this system holds the Company’s articles, so this cannot be confirmed from its records.]
The same applies to authority to allot, to pre-emption, to whether the directors have satisfied themselves that there are distributable profits. A minute authenticated by the chair is evidence of the proceedings under section 249 of the Companies Act 2006, and it sits on the file for ten years. A sentence the software invented to fill a space is a sentence the company has manufactured against itself.
Reviewed by a company secretary
Every generated sentence was read as text that could be produced in court, by a reviewer working as a UK company secretary and corporate lawyer would. The findings were acted on, and what is still open is written down rather than quietly carried. We will give you the report.
The pack names what it omits
Where a sub-division needs a members' ordinary resolution under section 618(3), the pack says so and says the board minutes do not authorise the change on their own — rather than drafting a resolution nobody passed.
It refuses to misstate itself
The generator will not produce a special resolution passed by the directors, a quorum that was not present, or a majority that does not carry the class of resolution being declared. Those it declines to write at all.
Its own assumptions are on the cover
The officers listed in a minute are the register as it stands now, not as it stood on the effective date — so the pack says exactly that, and tells you to check who actually held office then.
This is not a limitation being apologised for. It is the reason the output is defensible: when counsel asks who told the software the meeting took place, the answer is on the face of the document.
Document packs
A pack, not a document.
A company secretary does not want a minute. They want the file: the minutes, the members’ resolution where the members must actually resolve, the statutory register entries the action wrote, and who did what and when — in the order a file is read.
- Assembled on demand from the corporate action, its register entries and its audit trail, rather than stored as a second copy that could drift from the record it describes.
- The generator is pure — no clock, no randomness, no locale — so regenerating a pack a year later produces a byte-identical document, or proves it changed.
- Every document carries a content hash, which is what lets a practice show that the PDF in the client file is the one the system generated.
- Rendered to A4 PDF with a cover sheet headed “Drafts for review — not executed documents”, listing what is in the pack and what is deliberately not.
- Where section 695 excludes a selling member from a buyback resolution, they are excluded from the voting totals and from the signature blocks — and named on the cover as excluded.
In the pack
- Cover sheet, contents and omissions
- Board minutes
- Members' written resolution, where the members must actually resolve
- Statutory register entries written by the action
- Audit summary: prepared, submitted, approved, applied
Filing preparation
Twelve forms, each with its deadline and the section it comes from.
An approved action assembles the form it would be reported on: the values the register can supply, the values only a person can, and the statutory deadline computed from the effective date rather than typed in. Then a person at your practice submits it.
SH01
Return of allotment of shares
One month · s.555
SH02
Consolidation, sub-division, redemption or re-conversion
One month · s.619
SH03
Return of purchase of own shares
28 days · s.707
AP01
Appointment of director
14 days · s.167
TM01
Termination of appointment of director
14 days · s.167
AP03
Appointment of secretary
14 days · s.276
TM02
Termination of appointment of secretary
14 days · s.276
PSC01
Notice of individual person with significant control
14 days · s.790VA
PSC07
Notice of ceasing to be a person with significant control
14 days · s.790VA
NM01
Change of company name by resolution
15 days · s.30
AD01
Change of registered office address
No fixed period · takes effect on registration, s.87(2)
AA01
Change of accounting reference date
No fixed period · must arrive before the accounts deadline for the period it changes
One month is not thirty days
Section 555 gives one month for a return of allotment. One month from 31 January is 28 February, not 2 March — so thirty-day arithmetic reports two days of headroom that do not exist, on exactly the filing where a client pays the penalty. Months are calendar months here, clamped to the end of the target month. And where the Act gives no fixed period, the form says so and states its cut-off instead, because silence would read as “no deadline”.
Which parts still need a person
Every field on every form is marked as coming from the register or from a human, because the second list is the work and software that hides it just produces a form with plausible blanks. A signature. A statement that the appointee consented to act. The split of one held name into forenames and surname, which no rule does safely. Stamp duty evidence on a purchase over £1,000, which goes to HMRC before the form goes anywhere.
The prepared form is sealed into a package with a content hash, so what a person submits can be shown to be what was approved. More on the Companies House module.
Limits, stated
What it does not do.
Published because a practice needs this list before it buys, not after. Each of these is a product change we intend to make, not a sentence we intend to rewrite.
- It does not file. The filing package goes up to the edge and stops; a person at your practice submits it and accepts responsibility for it.
- It holds no record that a meeting took place. Attendance, notice and quorum are recitals for the chair to verify, and the document says so before it says anything else.
- It does not hold your client's articles of association, so it never concludes anything that depends on them — it prints the question instead.
- It does not record votes per share, so on a company with more than one class the written resolution states the assumption it made and the pack repeats it on the cover.
- It does not yet draft the section 618(3) resolution for a sub-division or consolidation. Naming the gap is honest; generating operative words nobody asked for would be inventing the document.
Bring us a register you have inherited.
Half an hour, no slides. We will record an opening position, run a corporate action through validation and approval, and print the pack — including the page that says what the pack does not contain.