Compliance is quiet work until it is not. A missed filing surfaces at the worst possible moment: during a bank facility application, a tender, or the due diligence that precedes an investment.
What this area covers
- Annual returns and audited financial statement filings at the Office of the Company Registrar
- Notice, agenda, minutes and resolutions for annual and extraordinary general meetings
- Maintenance of the share register, member register and register of directors
- Filing changes to directors, registered office, objectives and capital
- Registration of charges over company assets
- Compliance calendars so no statutory deadline is missed
- Regularising companies that have fallen behind on filings
- Corporate governance policies and internal delegation frameworks
Questions about regulatory compliance and secretarial practice
What happens if a company has not filed its annual returns for several years?
The company remains on the register but accumulates penalties, and its ability to transact is affected: banks, tender authorities and buyers all check standing. In practice, regularising is usually possible. We reconstruct the missing years, prepare the audited statements and resolutions in the correct sequence and file them together. The earlier this is dealt with, the cheaper it is.
Does a company that has no transactions still need to file?
Yes. A dormant company with no revenue still has annual filing obligations at the Office of the Company Registrar and a tax return obligation at the Inland Revenue Department. Dormancy is not an exemption, it is simply a different set of figures.
Can an annual general meeting be held online?
Meetings can be conducted with participants joining remotely provided notice, quorum and minuting are handled correctly. What matters to the Registrar is the paperwork trail, not the room. We prepare notice, agenda, attendance record and minutes so the meeting stands up if it is ever examined.
Who is responsible if a filing is late, the director or the accountant?
Statutory responsibility sits with the company and its directors. An accountant who prepares the numbers does not absorb that liability. This is the main reason we keep a compliance calendar per client rather than waiting for a reminder.