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Prescribed Particlars and Voting Rights for AR01 completion
Below is the text that we are using when completing AR01 form for companies formed pre 1st October 2009 and use Table A to determine the voting rights attributed to ordinary shares.
This may be copied and pasted by anyone who wishes to do so but you should ensure that it is in accordance with the Articles and Table A for the Company for whom it is to be used for.
Prescribed particulars of rights attached to shares are as specified in the Articles of Association of the Company and in accordance with Sections 54 to 63 of Table A of the Companies Act 1985
VOTES OF MEMBERS
54. Subject to any rights or restrictions attached to any shares, on a show of hands every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative, not being himself a member entitled to vote, shall have one vote and on a poll every member shall have one vote for every share of which he is the holder.
55. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and seniority shall be determined by the order in which the names of the holders stand in the register of members.
56. A member in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised in that behalf appointed by that court, and any such receiver, curator bonis or other person may, on a poll, vote by proxy. Evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote shall be deposited at the office, or at such other place as is specified in accordance with the articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.
57. No member shall vote at any general meeting or at any separate meeting of the holders of any class of shares in the company, either in person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid.
58. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
59. On a poll votes may be given either personally or by proxy. A member may appoint more than one proxy to attend on the same occasion.
Appointment of proxy to be in writing in accordance with sections 60 to 63 of Table A.
Income shifting legislation delayed
Company Shareholder-Directors where expecting legislation to address where profits where divided in a Company and effectively "shifted" income from the prime income generator. The legislation was expected for
the 2009/2010 tax year following HMRC failing to win in the "Arctic Systems" case. The legislation has now been
delayed and it is not known when it will be enacted but could be in force for the 2010/2011 tax year, although it is still unclear.
Update Changes to Income Tax
The higher rate of income tax will now be 50% rather than the 45% previously announced.
Dividends within this band of income will be taxed at 42.5%.
This will apply to taxable income above £150,000 from April 2010 and not 2011 as announced in November 2008.
From April 2010 the rate applicable to trusts will rise from 40% to 50%, with a dividend trust rate of 42.5%.
From April 2010 individuals with “adjusted net income” of £100,000 will lose £1 of personal allowance for every £2 their income exceeds this limit. The adjusted net income is calculated in the same way as for the restriction of allowances applying to taxpayers over 65, which deducts losses and grossed up pension contributions and gift aid payments from gross income.
It was originally intended to withdraw allowances in two slices at £100,000 and £140,000 – the taxpayer losing half the allowances in each slice.
This will now be a single adjustment to the allowances applying at £100,000.
Some tax charges applying to registered pension scheme taxable events are linked to the higher rate of income tax. These will therefore be made at 50% from 2010 rather than 40%.
The rate of tax relief on pension contributions will be restricted from 6 April 2011 for those with incomes of £150,000 or more.
The relief will be restricted to basic rate, which is normally given at source.
There is to be an anti forestalling measure to prevent those with income in excess of £150,000 from accelerating their pension contributions into the period between now and April 2011, to gain the benefit of tax relief at 40% or 50%. The rules will impose a special annual allowance and provide a tax charge on the scheme if this is exceeded. It will be restricted so that it affects only those making contributions in excess of £20,000 in a tax year, but will also apply to contributions made by the employer, and to enhancements of benefits in defined benefit schemes.
As already announced, dividends from foreign companies in which the shareholder owns more than 10% of the shares will attract a tax credit of one ninth. However, this measure will only apply to dividends paid on or after 22 April 2009, and to dividends from companies which arise in “qualifying territories” – essentially those with whom the UK has a DTA with a non discrimination article. The credit will also apply to offshore funds which are largely invested in equities.
The favourable treatment available to furnished holiday lettings is to be abolished in April 2010. This will affect income tax, CGT and potentially IHT. In the meantime properties within the EEA come within the regime and retrospective claims may be made for the benefit of the FHL rules to apply.
Income tax relief on a loan used to invest in a partnership or close company will be restricted to prevent a notified avoidance scheme from being effective. The scheme provided an exit arrangement which protected the investor from investment risk. The announcement was made on 19 March, so the change applies from that date.
Personal allowances can be claimed by non resident taxpayers under certain circumstances. The right of Commonwealth citizens to claim personal allowances in the UK is to be withdrawn from April 2010 as it is not compliant with human rights legislation. Most claimants will be able to claim on other grounds.
There are a number of changes to the remittance basis rules for non domiciled individuals which were introduced in Finance Act 2008. These include exemption from filing a tax return (from April 2008) for non doms with up to £10,000 foreign employment income and £100 bank interest which has been taxed abroad.
Ashfield Launch New Website
Our new website is now complete providing daily accountancy news direct from Accountingweb. You will also find useful links to other sites under our "other resources" page.
Not just yet !
The team of Mark, Emma, Rob and Sam has now expanded to cope with the increased request for our services. Tracey has joined the team to assist with data entry, payroll and general accounts processing. The sub-contract accountants have been increased to include Lisa who is now helping Chris & Phil provide the additional assistance to management and compliance accounts services.
The next filing deadline is for P35 End Year PAYE returns that must be with HMRC by the 19th May 2009.
We will be working on these shortly
Following on from last year any paper Tax Returns have to be with HMRC by the 31st October 2009. The filing deadline for electronic returns is still 31st January 2010.
As always there is a free initial consultation for any prospective client who wishes to see if we are the right accountancy firm for them