The Forbes Company Secretarial software has 4 main functions
Maintaining Registers of directors etc.
Producing Companies House forms
Producing other paperwork such as articles and memoranda, share certificates etc.
Logging the above activities.
11.2 Basic Operations
11.2.1 Getting started
Choose START then FORBES SYSTEMS then Company Secretarial
Alternatively you can enter through Clientbase or any other of the Forbes programs where you see the Company Register icon.
11.2.2 Select Client
The first time you work with a client in Company Secretarial you need to press the Select Client button. Select the client or press new to create a new client.
11.2.3 Entering addresses
Whenever an address is required in Company Secretarial, you have the option of entering a new address or reusing an existing address. This is particularly useful when the same address is used frequently such as an agent's address or the address of the director who is a director of many companies. Clicking on for instance Registered Office, or Trading address in the action buttons area of the screen, will bring up the Address dialog. If it is a new address, you can enter the details in the boxes. If however, the address has already been entered on the system, click on the Find button and you will see the following dialog.
11.2.4 Entering personal details
Whenever a person's details are required in Company Secretarial, you have the option of entering a new person's details, or just selecting someone that has already been entered. This is useful as an individual may have a role in several companies, or several roles in one company. Clicking on, for instance, Agent, or Contact in the action buttons area of the screen, will bring up the Person dialog. If it is a new person, you can enter the details in the boxes. If however, the person has already been entered on the system, click on the Find button. For officers of the company, Companies House require previous names to be given. In the event that the person has changed their name either by Deed Pole or through change of marital status, enter their previous name by clicking on the Previous name button.
11.2.5 Selecting or creating documents
At various times within the software you will be asked to select an existing item or to create a new one. An example would be clicking on Share Certificate in the action buttons area. The first time you do this there is not the option of viewing an existing share certificate. On subsequent usage of this button, you will be asked to select a previous share certificate to view, or create a new one. Either select an item from the list or press the New button.
11.2.6 Backing up
It is recommended that you backup the whole of the \forbes\clients subdirectory on a regular basis.
11.2.7 The Company Secretarial Screen
The main part of the screen is taken up with the register view. Clicking on the various tabs selects the various registers for display.
These may be printed by choosing print from the file menu.
11.3 Data entry
11.3.1 Event/Action model
The software is designed to be used via an event action model.
Pressing the events button allows you to specify and event such as a company formation, resignation of a director or allotment of shares.
This will produce a list of required actions such as completing forms and updating registers.
11.3.2 Direct editing
It is also possible to edit the data in one of the registers directly by selecting the appropriate register tab and then
pressing the edit button.
It is prefereable however to go through the event/action mechanism to ensure that all appropriate forms are generated.
11.3.3 Company name
Enter in Basic information panel.
11.3.4 Company registration number
Enter in Basic information panel. If you are setting up a new company i.e. Incorporation please enter 00000000.
11.3.5 Activity
Enter the primary activity of the company in Basic information panel.
11.3.6 Type
Select the company type from the drop down in the Basic information panel.
11.3.7 Registered Office address
Click on Registered office button in Action buttons area of the screen. See section 11.2.2 for details of entering or selecting addresses.
11.3.8 Officers
These may be entered during the company formation event or the officer appointment event.
Alternatively if using direct editing, click on the officers tab and choose edit. If you are completing an incorporation please enter 'incorporation' for the appointment date.
There are boxes for 'other directorships'. Whatever you type here will appear verbatim on Companies House forms such as form 10. The Form button can be used to generate forms 288a,b,c see section 11.7 below.
11.3.9 Shareholders/members
These may be entered during the company formation event or the allotment or transfer events.
Alternatively if using direct editing, click on the members tab and choose edit.
11.3.10 Secretary
This is entered under officers, see 11.3.8
11.3.11 Trading address
Click on the company details tab and press edit. Click on the trading address button.
11.3.12 Contact
Many statuatory forms require a contact.
This may be the agent or a representative of the company.
Click on the company details tab and press edit.
Click on the contact button.
See section above for details of entering or selecting people's details.
11.3.13 Agent
If there is someone acting as agent press the Agent button in the action buttons area. See section 11.2.3 for details of entering or selecting people's details.
11.4 Share Certificates
Share certificates are produced automatically in when using the transfer or allotment event.
It is also possible to produced or view share certificates using Tools then share certificate.
After entering details, press OK. This will take you into the share certificate module. You can view the certificate on screen. Within the share certificate module, choose Print from the File menu. Choose Exit from the File menu to return to the main Company Secretarial program.
11.5 Memorandum and Articles
11.5.1 Company formation
As part of the Company formation event memorandum and articles will be produced.
If you need to subsequently regenerate them this can be done by choosing Tools / Company formation.
11.5.2 Memorandum
Choosing Memorandum from the Secretarial menu takes you into a profroma memorandum. Chapter 2 of this manual covers the procedures for operating the Form Completion System. This part of the program is utilised by all the Forms and you should refer to that chapter of the manual for the common procedures.
11.5.3 Articles
Choosing Articles from the Secretarial menu takes you into a sample set of articles of association. These are based on Table A, which can be found in Statutory Instrument 1985 No.805 (as amended by S.I. 1985, No.1052). These are reproduced with the permission of the Controller of Her Majesty's Stationery Office. A company limited by shares may adopt Table A, which is a "model" set of articles, without modification. If it does so, it need not deliver articles for registration. If a modified form is adopted then the articles must be delivered for registration and must comply with the statuatory requirements. Table A will automatically apply to a company to the extent that its own articles do not exclude or modify it. The articles will be brought up in Microsoft Word. Making changes will only apply to the current client. To make changes to the master set of articles used for all subsequent clients, choose Tools then User Setup then Default articles.
11.5.4 Editing the mem and arts
You may edit the mem and arts when they are first brought up or at a later stage by choosing Tools / Company formation / Edit mem and arts.
This will bring up the mem and arts for this company in the html editor. When you make changes and then save a new .pcl copy will be be produced (see below).
It is also possible to edit the template mem and arts by choosing Tools / Company formation / Advanced / Edit master mem and arts
Finally it is possible to produce your own mem and arts in whatever program you wish - a wordprocessor for instance and print them as pcl - see below.
11.5.5 PCL copy
If you are using electronic incorporation (EINC) a copy of the mem and arts must be produced in the client folder as a pcl file.
For example if the client code is FORD and the paths are the defaults then eincmem.pcl should be produced in the c:\forbes\clients\FORD folder.
This will happen automatically if you are using our memorandum and articles.
Bring up your memorandum and articles in your wordprocessor. Choose File then Print and select the PCL printer driver.
Copy the resultant PCL file to the clients folder e.g c:\forbes\clients\FORD. Save the file as eincmem.pcl
11.5.6 Installing a PCL driver
PCL is the printer control language of HP printers. To create your own PCL files go into printers in control panel and choose "add a printer".
Choose to select from a list and pick HP then LaserJet 4.
When asked where you want to connect this to, choose File. After installing, rename the item in the printers folder to "MYPCL". (Do NOT call it PCL as this will conflict with the one installed by forbes).
11.6 Companies House Forms
11.6.1 Basic Form Filling Operations
Chapter 2 of this manual covers the procedures for operating the Form Completion System. This part of the program is utilised by all the Forms and you should refer to that chapter of the manual for the common procedures.
Select the Form button in the Action buttons area.
Most forms are covered in 11.7.1. Certain forms have enhanced support. See the following sections :-
11.6.2 General forms
Basic information will be automatically filled in one the following forms. Completion of the form fully is done in the form filling package.
To complete a form 10 choose 10 from the Form menu (or use the company formation submenu described in 11.10 below). The form will be completed, with basic information, Registered office, secretary and directors. Additional form 10(continuation) sheets will be added automatically if there are more than 2 directors. These can be viewed using the Additional pages icon in the form filler.
11.6.4 Form 363a annual return
To complete a form 363a choose 363a from the Form. The form will be completed, with basic information, Registered office, secretary and directors. Additional form 363a(continuation) sheets will be added automatically if there are more than 2 directors. The 363s (list of members) form will also be produced. These can be viewed using the Additional pages icon in the form filler.
11.6.5 Form 288A, 288B, 288C
To produce these forms, first bring up the Secretarial of directors. Do this by choosing Directors from the action buttons area of the screen. Select the director of choice and then click on Form. The form will be completed and brought up in the form filler.
11.7 Stock Transfer Forms
A stock trasnfer form will be generated automatically as part of the transfer event.
To complete a stock transfer form manually choose Stock transfer from the Form menu.
Chapter 2 of this manual covers the procedures for operating the Form Completion System. This part of the program is utilised by all the Forms and you should refer to that chapter of the manual for the common procedures.
11.8 Reports
The activity log is covered in section 11.9.1.
Company info, officers, members and all are covered in 11.9.2
11.8.1 Activity log
This part of the Company Secretarial keeps track of items as they are produced. The production of the following items is logged.
Directors interests
Allotments
Transfers
Charges
Debentures
Minutes
Share Certificates
Memorandum &Articles
Companies House Forms
Stock transfer forms
The log can be viewed for the current client by selecting Report then Activity log. Alternatively press Activity log in the Action buttons area of the screen.
The log keeps track of the date of creation, location of the document and a description.
It is also possible to keep track of who within your organisation created the document. This is why you were asked for your initials as the program started up. To change the current users initials, choose Tools then User Setup then User.
The user will change until this menu item is selected again. In a multi-user network environment each machine will remember its most recent user. Please cheque you invoice to for the number of licences you have purchased.
11.8.2 Other reports
These can be found under the reports menu.
11.8.3 Company info report
This reports the basic information such as Registered office address, trading address etc.
11.8.4 Company officer report
This reports the Secretarial of directors and the company secretarys names and addresses.
11.8.5 Member report
This produces a report of the members (shareholders).
11.8.6 All
The All report is an amalgamation of the other reports listed in 11.9.2.
11.9 Company formation
In order to stream line the formation of companies certain functionality, which can be found in various parts of the package is grouped together under Tools, Company Formation. The following commands are available :-
Form 10
Form 12
Form 88(2) allotment of shares
Form 225 change of accounting date
Articles
Memorandum
Share Certificate
For Electronic Incorporation please see the section below entitled "Electronic Incorporation".
11.10 Company Forms Electronic Filing
The Company Forms Secretarial Electronic Filing service operates by the electronic transmission of documents to Companies House via electronic mail (email)
11.10.1 Performing a communications test
From company secretarial, choose, Tools->Advanced->Communications Test->Company Filing and then click on FBI tab.
11.10.2 Preparing the data
Go into company secretarial software.
Choose the appropriate form from the form menu, or when taken in automatically as one of the actions from say the "add a director" event.
When the forms appear on screen you may produce a hardcopy of the forms 10 and 12.
Once you are happy with the data to be transmitted, click on the FBI tab.
11.10.3 Submitting the return
You submit a return by loading the return, going into the FBI tab. The following screen appears asking for your logon details.
Enter the Presenter ID, Authentication Code and Company Authentication (see below for further details) supplied by companies house. ( You must already have registered with Companies House ).
On pressing OK, you will then be prompted for Personal Authentication details (see below for further details):
A screen will then prompt you to Transmit. Click yes and the information is electronically mailed to companies house using your default email address. Please ensure this is the same as the email address registered with companies house or the submission will be rejected. Here is an example of the message transmitted to companies house:
11.10.4 Company Authentication
To replace the signature on paper forms and to comply with the Companies Act, all documents received via the Electronic Filing service must be authenticated by (or on behalf of) the company concerned. Before documents can be filed electronically for a company, that company must notify Companies House in writing of the code that it will use to authenticate documents, and details of who will be responsible for presenting them. Every document filed electronically MUST bear the relevant company authentication code or it will be rejected.
11.10.5 Personal Authentication
On appointment, under the Companies Act, directors must sign to confirm their 'consent to act'. To provide an electronic equivalent of this signature, electronic appointment documents must contain three items of personal information provided by the appointee, which may include:
Place of birth
Telephone number
National Insurance number
Passport number
Mother maiden name
Eye colour
Fathers first forename.
11.10.6 Receiving and Interpreting Responses
Any response from companies house will come by email. When the email arrives in your inbox, select all the text in the email and choose copy in your email provider (e.g. Outlook or Outlook Express). Then open up ProTax and click FBI - go to the FBI menu, click Advanced then Parse COE from clipboard and this will interpret the repsonse for you.
11.10.7 Document being Processed
The message received will initially be processed by checking the envelope data
supplied. If there are problems with this data, the envelope will be rejected at this point with a suitable reject message. No
document data will be checked or processed. If there are no problems with the return an email will be sent indicating that the submission is being processed.
11.10.8 Document Accepted / Rejected
After processing, a reply will be generated for each document received which will
indicate whether the document was accepted or rejected. In the case of rejected
documents, reject information will be supplied.
11.11 Electronic Incorporation
Please read section 10, about submitting company forms electronically. This section describes specific details of electronic incorporation.
11.11.1 Performing a communications test
From company secretarial, choose, Tools->Advanced->Communications Test->EINC and then click on FBI tab.
This testing should be carried out on each site the package is installed
incorporations are submitted to Companies House from that site.
Test will consist of a communications test message. (type 91 comms test)
A presenter to Companies House envelope header should be sent
values.
The Envelope type should be 91.
The presenter identifier and presenter authentication code will
allocated to the live account.
The package/software reference must be a number provided to client
supplier
Number of forms in envelope must be 00.
Envelope trailer must be supplied.
Email address to send test to is ef@ef.companies-house.gov.uk
Companies House will respond to any valid communications test received
a sample pdf file which contains a certificate of Incorporation.
This is a completely automated process and responses will be sent
Please allow 2 hours before contacting Companies House for non receipt
Once the customer is satisfied that they can communicate with Companies
receive/open pdf certificates they can start filing on the live service.
11.11.2 Preparing the data
First check the company name that you want is available - use Tools / Company Search.
Click on the EINC button
The first time you use this you will be asked if you want to create default secretary etc - this is covered in the section below.
Answer yes to "use new EINC wizard ?"
In the name and activity tab, complete the name of the company, the registered office and shares authorised.
In the people tab press the "add button" to add all the officers and subscribers of the company.
In the roles section towards the bottom right, select the relevant items. Often the same person has multiple roles, e.g. they are a director and subscriber.
Add the person once and then tick all the roles they perform. If you tick the subscriber role, make sure that you complete the number of shares box.
Often the declarant and witness will be the same for all companies formed (and maybe the company formation company itself).
This information can be completed under defaults - see below.
Press OK. If the information is incomplete e.g. no secretary has been specified, you will be asked if you want to use the default secretary etc. that you specified in the defaults - see below.
After pressing ok, you will be taken step by step through the remaining actions.
Just press "Do it now" to go through the steps of creating the articles, memorandum etc.
At the 3rd step - form einc - you will be taken into the transmission screen and your data will be sent to companies house. At this point you can exit from the software as you cannot proceed with the "confirm einc" step until you hear back from companies house.
When you have received confirmation of incorporation back from companies house you can go back into the software and select the relevant client.
At this stage you will be asked if you want to perform outstanding actions - answer yes. This will take you back into the actions screen at the confirm einc stage.
11.11.3 Default Officers etc
If you are forming a lot of limited companies with say the same registered office or same secretary (often a corporate entity) then it is useful to set these as defaults.
If, when using the wizard, you do not specify a secretary or registered office then the one specified in the defaults will be used.
Until you set some defaults, each time you go into the EINC wizard you will be asked to set them. If you have set some defaults but want to go back and amend them, choose Tools / Set Default
The screens for setting the default values look just like the screens of the normal EINC wizard, but instead of setting the information for the actual company in question they are setting it for a "default company" that sits in the background.
11.12 User setup
11.12.1 Paths
If your software is not installed in c:\forbes, select Tools, User Setup, Paths.
11.12.1 Mail
By default Forbes Company Register uses MAPI (mail application programming interface) to talk to your mail client.
This default should allow transmission via most mail clients e.g. outlook, outlook express, eudora, mozilla etc.
We also support a direct outlook driver that can be selected here. No further fields need to be completed.
The 3rd and final option for emailing is the use of our built in SMTP client.
You will need to fill in further details to accesses your SMTP server directly.
11.12.1 Advanced
If your software is not installed in c:\forbes, select Tools, User Setup, Paths.
