The Forbes Company Secretarial software has 4 main functions

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.

11.3.1 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.

See tools/events/view or the appendices for further information.

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.

11.4.1 Share Certificates

Share certificates are produced automatically in when using the transfer or allotment event.

You can also produce and edit them manually by going to the share certificates tab and using edit.

Choose Print from the File menu to print the entire register of share certificates, or choose Tools / share certificates / print range to print a subset.

11.4.2 Minutes

Meetings of the board of directors and the annual general meeting should be minuted. Certain actions should be agreed and/or reported at such meetings. There is a standard minute facility to automate this as much as possible.

If for example you choose the director appointment event it will generate the appropriate form for companies house and generate a minute for the next board of directors meeting and the next AGM. Use event DM or event AGM to hold such a meeting. All the accumulated standard minutes will be put together to form the minutes of that meeting and an entry put in the register under the minutes tab.

For certain events, such as the dividend event, a directors meeting for that single agenda item will be created.

See tools/events/view and tools/minutes/standard minutes or the appendices for further information.

11.4.3 Dividends

The dividend event produces adds a dividend to the register of dividends and minutes it. You can also edit the register of dividends by going to the dividends tab and choosing edit.

To produce dividend vouchers choose Tools / Dividend vouchers. This will allow you to select a particular dividend and then produce dividend vouchers for all members holding shares that have received that dividend.

Please note if regenerating historical dividend vouchers, if the shareholdings have since changed the vouchers will be incorrect and need to be manually edited.

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.

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 Memorandum and Articles templates - please see the section below.

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).

11.5.7 Editing Memorandum and Articles templates

The memorandum and articles that are generated are based on templates. You may edit the templates and keep multiple sets. This is done through various options in the Tools / Company formation / memorandum and articles sub menu.

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.

AR01 DM01

11.6.3 Form AR01 annual return

To complete a form AR01 (annual return) choose AR01 annual return from the Form menu. 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.

11.6.4 Form DM01

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.

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.

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.

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.

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 :-

For Electronic Incorporation please see the section below entitled "Electronic Incorporation".

The Company Forms Secretarial Electronic Filing service operates by the electronic transmission of documents to Companies House via XML

11.10.1 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.

11.10.2 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 sent to Companies House.

11.10.3 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.

11.10.4 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:

11.10.5 Receiving and Interpreting Responses

A sample success response showing submission number and time stamp

A sample success failure response showing submission number and time stamp and errors

11.10.6 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.

11.10.7 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.

11.10.8 Envelope numbers

Each transmission includes a unique envelope number. It will start at 1 with your first transmission and then increment. The current envelope number is shown under Tools / User Setup / Transmission. If you move to a new computer or completely reinstall windows this number will be lost. You will need to go into Tools / User Setup / Transmission and enter an envelope number that is greater than any that you have used before.

11.10.9 The Log

A log is kept of transmissions. This can be accessed from the log icon.

You can bring up a log for all clients or just the selected one. It will show date of transmission and submission(envelope) number in the transid column.

10.11 Electronic Incorporation

Please read section 10, about submitting company forms electronically. This section describes specific details of electronic incorporation.

10.11.1 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.

10.11.2 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.

10.11.3 Supplementary information

Sometimes it is necessary to attach supplementary information to a formation to justify the use of sensisitve words. The software will detect certain words and suggest wording for the supplementary information that will be sent with the transmission in the PCL format required by CH. Occasionally it will be necessary to produce this PCL file your self, for example if you need to include a scanned document or say a word document. To do this you will need a PCL printer 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).

The PCL printer driver will appear as another printer on your system and printing to PCL will produce a .pcl file. This must be copied to the folder with all the other data files and renamed as eincsup.pcl before the transmission is sent to CH.

10.11.4 Electronic incorporation via XML gateway

From October 2009 electronic incorporation is via the XML gateway. From April 2009 the old email system and the xml gateay run in parallel. To use the xml gateway, go into Tools / user setup / advanced and tick "use XML gateway for EINC" See the section below on XML gateway transaction numbers.

10.11.5 Electronic incorporation via XML gateway

A sample success response showing submission number and time stamp

A sample success failure response showing submission number and time stamp and errors

2 - 3 hours after submission, go to eFile download responses

A sample response from efile / download responses when there are certificates or accounts waiting

A sample response from efile / download responses when there are no certificates or accounts waiting

10.11.6 Electronic incorporation of LLPs

Make sure the company type under the advanced tab is set to LLP.

For LLP formation, under roles tick "LLP member". For designated members also tick "LLP designated member".

There must be at least 2 designated members.

For members in an LLP do NOT complete nationality or occupation.