NATURALCOLLECTION LTD — registered particulars and secretariat record

Particulars as entered

Registered name: NATURALCOLLECTION LTD
Registered number: 14130851
Jurisdiction of registration: England & Wales
Date of incorporation: 25 May 2022
Registered office: Tandem Industrial Estate, Wakefield Road, Tandem, Huddersfield, HD5 0AL, United Kingdom
Principal activity: Activities of other holding companies not elsewhere classified (SIC 64209)
D-U-N-S number: 228966749
Correspondence: secretariat@naturalcollection.online

The company holds shares; it keeps books; it consolidates figures made elsewhere in the group. The entries below set the work out in the order the secretariat records it, each under the field name the register uses.

Group structure

The figure states the form of the holding, not its extent. How many undertakings are held is settled by the group accounts delivered to Companies House, and by each undertaking’s register of members.

Form of the group: One parent above the undertakings it holds; each holding is a separate line of ownership, and no undertaking holds shares in another.
Direction of ownership: Downward from the parent, by shares registered in its name in each undertaking’s register of members.
Direction of reporting: Upward to the parent, monthly; figures originate in the undertaking and are not rewritten above it.
Activity of the parent: Holding the shares, keeping the registers, and providing the group services set out under the eleventh entry.
Separateness of the undertakings: Each undertaking contracts on its own account; each keeps its own books; each board approves its own accounts.

The shareholdings held

A holding is a bundle of rights, and the secretariat records each of them. The entry in an undertaking’s register of members is the title; the certificate evidences it. Certificates are held at the registered office, in the order the entries were made.

What constitutes the title: The entry in the undertaking’s register of members, against the name of the parent.
What evidences the title: The share certificate issued on registration, retained at the registered office with the group file.
Rights carried: The vote at a general meeting of the undertaking; the dividend once declared; the right to that undertaking’s accounts.
Manner of exercise: In writing. Resolutions of the member are signed and filed; a decision taken in conversation is minuted before it is acted on.
Particulars entered on acquisition: The number and class of shares, the consideration given, the date of the instrument, and the date of registration.
Occasion for recomputation: An issue, a transfer or a cancellation in the undertaking; the holding is recomputed against the date of the transaction. The seventh entry sets out that arithmetic.
Where a holding changes band: A fresh entry is made in the register of persons with significant control, cross-referred to the instrument.

The five books

Five registers are kept at the registered office, each in its own book. Every book is open to inspection on the terms the Companies Act sets. What each records is summarised here; the second folio, statutory registers, sets each book out at length.

Register of members

Records: Name and address of each member, the number and class of shares held, and the date of registration.
Entered on: The date of registration, not the date of the instrument of transfer.

Register of directors

Records: Name, service address, country of residence, nationality, occupation, and month and year of birth.
Entered on: The effective date the instrument of appointment or resignation states.

Register of secretaries

Records: Name and service address of a secretary appointed, with the date of appointment; a corporate secretary by registered name and number.
Entered on: The date of appointment; a cessation is itself an entry, and the book is kept either way.

Register of persons with significant control

Records: Each person meeting a specified condition, which condition is met, and the band the control falls in.
Entered on: The date the person became registrable; a registrable legal entity is entered by registered number.

Register of charges

Records: A charge created over the company’s property, described shortly, with the date of creation and the person entitled.
Entered on: The date of creation; satisfaction is annotated against the entry and the memorandum filed with it.

How an entry is made

An entry is made by the secretariat, on documentary evidence, in the order the papers arrive. The instrument is dated on receipt; the entry carries both the date of the event and the date of the entry.

The instrument is received and stamped with the date of receipt.
The evidence is read against the field names the register uses.
The entry is made, carrying the date of the event and the date of the entry.
Any related book is entered in the same sitting and cross-referred.
The change is notified to Companies House within the period the Act allows.
The filed notification is placed with the instrument, and the file is closed.

Authority for an entry: A document. An entry is made on paper received, never on a report of it.
Evidence for an appointment: The signed consent to act and the instrument appointing, read together.
Evidence for a transfer: The executed stock transfer form, with the certificate surrendered or an indemnity in its place.
Evidence for a change of address: Written notice from the person concerned, signed and dated.
Period allowed: Fourteen days from the event recorded; the register then shows both dates.
Where evidence is incomplete: The matter is held open and the gap is noted; the entry waits for the paper.
Superseded particulars: Struck through and left legible, so a register’s sequence is readable from the book alone.

Group filing calendar

Three dates govern the year of a private company, each worked from a date already known to it. The calendar restates those rules and applies them to dates supplied here. It reads nothing from the public register.

Guide only. The arithmetic is set out beside every result; a filing position is settled by the public register.

Annual accounts

Rule applied: accounting reference date plus nine months for a private company; for a first accounting period, twenty-one months from the date of incorporation in its place.

— — confirm the position on the public register before relying on this date.

Confirmation statement

Rule applied: the review period runs twelve months from the last confirmation statement, or from incorporation where none has been delivered; the statement falls due fourteen days after that period ends.

— — confirm the position on the public register before relying on this date.

Company tax return

Rule applied: accounting reference date plus twelve months.

— — confirm the position on the public register before relying on this date.

Each rule is written out in full above, so the same date can be worked by hand from the same figures. Where a month has no corresponding day, the last day of that month is taken.

Effect of an allotment on a holding

An allotment in an undertaking moves the parent’s proportion without touching the shares it holds. The number held stays where it was; the denominator grows beneath it. The sheet works that movement out, and states which band the resulting proportion falls in.

Guide only. Every figure is arithmetic on the numbers entered here; a holding is settled by the register of members of the undertaking.

Holding before

Proportion held immediately before the allotment: —

—

Holding after

Proportion held immediately after the allotment: —

—

Band entered

Band the resulting proportion falls in: —

—

The unit a holding is measured in

A register of persons with significant control does not record a percentage. It records one of four bands, and a proportion is entered by the band it falls in. That is the unit a group reorganisation is actually working to. The scale below places the proportion computed in the entry above; the marker moves as those figures are changed.

The boundaries sit at twenty-five, fifty and seventy-five per cent. An allotment that carries a holding across one of them is the occasion for a fresh entry; an allotment that leaves it within its band changes the figure and not the record.

Band I: Not more than 25 per cent. A holding here is below the line at which the share condition is met.
Band II: More than 25 per cent, not more than 50 per cent. The first band at which the share condition is met.
Band III: More than 50 per cent, less than 75 per cent. An ordinary resolution of the undertaking carries on the parent’s vote alone.
Band IV: 75 per cent or more. A special resolution of the undertaking carries on the parent’s vote alone.

The sheet above also states the number of new shares that would have to be taken up for the proportion to stand where it was. That figure is the practical test of whether an allotment needs answering at all.

The accounting reference date

The group works to one accounting reference date. A common date lets the figures consolidate without a stub period; one timetable then serves the whole group. The date is a matter of record at Companies House, and a change to it is filed before it is worked to.

Why the date is common: Coterminous periods consolidate directly; a shortened or extended period is otherwise carried through every schedule.
Counted at the date: Stock and work in progress, counted in each undertaking and signed off by the officer who counted it.
Agreed after the date: Intra-group balances, in the four weeks following; a difference is settled before consolidation begins.
Draft figures at the parent: By the eighth week, from each undertaking, on the schedules the group accounts need.
Order of approval: Each undertaking’s board approves its own accounts; the parent approves the group accounts afterwards.

What each undertaking sends up

Reporting runs upward on a monthly cycle. The figures come from the undertaking’s own ledger, which stays the single record of them. The parent compares; it does not rewrite.

The monthly submission, by item
Item	Drawn from	What the parent does with it
Trial balance	The undertaking’s nominal ledger at the month end	Loaded to the consolidation schedule without adjustment
Intra-group schedule	Balances owed to and by other undertakings	Matched against the opposite undertaking’s schedule
Disclosure note	Matters the officer considers need stating	Read, queried where needed, carried to the group file
Annual schedules	Fixed asset movements, related party transactions, analysis of turnover	Assembled into the group accounts once a year

Cycle: Monthly, with the annual schedules carried on the submission for the final month of the period.
Where balances disagree: The difference is queried against both ledgers and closed in writing; the closing note is filed with both submissions.
Log: Every submission is logged on arrival, by undertaking, month and officer.

Services recharged within the group

Some functions sit with the parent because they are indivisible: the secretariat, maintenance of the registers, the reporting timetable. The cost is borne first by the parent, then recharged to the undertakings that use it.

Functions held centrally: The secretariat; the statutory registers; the group reporting timetable and the consolidation that follows it.
Basis: Agreed in writing before a recharge is raised, and stated on the invoice it is raised on.
Period covered: Stated expressly; a recharge covering part of a month says so, and the calculation is attached.
Form of the charge: An ordinary invoice between two named companies, settling through the ledgers like any other balance.
Entry on both sides: In the same month, so the intra-group schedules agree at the reference date.
Where a basis changes: The new basis is agreed in writing before the first invoice raised on it; the old basis stays on the file.

Recording a change of officer

A change of officer is recorded three times over, in a fixed order. The instrument is dated on receipt; the register is entered against the effective date the instrument states; the change is then notified to Companies House.

First step: Receipt. The instrument is dated on arrival and read for the particulars the register needs.
Second step: Entry, in the register of directors or of secretaries, against the effective date stated.
Third step: Notification to Companies House, inside the period the Act allows, with the filed copy kept against the instrument.
Where control is touched: The register of persons with significant control is entered in the same sitting; the two entries are cross-referred.
Residential addresses: Entered in the register of usual residential addresses, which is kept apart and closed to public inspection.
Test of a finished record: File, register and public record agree; where they do not, the file is reopened.

Correspondence with the secretariat

Correspondence reaches the company at secretariat@naturalcollection.online. Post is delivered to the registered office in Huddersfield. Both routes are read by the secretariat.

Address for correspondence: secretariat@naturalcollection.online
Address for post: Tandem Industrial Estate, Wakefield Road, Tandem, Huddersfield, HD5 0AL, United Kingdom.
A request to inspect a register: Answered in writing. The request should name the register wanted and state the purpose the information will be put to, the Act requiring that purpose to be given.
Notice affecting a register: An appointment, a resignation, a transfer, a change of address; it travels best as the signed instrument, which is the evidence an entry is made on.
What becomes of a message: Set out in the register of processing kept by the secretariat, with the period each class of record is kept for.