The company is a holding company. It owns the shareholdings in a small group of trading undertakings in West Yorkshire; it keeps the statutory registers; it coordinates the group's reporting and the services recharged within it. The sections below set out what that work consists of, in the order the secretariat records it.
The company sits above the undertakings it holds; it trades in nothing itself. Ownership runs downward, one line to each undertaking. Every undertaking trades on its own account and keeps its own books. The figure below is an index graphic; it fixes the form of the holding and nothing else.
A holding is a bundle of rights, and the secretariat records each of them. Share certificates are held at the registered office. The entry in an undertaking's register of members is the title; the certificate evidences it. Holding the shares carries the vote at a general meeting, the dividend once declared, and the right to that undertaking's accounts.
The parent exercises those rights in writing. Resolutions of the member are signed and filed; they are not taken by conversation. Where an undertaking issues, transfers or cancels shares, the parent's holding is recomputed against the date of the transaction. Consideration given, and the class of share acquired, are entered with it.
Five registers are kept, each in its own book. Every book is open to inspection on the terms the Companies Act sets.
A member's name and address is entered, with the number and class of shares held, and the date of registration. Transfers are entered against the date of registration, not the date of the instrument. Where a member ceases to hold shares, the date of cessation is entered; the entry itself is kept.
Particulars of each director are entered: name, service address, country of residence, nationality, occupation, and month and year of birth. Residential addresses sit in the separate register of usual residential addresses. Appointments and resignations are entered against the effective date the instrument states.
Where a secretary is appointed, the name and service address are entered with the date of appointment. The register is kept whether or not an appointment subsists; a cessation is itself an entry. A corporate secretary is entered by registered name and registered number.
The register records each person meeting a specified condition, and which condition is met. The nature of the control is entered as a band; the date on which the person became registrable is entered with it. Where a body corporate in the group is a registrable legal entity, its registered number is entered beside its name.
A charge created over the company's property is entered with a short description, the date of creation, and the person entitled. Copies of the instruments are kept with the register. Where a charge is satisfied or released, the entry is annotated; the memorandum of satisfaction is filed against it.
An entry is made by the secretariat, on documentary evidence. Evidence for an appointment is the signed consent to act and the instrument appointing. Evidence for a transfer is the executed stock transfer form, with the certificate surrendered or an indemnity in its place. Evidence for a change of address is written notice from the person concerned.
Entries are made within fourteen days of the event recorded; the register then carries the date of the event and the date of the entry. Where evidence is incomplete the matter is held open and the gap is noted. Superseded particulars are struck through and remain legible, so a register's sequence is readable from the book.
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; it is arithmetic for the secretariat's diary, and a filing position is settled by the register.
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.
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.
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.
The group works to one accounting reference date. A common date lets the undertakings' figures be consolidated without a stub period, and lets one timetable serve the whole group. The date is a matter of record at Companies House, and any change to it is filed before it is worked to.
An internal timetable hangs off that date. Stock and work in progress are counted at the date itself. Intra-group balances are agreed in the four weeks after it; a difference is settled before consolidation begins. Draft figures reach the parent by the eighth week. Each undertaking's board approves its own accounts before the parent approves the group's.
Reporting runs upward on a monthly cycle. Each undertaking sends a trial balance, a schedule of intra-group balances, and a note of any matter needing disclosure. The figures come from that undertaking's own ledger, which stays the single record of them.
The parent's part is comparison. Balances that disagree between two undertakings are queried against both ledgers, and the query is closed in writing. Once a year the same submission carries the schedules the group accounts need: fixed asset movements, related party transactions, the analysis of turnover. Every submission is logged on arrival.
Some functions sit with the parent because they are indivisible: the secretariat, maintenance of the registers, the reporting timetable. The cost of those functions is borne first by the parent, then recharged to the undertakings that use them.
A recharge is documented before it is raised. The basis is agreed in writing, the period covered is stated, and the calculation is attached to the invoice. Recharges are raised between two named companies on ordinary invoices, and settle through the ledgers like any other balance. Each recharge is entered on both sides in the same month, so the intra-group schedules agree at the reference date.
Correspondence reaches the company at secretariat@naturalcollection.online. Post is delivered to the registered office in Huddersfield. Both routes are read by the secretariat.
A request to inspect a register is answered in writing. The request should name the register wanted and state the purpose the information will be put to, since the Act requires that purpose to be given. Notice affecting a register — an appointment, a resignation, a transfer, a change of address — travels best as the signed instrument, which is the evidence an entry is made on. What becomes of a message once it arrives is set out in the register of processing kept by the secretariat.
A change of officer is recorded three times over, in a fixed order. The instrument is received and dated on receipt. The entry is made in the register of directors or of secretaries, against the effective date the instrument states. The change is then notified to Companies House inside the period the Act allows.
Where the change touches the register of persons with significant control, that register is entered in the same sitting; the two entries are cross-referred. The filed notification is kept with the instrument, so file, register and public record agree. A change in an officer's residential address is entered in the register of usual residential addresses, which is closed to public inspection.