Axsuma Corporate Services Limited
This Services Schedule shall apply where the “Managed Entity” is a company (the “Company”).
1. COMPANY FORMATION SERVICES
We will arrange for a company to be formed in accordance with your instructions. Alternatively, and when available, we will supply a ready-made or shelf company and transfer ownership and control of that company from ourselves to the appointees of your nomination.
2. TRANSFER OF COMPANY ADMINISTRATION
2.1. We shall provide such assistance as we agree is necessary or desirable in order to transfer the administration of the Company to us.
2.2. You will make full disclosure to us of all relevant information and documentation connected with the Company. We will rely on the information and documentation being, to the best of your knowledge, true and correct, and we will not, unless otherwise agreed in writing, carry out a review of it.
2.3. You acknowledge and accept that the steps necessary to transfer the administration of the Company to us will depend upon how the Company has previously been administered. We therefore reserve the right to require you to sign additional documentation that we consider necessary in connection with the transfer.
2.4. We shall not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations that is caused by any work carried out by another corporate service provider or other third party which provided services to you or the Company before its transfer to us.
3. REGISTERED OFFICE ADDRESS
3.1. If you so request, we shall:
(a) provide the use of an address as your registered office (an "Address"); and
(b) subject to sub-paragraph 3, share electronically, during normal business hours, official correspondence received for the Company at this Address to such an email address as you may from time to time notify to us in writing.
3.2. You shall:
(a) not use any Address for any purpose other than the stated purpose without our express permission; and in particular shall not use any Address for any purpose connected with or for the promotion of your trading or business activities; and
(b) provide us with a postal and/or email address to which correspondence received by us at the address shall be sent and give 30 days’ prior written notice to us of any change in such forwarding address.
3.3. We reserve the right to:
(a) open and review correspondence, including parcels, received at the address. We reserve the right to destroy mail at our discretion (e.g. unsolicited marketing circulars or where we have sent you a copy by email); and
(b) upon giving you 21 days’ prior written notice alter any Address. We shall not be responsible for any costs incurred by the Company or any other person as a result of such an alteration.
4. SERVICE ADDRESS
4.1. We shall:
(a) provide the use of an address (a "Service Address") as the service address for those individuals you have notified to us in writing. For the purpose of this paragraph, "Nominated Person" means such a person and "Nominated Persons" shall be construed accordingly; and
(b) subject to sub-paragraphs 3 and 4 forward, during normal business hours, correspondence received for any Nominated Person at this Service Address to such an email address as you may from time to time notify to us in writing.
4.2. You shall:
(a) not, and you shall procure that each of the Nominated Persons shall not, use the Service Address for any purpose other than the stated purpose and in particular shall not use any Service Address for any purpose connected with or for the promotion of the Company’s or any of the Nominated Persons’ trading or business activities;
(b) provide us with a single postal, email and/or facsimile address for all Nominated Persons to which correspondence received by us at the Address shall be sent and give 30 days’ prior written notice to us of any change in such forwarding address or number; and
(c) ensure that each Nominated Person is fully aware of any instructions that are given by the Company, or any other person upon whose instructions we are entitled to act under the terms of the Contract, in relation to the service provided under this paragraph.
4.3. We reserve the right to:
(a) open and review correspondence, including parcels, received for any Nominated Person at a Service Address. We reserve the right to destroy mail at our discretion (e.g. unsolicited marketing circulars or where we have sent you a copy by email); and
(b) upon giving you 21 days’ prior written notice alter any Service Address. We shall not be responsible for any costs incurred by the Company, any Nominated Person or any other person as a result of such an alteration.
4.4. You acknowledge and accept that where a Nominated Person is not easily identifiable in any correspondence received at a Service Address, we may not be able to forward the correspondence. We shall not be liable in any way to the Company, any Nominated Person or any other person for any loss or damage whatsoever arising directly or indirectly where we are not able to forward the correspondence because the Nominated Person is not easily identifiable in that correspondence.
4.5. Where any Nominated Person is not easily identifiable in any correspondence we will destroy the correspondence.
5. SINGLE ALTERNATIVE INSPECTION LOCATION (SAIL)
5.1. If you so request, we shall:
(a) provide the use of an address as your single alternative inspection location ("SAIL"); and
(b) subject to sub-paragraph 3, forward, during normal business hours, correspondence received for the Company at the SAIL to such an email address as you may from time to time notify to us in writing.
5.2. You shall:
(a) not use any SAIL for any purpose other than the stated purpose and in particular shall not use any SAIL for any purpose connected with or for the promotion of the trading or business activities of the Company; and
(b) provide us with a postal and/or email address to which correspondence received by us at the SAIL shall be sent and give 30 days' prior written notice to us of any change in such forwarding address.
5.3. We reserve the right to:
(a) open and review correspondence, including parcels, received at a SAIL. We reserve the right to destroy mail at our discretion (e.g. unsolicited marketing circulars or where we have sent you a copy by email);
and
(b) upon giving you 21 days' prior written notice alter any SAIL. We shall not be responsible for any costs incurred by you as a result of such an alteration.
6. COMMERCIAL MAIL FORWARDING
6.1. We shall:
(a) provide the use of an address for use as a forwarding address for commercial mail ("Forwarding Address");
and
(b) subject to sub-paragraph 3 forward, during normal business hours, correspondence received for the Company at this Forwarding Address to such address as you may from time to time notify to us in writing.
6.2. You shall provide us with a postal and/or email address to which correspondence received by us at the Forwarding Address shall be sent and give 30 days' prior written notice to us of any change in such forwarding address.
6.3. We reserve the right to:
(a) open and review correspondence, including parcels, received at a Forwarding Address. We reserve the right to destroy mail at our discretion (e.g. unsolicited marketing circulars or where we have sent you a copy by email); and
(b) upon giving you 21 days' prior written notice alter any Forwarding Address. We shall not be responsible for any costs incurred by the Company or any other person as a result of such an alteration.
7. COMPANY SECRETARIAL SERVICES
Company secretarial
7.1. We shall:
(a) if required, provide a suitable corporate body or person to hold office as the Company’s company Secretary;
(b) prepare a minute of the first board meeting of the Company or a written board resolution to record the formation of the Company (where applicable);
(c) create and hold the Company’s registers as instructed by you;
(d) remind and advise you of the latest date on which:
(i) any annual return or local equivalent statement must be filed at the relevant companies registry;
(ii) any accounts must be filed at the relevant companies registry;
(iii) any registration or other annual fee which is required to maintain your good standing must be paid to the relevant companies registry;
(e) prepare and, subject to receiving:
(i) any information and documentation that we require to complete it, including the Unique Personal Codes of any directors and persons with significant control;
(ii) any other confirmations that we request as part of our filing procedures; and
(iii) your confirmation of its accuracy and the required filing fee, file at the relevant companies registry any annual return or local equivalent statement required by the Company’s legal domicile of incorporation;
(f) where appropriate, prepare any minutes and resolutions required in relation to the approval of any statutory accounts (if any); and
(g) file the Company’s statutory accounts, if required, at the relevant companies registry.
7.2. Any actions taken by us as company secretary, including consideration of documents, instructions and requests for additional services, do not fall within the annual fee for this service and so will be charged at our rates in force at the relevant time. As company secretary we shall sign any documentation requiring the signature of the company secretary if requested by you or on your behalf from time to time, provided that we have received sufficient authorisation and information from the Company or its officers, employees, members, beneficial owners or advisers and payment of our fees.
7.3. We may, on giving to you at least 21 days’ prior written notice, remove any person provided by us from the office of company secretary and replace him or it with another suitable person and shall, at our cost, provide the minutes or resolutions and forms required to effect the change. You shall, at your cost, take all steps and obtain all approvals, which are required to give effect to any such change.
Registered email address
7.4. If the Company is registered in the United Kingdom we shall, if required:
(a) provide an email address as the Company’s registered email address ("Email Address"); and
(b) as appropriate:
(i) review and seek your instructions upon correspondence received for the Company at the Email Address and/or
(ii) forward, during normal business hours, correspondence received for the Company at the Email Address to such email address as you may from time to time notify to us in writing.
7.5. We reserve the right, upon giving you 21 days’ prior written notice, to alter any Email Address. If we so alter the Email Address we shall, at our cost, prepare the appropriate documentation and make the necessary filing at the relevant companies registry. We shall not, however, be responsible for any other costs incurred by the Company or any other person as a result of such an alteration.
7.6. You shall:
(a) not use the Email Address for any purpose other than as the Company’s registered email address; and, in particular, shall not use the Email Address for any purpose connected with or for the promotion of your trading or business activities; and
(b) provide us with an email address to which correspondence received by us at the Email Address shall be sent and give 30 days’ prior written notice to us of any change in such forwarding email address.
8. ID&V SERVICE
Identity verification service
8.1. Where we agree to provide our identity and verification service (the “IDV Service”) for the purposes of the Economic Crime and Corporate Transparency Act, 2023, we shall make available our solution (the “IDV Solution”) to support the person whose identity is to be verified (the “IDV Subject”).
8.2. When the IDV Solution is made available to an IDV Subject, he or she will be required to accept additional terms and conditions relating to the use of the IDV Solution. You accept that the IDV Subject will not be able to use the IDV Solution until he or she has agreed to those terms and conditions.
8.3. If the verification process is successful, the IDV Subject shall be issued a unique identification number by Companies House. You and/or the IDV Subject shall be responsible for the holding and security of that number. It shall not be delivered to or retained by Axsuma as part of the IDV Service.
8.4. You acknowledge and accept that, when providing the IDV Service, we:
(a) do not guarantee a successful verification or the issuing of a unique identification number by Companies House;
(b) may, at our discretion, request additional documentation and/or information in relation to the application for verification; and
(c) may, at our discretion, refuse to submit an application for verification to Companies House and/or withdraw the use of the IDV Solution for any reason, including where
(i) we believe that the documentation used to support the verification is not genuine, in-date or otherwise valid;
(ii) the IDV Subject appears on any sanctions list in the UK or elsewhere; or
(iii) where any connection with criminal or fraudulent activity is detected by the IDV Solution.
8.5. You warrant that:
(a) you have authority from the IDV Subject to instruct us to provide the IDV Service in relation to that IDV Subject;
(b) you have made the IDV Subject aware of sub-paragraphs 1 – 7 and the IDV Subject has accepted them;
(c) you reasonably believe that the documents used to verify the IDV Subject will be genuine, in-date and otherwise valid, and any information provided by you shall, as far as you are aware, be true and accurate in all respects; and
(d) you reasonably believe that utilisation of the IDV Service and the IDV Solution by the IDV Subject is not intended to be for any criminal or fraudulent purpose.
8.6. Our fee for the IDV Service will provide support through the identification verification process on one occasion. If the identity of an IDV Subject cannot be verified on the first attempt, one further attempt is included in our fee. If it is not possible to complete identity verification on the second attempt, a new application must be made, and an additional fee paid. Our fee for the IDV Service is non-refundable.
8.7. We shall have no liability in relation to the IDV Service where:
(a) the application for verification is unsuccessful except in the case of our gross negligence, fraud or wilful misconduct;
(b) we decline to provide or withdraw the use of the IDV Service and/or the IDV Solution where you or the IDV Subject has not complied with their obligations under the Contract or where our IDV Solution detects any connection with criminal or fraudulent activity;
(c) where the information and/or documents provided to us in connection with the application are not genuine, in-date and otherwise valid; or
(d) where the Verification Subject does not use the IDV Service in time to comply with the requirements of the Economic Crime and Corporate Transparency Act, 2023.
9. AXSUMA PROFESSIONAL DIRECTOR SERVICE
9.1. We shall provide a suitable individual to act as director of the Company who will be appointed alongside Axsuma’s corporate director (for UK Companies). For the purposes of this paragraph, "Director" means such individual person.
9.2. You acknowledge and agree that:
(a) the Director may, at any time, require additional information in order to assess any request and you shall procure that any requests for information by the Director are promptly met;
(b) any person appointed as a director owes certain duties by law to the Company. As a result, any Director may refuse to carry out any requests made by you or on your behalf if:
(i) he/she regards those requests as being unlawful, unreasonable or as not promoting the success of the Company for the benefit of the Company’s members as a whole or are otherwise inconsistent with what the director in his absolute discretion considers to be his statutory or fiduciary duties to the Company;
(ii) complying with those requests would, in his/her opinion, compromise his professional status or standing or any guidelines for professional conduct in any jurisdiction in which the Company or the Director is resident or domiciled or by whose regulations the Director is governed; or
(iii) any request for additional information made by the Director is not met to the Director’s reasonable satisfaction.
9.3. Unless otherwise agreed in writing, during the term of the appointment of any Director, the Company shall subscribe to our Accounting and Corporation Tax services and our Company Secretarial service (including the appointment of a company secretary), as set out in the Contract.
9.4. You acknowledge and agree that any Director or Directors shall at all times during the term of their appointment have adequate control and/or supervision over all of the Company’s bank accounts. Accordingly, unless otherwise agreed, you shall:
(a) subscribe to our Bank Account Opening and Signatory service, as set out in the Contract, or
(b) Where agreed with Axsuma and the Director, provide as a minimum, a view access to any bank account opened or to be opened.
9.5. You shall ensure that there are sufficient funds in the Company’s bank account to enable the Director or Directors to meet the Company’s obligations as they fall due when Axsuma signatory service is in place. The Director(s) shall pay at their discretion fees (including any professional fees), fines, tax, or other liabilities whose non-payment might lead to the Company either being struck off the register or incurring further liabilities, and may, at their discretion but acting in accordance with their statutory and/or fiduciary duties as directors, sell any assets of the Company in order to pay such fees, fines, tax or liabilities. If Axsuma signatory service is not being provided, you will ensure that the account controller(s) agree to the same provisions.
9.6. We shall open and review correspondence, including parcels, which is received by us and is addressed to the Company or the Director.
9.7. Any actions taken by any Director, including consideration of documents and requests, do not fall within the annual fee for this service and so will be charged at our rates in force at the relevant time.
9.8. We may, on giving to you at least 21 days’ prior written notice, where we consider it necessary or desirable, apply to strike off the Company and take such steps as we consider expedient in relation to the making of such an application, including the filing of any outstanding accounts and annual returns.
9.9. You acknowledge and accept that a Director may, from time to time, consider it necessary or appropriate to seek advice or services from a third-party adviser (whether in UK or elsewhere) (an "Adviser"), in connection with his/her role as director. An Adviser shall include but shall not be limited to a professional legal, accounting or taxation adviser. While we will usually obtain your consent before obtaining such advice or services (such consent not to be unreasonably withheld or delayed), we reserve the right to obtain them without your consent where the Director, in their discretion, considers it necessary or appropriate. We may, at our discretion:
(a) pay the Adviser’s charges and recharge them to you with our own fees; or
(b) where the Adviser’s charges are not more than £10,000, pay those charges by transferring funds to the Adviser from any of the Company’s bank accounts where we provide an authorised signatory service, without any further authority from you.
9.10. We may need to request from you that an initial classification is conducted by a suitable professional for the purposes of the Foreign Account Tax Compliance Act (FATCA), Common Reporting Standard (CRS) and any similar legislation then in force. Any such classification will also need an annual review, and the Director will need to see the results of the annual review and any FATCA or CRS filings made. Any additional time spent initiating, being involved with or reviewing results of the classification filings does not fall within the annual fee for this service and so will be charged at our rates in force at the relevant time.
9.11. You acknowledge and accept that, should the activities of the Company or the location of those activities change, the Director may decide to resign his/her position. We may, however, continue to provide other services to the Company after any such resignation.
9.12. We may, on giving to you at least 21 days’ prior written notice, remove any person provided by us from the office of director and replace him/her with another suitable person and shall, at our cost, provide the minutes or resolutions and forms required to effect the change. You shall, at your cost, take all steps and obtain all approvals, which are required to give effect to any such change.
10. AXSUMA CORPORATE DIRECTOR
10.1. We shall provide a suitable corporate body to act as a director of the Company and act alongside an individual director nominated by Axsuma or alongside a client director when agreed. For the purposes of this paragraph, "Director" means the Axsuma corporate director.
10.2. You acknowledge and agree that:
(a) any Director may, at any time, require additional information in order to assess any request and you shall procure that any requests for information by the Director are promptly met;
(b) any person appointed as a director owes certain duties by law to the Company. As a result, any Director may refuse to carry out any requests made by you or on your behalf if:
(i) it regards those requests as being unlawful, unreasonable or as not in the best interests of the Company or are otherwise inconsistent with what the director in its absolute discretion considers to be its statutory or fiduciary duties to the Company;
(ii) complying with those requests would, in its opinion, compromise its professional status or standing or any guidelines for professional conduct in any jurisdiction in which the Company or the Director is resident or domiciled or by whose regulations the Director is governed; or
(iii) any request for additional information made by the Director is not met to the Director’s reasonable satisfaction.
10.3. Unless otherwise agreed in writing, during the term of the appointment of any Director, the Company shall subscribe to our Accounting and Company Secretarial services (including the appointment of a company secretary), as set out in the Contract.
10.4. You acknowledge and agree that the Director shall at all times during the term of their appointment have adequate access, control and supervision over all of the Company’s bank accounts.
10.5. You shall ensure that there are sufficient funds in the Company’s bank account to enable the Director to authorise and meet the Company’s obligations as they fall due. The Director shall pay or arrange payment at its discretion fees (including any professional fees), fines or other liabilities whose non-payment might lead to the Company either being struck off the register or incurring further liabilities.
10.6. We shall open and review correspondence, including parcels, which is received by us and is addressed to the Company or the Director.
10.7. Any actions taken by any Director, including consideration of documents and requests, or any mandatory annual or periodic filings that are required under Applicable Law by the Company, do not fall within the annual fee for this service and so will be charged at our rates in force at the relevant time.
10.8. You acknowledge and accept that, should the activities of the Company or the location of those activities change, the Director may decide to resign its position. We may, however, continue to provide other services to the Company after any such resignation.
10.9. We may, on giving to you at least 21 days’ prior written notice, remove any person provided by us from the office of director and replace it with another suitable person and shall, at our cost, provide the minutes or resolutions and forms required to effect the change. You shall, at your cost, take all steps and obtain all approvals, which are required to give effect to any such change.
11. BANK ACCOUNT APPLICATION
11.1. We shall undertake all administrative steps to open a bank account in the Company’s name or as instructed by you.
11.2. You shall promptly provide any due diligence which is required by the bank as a pre-condition to the opening of the bank account.
11.3. You acknowledge and accept that we do not monitor the performance or stability of any bank that we introduce to you, or the stability of any jurisdiction in which such bank is located. We therefore accept no liability for any loss of funds held in any bank account of the Company caused by or connected to the performance or stability of any such bank or the stability of any such jurisdiction.
11.4 Axsuma cannot provide any guarantee that the selected bank will agree to open a new account and for unsuccessful applications, the fees charged cannot be reimbursed.
12. BANK SIGNATORY SERVICES
12.1. We shall:
(a) provide authorised signatories to operate your bank account;
(b) provide you, based on instructions you will have provided, with copies of the bank statements if or as and when we receive them; and
(c) subject to sub-paragraphs 2 and 4 make any payments out of the account in accordance with your written instructions.
12.2. You shall:
(a) provide clear and timely instructions in relation to any payments out of the account which are required to be made together with full details of the reason for such payments and any supporting documentation that we may require; and
(b) notify us in advance of any payments into the account.
12.3. We shall not undertake any transaction to or from the account other than one specifically authorised under the terms of the Contract and in accordance with your instructions including any transfer between accounts under our control which would either prevent the Company incurring an interest charge or result in any account benefiting from a higher interest rate.
12.4. We are subject to anti-money laundering and other financial crime legislation in the UK which requires us to carry out certain compliance checks including obtaining sufficient information to understand the source and purpose of any funds passing through any bank account to which we provide signatories. Accordingly, we may ask for further information and documentation before processing any transaction and we may refuse to implement any requested transaction.
12.5. You acknowledge and accept that we do not monitor the performance or stability of any bank that we introduce to you, or the stability of any jurisdiction in which such bank is located. We therefore accept no liability for any loss of funds held in any bank account of the Company caused by or connected to the performance or stability of any such bank or the stability of any such jurisdiction.
13. CORPORATE SHAREHOLDER SERVICES (THE “NOMINEE SERVICES”)
13.1. We shall arrange for one of our group companies to:
(a) apply to be registered as the holder of shares in the Company (the "Shares") on behalf of the beneficial owner(s) of the shares (each an "Owner"); and
(b) when so registered, execute a declaration of trust or nominee agreement in our standard form in favour of each Owner.
13.2. Any actions taken at any Owner’s request by the nominee shareholder provided by us, including any actions in order to comply with the declaration of trust, do not fall within the annual fee for the nominee shareholder services and so will be charged at our rates in force at the relevant time.
13.3. We may change the identity of the company provided by us to hold the Shares from time to time. We will normally give not less than 21 days’ prior written notice to the relevant Owner of the change but reserve the right (at our discretion) to give less or no notice. We shall, at our cost, provide the transfer forms and new declaration of trust necessary to give effect to the change. Each Owner shall, at their cost, take all steps and obtain all approvals which are required to give effect to any such change.
13.4. Each Owner acknowledges that we accept no liability for the actions of any proxy or corporate representative appointed by us at that Owner’s request or at the request of a person authorised to give us instructions.
14. PREPARATION OF ANNUAL FINANCIAL STATEMENTS IN UK
14.1. The directors of the Company are required to prepare financial statements for each financial year, which give a true and fair view of the state of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the directors are required to:
(a) select suitable accounting policies and reporting standards and then apply them consistently.
(b) make judgements and estimates that are reasonable and prudent; and
(c) prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
14.2. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and enable financial statements to be prepared which comply with the Companies Act 2006 (the “Act”). The directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
14.3. The directors are responsible for determining whether, in respect of the year, the Company meets the conditions for exemption from an audit set out in the Act, namely that it qualifies as a small company, or in the case of a group company the group qualifies as a small group in relation to that year by the Company, or the group in the case of a group company meeting at least 2 of the following conditions:
(a) its turnover in that year is not more than £15 million (where the Company’s financial year commenced before 6 April 2025 this figure is £10.2 million);
(b) its balance sheet total for the year is not more than £7.5 million (where the Company’s financial year commenced before 6 April 2025 this figure is £5.1 million); and
(c) it has less than 50 employees.
14.4. The directors are responsible for determining whether, in respect of the year, the exemption is not available for any of the reasons set out in the Act.
14.5. The exemption is available only if the directors sign a statutory declaration on the balance sheet.
Your responsibilities
14.6. To enable us to carry out our work you agree:
(a) to make available to us as and when required, all the Company’s accounting records and related financial information, as well as any other documentation we decide is necessary to carry out our work. You will make full disclosure to us of all relevant information and documents. We will rely on the information and documents being true, correct and complete and we will not audit the information or those documents;
(b) that you will approach such third parties as may be appropriate for information that we both consider necessary to deal with the Company’s accounts;
(c) to provide us with the information in sufficient time for the Company’s accounts to be completed and submitted by the due date following the end of the accounting period. In order that we can do this, we need to receive all relevant information within 3 months of the Company’s year-end. Information received after 3 months deadline will incur additional time spent and will be charged at our rates in force at the relevant time;
(d) to review the draft accounts in relation to the Company’s business affairs and statutory position; and
(e) to obtain answers to queries and additional records as required.
Our responsibilities as accountant
14.7. If the Company is exempt from audit, our only responsibilities arise from those specifically agreed upon between us in respect of our professional services.
14.8. We do not have any responsibility to report whether any shareholder of the Company has notified the Company that he or she requires an audit. Consequently, we have no responsibility to carry out any work in respect of this matter.
14.9. Should our work indicate that the Company is not entitled to exemption from an audit of the financial statements, then we will inform you of this. In these circumstances, if appropriate, we will discuss with you the need to appoint suitable auditors.
14.10. We have a professional duty to prepare financial statements that conform with generally accepted accounting principles. Furthermore, the directors have a duty to prepare financial statements that comply with the Act and applicable accounting standards.
Scope of accountancy work
14.11. Our work will not be an audit of the financial statements in accordance with auditing standards. Accordingly, we will not obtain any evidence relating to entries in the accounting records, or to the financial statements or to the disclosures in the financial statements. Nor will we make any assessment of the estimates and judgments made by you in the preparation of the financial statements. Consequently, our work will not provide any assurance that the accounting records or the financial statements are free from material misstatement, whether caused by fraud, or other irregularities or error. In addition, we have no responsibility to determine whether you have maintained proper accounting records in accordance with the Act and we will not address this point unless you specifically request us in writing to do so.
14.12. Since we have not carried out an audit, nor confirmed in any way the accuracy or reasonableness of the accounting records maintained by the Company, we are unable to provide any assurance as to whether the financial statements that we prepare from those records present a true and fair view.
14.13. Where you ask us to liaise with the Company’s auditors, this shall not form part of our annual fee and will be charged on a time spent basis at our rates in force at the relevant time.
14.14. As part of our normal procedures when preparing the financial statements we will usually attach a representation letter addressed to them. This representation letter will state that they have been prepared from the books and records of the Company and from information supplied by the directors.
14.15. As part of our normal procedures we may request you to provide written confirmation of any information or explanations given to us orally during the course of our work.
15. OFFSHORE ACCOUNTING SERVICES
15.1. It is best practice for the directors of the Company to prepare financial statements for each financial year, which give a true and fair view of the state of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the directors should:
(a) select suitable accounting policies and reporting standards and then apply them consistently;
(b) make judgements and estimates that are reasonable and prudent; and
(c) prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
15.2. Directors’ responsibilities include keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and enable financial statements to be prepared according to the applicable accounting standards in the Company’s jurisdiction. Directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Your responsibilities
15.3. To enable us to carry out our work you agree:
(a) to make available to us as and when required, all the Company’s accounting records and related financial information, as well as any other documentation we decide is necessary to carry out our work. You will make full disclosure to us of all relevant information and documents. We will rely on the information and documents being true, correct and complete and we will not audit the information or those documents;
(b) that you will approach such third parties as may be appropriate for information that we both consider necessary to deal with the Company’s accounts;
(c) to review the draft accounts in relation to the Company’s business affairs and statutory position; and
(d) to obtain answers to queries and additional records as required.
Our responsibilities as accountant
15.4. If the Company is exempt from audit, our only responsibilities arise from those specifically agreed upon between us in respect of our professional services.
15.5. We do not have any responsibility to report whether any shareholder of the Company has notified the Company that he or she requires an audit. Consequently, we have no responsibility to carry out any work in respect of this matter.
15.6. Should our work indicate that the Company is not entitled to exemption from an audit of the financial statements, then we will inform you of this. In these circumstances, if appropriate, we will discuss with you the need to appoint suitable auditors.
15.7. We have a professional duty to prepare financial statements that conform with generally accepted accounting principles. Furthermore, the directors have a duty to prepare financial statements that comply with the relevant legislation and applicable accounting standards. Where we identify that the financial statements do not conform to accepted accounting principles or if the accounting policies adopted are not immediately apparent, this will be made clear in our report, if it is not clear in the financial statements.
Scope of accountancy work
15.8. Our work will not be an audit of the financial statements in accordance with auditing standards. Accordingly, we will not obtain any evidence relating to entries in the accounting records, or to the financial statements or to the disclosures in the financial statements. Nor will we make any assessment of the estimates and judgments made by you in the preparation of the financial statements. Consequently our work will not provide any assurance that the accounting records or the financial statements are free from material misstatement, whether caused by fraud, or other irregularities or error. In addition, we have no responsibility to determine whether you have maintained proper accounting records and we will not address this point unless you specifically request us in writing to do so.
15.9. Since we have not carried out an audit, nor confirmed in any way the accuracy or reasonableness of the accounting records maintained by the Company, we are unable to provide any assurance as to whether the financial statements that we prepare from those records present a true and fair view.
15.10. As part of our normal procedures when preparing the financial statements we will attach an accountant's report to them. This report will state that they have been prepared from the books and records of the Company and from information supplied by the directors.
15.11. As part of our normal procedures we may request you to provide written confirmation of any information or explanations given to us orally during the course of our work.
16. PREPARATION AND FILING OF ANNUAL CORPORATION TAX RETURNS IN UK
16.1. Where we are instructed to act as the Company’s tax agent, we will apply to HMRC to be so registered. Once you receive the authorisation code from HMRC, you will promptly provide it to us so that we can complete our authorisation and act as the Company’s tax agent.
In practice, HMRC will treat this as authority to correspond with us, in which case it will not correspond with the
Company except to the extent that it is formally required to do so. However, this authority does not apply to all HMRC correspondence, and even where it does, HMRC sometimes overlook it. Therefore the Company shall always send us the originals or copies of all communications the Company receives from HMRC.
16.2. We will prepare from the accounts and other information and explanations provided by you the Company’s corporation tax return and computations, together with all supporting schedules and, where necessary, amended returns. We will then submit it, with the accounts and computations to HMRC. You understand that the filing of the return creates a legal charge without further action by HMRC.
16.3. We will advise you of the amounts of corporation tax to be paid and the dates by which the Company should make the payments. (Broadly if the Company's taxable profits exceed £1.5 million per annum, the Company will be required to make quarterly instalment payments commencing six and a half months into the accounting period. Interest will be charged on instalments paid late and credited on those paid early.) Where appropriate we will initiate repayment claims when tax has been overpaid.
16.4. If you wish, we will advise you whether quarterly corporation tax payments ought to be made, but in order to do this you will need to provide us with appropriate management information accounts.
16.5. We will advise you as to possible claims and elections arising from the tax return and from information supplied by you. Where instructed by you, we will make such claims and elections in the form and manner required by HMRC.
16.6. We will deal with all communications relating to the Company’s tax return addressed to us by HMRC or passed to us by the Company. However, if HMRC choose your return for enquiry this work may need to be the subject of a separate assignment in which case we will seek further instructions from you. To avoid any problems the Company should send to us any forms or correspondence received from HMRC as soon as the Company receives them. In particular the Company should ensure that no payments are made to HMRC without our confirmation that the demands are correct.
16.7. We will agree with HMRC the Company's liability to corporation tax should the corporation tax self-assessment return be challenged. However, any enquiry work relating to the return is additional work and will result in separate charges. We will keep the Company informed before undertaking any extra work.
16.8. We will prepare the tax provisions and disclosures to be included in the Company’s statutory accounts.
16.9. We will complete, using information provided by you, return form CT600. We will advise you of the amounts of corporation tax that are due, and the due date for payment and we will submit the form. You must inform us immediately if the Company makes or receives any distributions, or receives or pays any interest or similar amounts under deduction of tax.
16.10. There are strict time limits and penalties relating to the above. In order to avoid these penalties, we will endeavour to produce statutory accounts within the required period provided that all Company records are complete and presented to us within 5 months of the year-end and all subsequent queries are promptly and satisfactorily answered.
16.11. We will be responsible for the preparation, using the information provided by the Company, of form CT61 regarding payments made by the Company with deduction of tax. The form CT61 will be sent to the Company for approval and signature before submission to HMRC. We will advise the Company of the amounts of income tax that are due, and the due date of payment. The Company must inform us immediately if the Company receives or pays any interest, or makes any other payment, or transfers any asset, to a shareholder.
16.12. Where the Company has made a loan to a participator such as a shareholder, tax may be payable. We can be responsible for notifying you of the tax payable only if you notify us of details of such loans before the end of the relevant accounting period.
16.13. Where we have also agreed to undertake the agreement of the directors' personal taxation liabilities up to date and for each future year that we produce the Company's account a separate engagement letter to each director concerned shall be agreed.
16.14. We will consider issues relating to UK taxation only in providing the Services set out in this paragraph and without limitation we will not assess or advise on international tax issues or issues of international VAT or other sales tax.
‘IR35’
16.15. It is the Company’s responsibility to notify us of any engagements that the Company consider may fall within the scope of the regulations known as ‘IR35’.
16.16. The application of the rules that determine whether an engagement is relevant to IR35 is very subjective and is therefore open to different interpretations. For this reason, we cannot accept any responsibility for the final decision made in respect of whether a particular engagement does or does not fall within the scope of IR35. In borderline cases, we can only advise that an application is made to HMRC to give a ruling based on the facts of each engagement.
16.17. In order to allow us to complete the necessary work each year to determine if any additional tax liability arises from the application of IR35 to the Company's situation, it is essential that the Company provide us with sufficient, accurate and complete accounting records that allow us to identify all the IR35 relevant sales receipts and expenditure for the year ending 5 April each year. Unless we receive these records by 8 April of each year, we shall be unable to complete the necessary work in order to advise the Company on how much additional tax, if any, the Company may be required to pay by 19 April in that year.
Your responsibilities - provision of information by you
16.18. The Company is legally responsible for making correct returns by the due date and for payment of tax on time. Failure to meet the deadlines may result in automatic penalties and/or interest.
16.19. To enable us to carry out our work you agree:
(a) that all returns are to be made on the basis of full disclosure of all sources of income, charges, allowances and capital transactions;
(b) to provide full information necessary for dealing with the Company’s affairs. We will rely on the information and documents being true, correct and will not audit the information or those documents;
(c) that we can approach such third parties as may be appropriate for information that we consider necessary to deal with the Company’s affairs;
(d) to provide us with information in sufficient time for the Company’s tax returns to be completed and submitted by their due date following the end of the accounting period;
(e) to forward to us on receipt copies of notices of assessment, letters and other communications received from HMRC to enable us to deal with them as may be necessary within the statutory time limits; and
(f) to keep us informed about significant transactions or changes in circumstances.
Corporation tax inspections by HMRC
16.20. Where the Company is selected for a corporation tax inspection by HMRC we will:
(a) provide notification to you of the inspection;
(b) attend any meeting that HMRC require us to attend; and
(c) reply to any queries raised by HMRC before, during or after the inspection visit.
16.21. Any work that we carry out in relation to a corporation tax inspection is not covered by the annual fee. We will charge for any work that we carry out on a time incurred basis.
16.22. To assist us in relation to a corporation tax inspection you agree to provide us with such information and documentation as we reasonably require in sufficient time for us to respond to HMRC’s queries. We will rely on the information and documents being true, correct and will not audit the information or those documents.
16.23. We will be pleased to advise on any taxation matters that may be referred to us and would strongly encourage the Company to approach us before entering into any complex or unusual transactions in order that we can assess their tax implications.
17. BOOKKEEPING AND MANAGEMENT ACCOUNTANCY
Your responsibilities
17.1. If not already held by us, you undertake to make available to us as soon as reasonably practicable after the end of the relevant month or quarter (as the case may be), all the Company’s accounting records and related financial information for the quarter or month in question, which we consider necessary to carry out our work. Such records and information include, for the quarter or month in question:
(a) all bank statements relating to the Company’s bank accounts;
(b) all sales and purchases information relating to the Company;
(c) if relevant, details of the annual stocktaking, suitably priced and extended in a form which will enable us to verify the prices readily by reference to suppliers’ invoices, or a copy of the valuation report produced by the Company’s independent stock-takers; and
(d) if relevant, details of any work-in-progress as at the end of the relevant month or quarter and any other information from which the details of the work-in-progress are compiled.
17.2. You undertake to make full disclosure to us of all relevant accounting records and any related financial information.
Scope of bookkeeping and management accountancy work
17.3. We will:
(a) reconcile the records of receipts and payments supplied to us with the bank statements of the Company’s bank accounts;
(b) post and balance the purchases and sales ledgers; and
(c) complete the postings to the nominal ledger.
17.4. We will provide to you, after you have complied with your obligation to provide the documentation and information set out above in relation to each month or quarter (as the case may be):
(a) management accounts for the quarter or month being a profit and loss account and balance sheet of the Company; and
(b) a detailed list of sales and purchase ledger balances.
17.5. We will not confirm in any way the accuracy or completeness of the accounting records of the Company received by us. We are therefore unable to provide any assurance as to whether the management accounts or list of sales and purchase ledger balances that we prepare from those records present an accurate reflection of the financial position of the Company.
18. REGISTRATION FOR PAY AS YOU EARN (“PAYE”) SCHEME FOR PAYROLL IN THE UK
18.1. You have asked us to undertake to register the Company as an employer with HMRC and act as your agent with regard to the application. As at the date of the Contract you are not yet registered.
18.2. In order to start the registration, we will send you an initial questionnaire which you must complete fully.
18.3. On receipt of your answers we may require further information and clarifications to complete the application.
18.4. Once all questions have been answered and all information received we will submit the application electronically to HMRC.
18.5. You undertake that you/your staff will ensure that all relevant questions within our questionnaire are answered to the best of your ability based on the information available at the time.
18.6. We can also refer you to an agent to get advice on setting up an appropriate pension scheme provider wherever required but we cannot assist in finding one ourselves. Where we do so, we cannot advise you whether the scheme recommend by that agent is appropriate, nor do we accept any responsibility for the services provided by that provider.
18.7. We accept no responsibility for the application being denied by HMRC arising due to inaccuracies or omissions in the information provided which may lead to a misdeclaration or further information arising from HMRC question or research.
19. PAYROLL AND YEAR END RETURN (FOR UP TO TWO EMPLOYEES)
19.1. We will arrange the maintenance of the Company’s payroll records, supply you or your employees (as previously agreed) with completed monthly payslips. We will supply you with payroll reports on a monthly basis showing the breakdown of gross wages and taxes payable per employee alongside the P32 which shows how much should be paid to HMRC. In the email enclosing these reports we will highlight the amount payable and provide you with the payment deadline. We will then submit the monthly Real Time Information (RTI) to HMRC through our systems. At the end of the tax year we will complete your year end return forms and submit them electronically to HMRC. We will also supply to you or your employees their annual P60s.
19.2. If the Company has a pension scheme, which is subject to auto-enrolment as part of maintaining the Company’s payroll records, we will also ensure the pension contributions are included as specified by the agreement between the pension provider, Company and employee.
19.3. In order for us to prepare your payroll and year end returns we will require the following information from you:
(a) personal details of all employees (i.e. name, NI number, home address, etc. in accordance with the new employee payroll form);
(b) all or any P45s received by you;
(c) where P45s are not available a new starter form will be provided for your completion;
(d) notification within two weeks of any employee who is ill for more than four or more calendar days, including weekends, bank holidays etc. This will enable us to operate statutory sick pay for you;
(e) notification of any employee who becomes pregnant. This will enable us to operate statutory maternity pay;
(f) details of any money or benefits made available to employees by you or by a third party through you (including scheme numbers and contacts for third party suppliers of childcare vouchers and pensions);
(g) hours worked, rates of pay, bonuses etc.;
(h) notification of employees engaged by you or leaving your employment;
(i) contracts of employment for each employee;
(j) any notice of coding received by you;
(k) details of your pension provider; and
(l) confirmation of the rates that should be used for each employee when calculating the pension contributions.
Please ensure that any new employee’s details are shared with us at least 3 weeks in advance of their first pay run to ensure we have sufficient time to set up and process the payroll. If we are not informed at least 3 weeks in advance, we cannot guarantee the individual’s salary will be processed in the next monthly payroll.
19.4. Where changes are required to the pension amounts, we reserve the right to charge additional fees for this work on a time spent basis. This will be discussed with you before the work is undertaken.
19.5. Where you have nominated us to communicate with your pension provider on your behalf and appointed us as a named administrator with the pension provider, we reserve the right to charge additional fees on a time spent basis for any tasks that are required as administrator.
19.6. You will be responsible for completing the checks on a new employee’s eligibility to live and work in the UK in accordance with the Government’s Code of Practice ‘Preventing Illegal Working’ and sections 15 to 25 of the Immigration, Asylum and Nationality Act 2006, and will be required to provide documentation to this effect.
19.7. Unless we instructed otherwise, we usually run monthly payroll on the last working day of the month and employees will receive their payslip via a Xero portal.
P11D benefits for directors/officers and higher paid employees
19.8. We will need to be informed at the beginning of each tax year of any benefits that are received as these will need to be calculated via monthly payroll. Previous use of the form P11D for the directors and higher-paid employees can no longer be used at the end of the given tax year.
19.9. You agree to supply us with complete and accurate details of all benefits and expenses for the tax year (not the accounts year) within 14 days of the end of the tax year.
20. UK VALUE ADDED TAX (VAT) REGISTRATION
20.1. You have asked us to undertake the Company’s VAT registration. As at the date of the Contract you are not yet VAT registered.
20.2. In order to start the registration, we will send you an initial questionnaire which you must complete fully.
20.3. On receipt of your answers we may require further information and clarifications to complete the application.
20.4. Once all questions have been answered and all information received we will submit the application electronically to HMRC.
20.5. You undertake that you/your staff will ensure that:
(a) all relevant questions within our questionnaire are answered to the best of your ability based on the information available at the time;
(b) valid invoices are received for all purchases and sales to demonstrate the company can apply for VAT registration; and
(c) valid bank statements are provided for the application process.
20.6. Further, as the application is prepared solely on the basis of information provided by you, we can accept no responsibility for the application being denied by HMRC, arising due to inaccuracies or omissions in the information provided which may lead to a misdeclaration or further information arising from HMRC question or research.
21. UK VALUE ADDED TAX (VAT)
21.1. You have asked us to undertake the completion of your VAT returns and your EC Sales Lists (if required) and act as your VAT agent. We cannot be held responsible for any penalties or default surcharges arising from the late submission of VAT returns. However, we will endeavour to meet the relevant deadlines if we receive all the Company’s VAT records within 14 days of the end of the VAT return period. Failure to share all relevant records within 14 days of the end of the VAT return period will result in additional time spent and fees will be charged at our rates in force at the relevant time.
21.2. When the VAT return has been completed from the information supplied we will sign the form and any EC Sales List as the Company’s agent and submit the returns to HMRC. We will send a copy of the submitted forms to you. If you consider the returns to be incorrect, please contact us immediately.
21.3. If not already held by us, you undertake that you/your staff will ensure that:
(a) all relevant VAT records are forwarded to us within 14 days of the end of the VAT return period, failure to share all relevant records within 14 days of the end of the VAT return period will result in additional time spent and fees will be charged at our rates in force at the relevant time;
(b) valid VAT invoices are received for all payments and sales where VAT is being reclaimed or declared;
(c) the VAT rating of supplies is correctly dealt with, i.e. between positive and zero rates and exempt supplies;
(d) we are notified in writing of any positive-rated own consumption;
(e) any input VAT on non-business expenditure is clearly marked on supporting invoices;
(f) we are notified each quarter of any payments to or for the benefit of directors or staff for fuel used for private mileage, together with the business mileage of each such person, for each quarter; and
(g) all supplies made by the business are shown in the records made available to us.
(h) you will notify us immediately if you become aware that there is a change to the companies VAT registration threshold. Failure to notify us in a timely manner will result in additional time spent and fees will be charges at our rates in force at the relevant time.
21.4. Further, as the returns are prepared solely on the basis of information provided by you, we can accept no responsibility for VAT liability arising due to inaccuracies or omissions in your accounting procedures which may lead to a misdeclaration whether or not it is one on which penalties and interest may arise.
VAT inspections by HMRC
21.5. Where the Company is selected for a VAT inspection by HMRC we will:
(a) provide notification to you of the inspection;
(b) attend any meeting that HMRC require us to attend; and
(c) reply to any queries raised by HMRC before, during or after the inspection visit.
21.6. Any work that we carry out in relation to a VAT inspection is not covered by the annual fee. We will charge for any work that we carry out on a time incurred basis.
21.7. To assist us in relation to a VAT inspection you agree to provide us with such information and documentation as we reasonably require in sufficient time for us to respond to HMRC’s queries. We will rely on the information and documents being true, correct and will not audit the information or those documents.
22. NON RESIDENT LANDLORD APPLICATION / NON RESIDENT ENTITY APPLICATION
22.1. You have asked us to undertake the entity’s NRL or NR application. In order to start this application, we will ask you a series of questions which you must answer fully.
22.2. Upon receipt of your answers we may require further information and clarifications to complete the application.
22.3. Once all questions have been answered and all information received we will submit the application to HMRC.
22.4. As the application is prepared solely on the basis of information provided by you, we can accept no responsibility for the application being denied by HMRC due to inaccuracies or emissions in the information provided which may lead to a misdeclaration or further information arising from HMRC question or research.
23. NON RESIDENT LANDLORD / NON RESIDENT ENTITY RETURNS
23.1. We will complete and file the Company’s Non-Resident returns based on the information provided and will act as your tax agent.
23.2. We cannot be held responsible for any penalties or default surcharges arising from the late submission of the returns. However, we will endeavour to meet the relevant deadlines if we receive all the Company’s relevant information within 3 months of the deadline.
23.3. When the return has been completed, we will forward it to you for review and approval before submission.
23.4. We will also deal with all communications relating to the Company’s NRL / NR return addressed to us by HMRC or passed to us by the Company. However, if HMRC choose your return for enquiry this work may need to be the subject of a separate assignment in which case we will seek further instructions from you.
23.5. We will advise you of the amounts of tax to be paid and the dates by which the Company should make the payments. Where appropriate we will initiate repayment claims when tax has been overpaid.
23.6. As the returns are prepared solely on the basis of information provided by you, we can accept no responsibility for a liability arising due to inaccuracies or omissions in your accounting procedures which may lead to a misdeclaration whether or not it is one on which penalties and interest may arise.
23.7. The Company is legally responsible for making correct returns by the due date and for payment of tax on time. Failure to meet the deadlines may result in automatic penalties and/or interest.
24. ANNUAL TAX ON ENVELOPED DWELLINGS RETURNS
24.1. We will complete form ATED 1 to authorise HMRC to send us copies of formal notices.
24.2. We will also complete and file the Company’s ATED returns and will calculate the Company’s tax due based on the valuation of the property.
24.3. When the ATED return has been completed from the information supplied we will forward the return to you for approval before submission. Returns are submitted in advance for the year for this type of tax.
24.4. We will also deal with all communications relating to the Company’s ATED return addressed to us by HMRC or passed to us by the Company. However, if HMRC choose your return for enquiry this work may need to be the subject of a separate assignment in which case we will seek further instructions from you.
24.5. We will advise you of the amounts of ATED to be paid and the dates by which the Company should make the payments. Where appropriate we will initiate repayment claims when tax has been overpaid.
24.6. We will advise you as to possible reliefs and exemptions arising from the tax return and from information supplied by you. Where instructed by you, we will apply for such reliefs and exemptions in the form and manner required by HMRC.
24.7. As the ATED returns are prepared solely on the basis of information provided by you, we can accept no responsibility for ATED liability arising due to inaccuracies or omissions in your accounting procedures which may lead to a misdeclaration whether or not it is one on which penalties and interest may arise.
Your responsibilities – provision of information by you
24.8. The Company is legally responsible for making correct ATED returns by the due date and for payment of tax on time. Failure to meet the deadlines may result in automatic penalties and/or interest.
24.9. To enable us to carry out the work you agree to:
(a) provide us with a valuation of the property as at acquisition;
(b) provide us with a date of acquisition, the address of the property and the property title number and a copy of the deed;
(c) confirm if a professional valuation has been performed and provide a copy;
(d) confirm whether the property is a new build;
(e) confirm whether there has been any improvement or demolition works undertaken that will affect the value by £40,000 or more;
(f) confirm to what use the property is put (i.e. who the occupant is and whether they are deemed to be a related party); and
(g) provide us with such other information as we may reasonably require.
(h) you will obtain updated professional valuations as required to be performed on specific HMRC revaluation dates;
25. BOARD AND COMMITTEE MEETING SUPPORT
25.1. Subject to any instructions you may give, we shall:
(a) where we are given sufficient advance notice and have availability, attend Board and Committee meetings remotely, and record appropriately detailed and accurate notes. If in-person attendance is required, additional fees shall apply;
(b) prepare typed minutes and actions, and circulate the same for your review within 10 working days;
(c) provide appropriate advice on best and current corporate governance practice during any meeting we attend; and
(d) maintain records of meetings and, where provided to us, copies of the signed minutes if so required.
25.2. Any such services, support or advice which is provided prior to, or following the Board or Committee meeting, such as compilation or circulation of agendas, and preparation or distribution of Board pack, will incur additional fees.
26. ANNUAL COMPLIANCE FEE
Standard customer due diligence measures
26.1. We are legally obliged, under applicable anti-money laundering legislation, including The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 of the UK (the “Applicable AML Law”), to:
(a) apply customer due diligence measures (“CDD measures”) when a client establishes a business relationship with us; and
(b) conduct ongoing monitoring of the business relationship, including (i) scrutiny of transactions undertaken throughout the course of the relationship; and (ii) undertaking reviews of existing records and keeping the documents or information obtained for the purpose of applying CDD measures up-to-date.
Enhanced customer due diligence measures for politically exposed persons
26.2. In addition, we are obliged under the Applicable AML Law to manage the enhanced risks arising from a business relationship with a politically exposed person (“PEP”) by having in place appropriate risk-management systems and procedures to:
(a) determine whether a customer or the beneficial owner of a customer, or a person otherwise connected the Company, is a PEP; and
(b) manage the enhanced risks arising from our business relationship or transactions with such a customer.
26.3. Accordingly, to have, or to continue, a business relationship with a PEP, in addition to applying the standard CDD measures referred to above, we must:
(a) have approval from senior management for establishing or continuing the business relationship with the Company/PEP;
(b) take adequate measures to establish the source of wealth and source of funds which are involved in the proposed business relationship or transactions with the Company/PEP; and
(c) where the business relationship is entered into, conduct enhanced ongoing monitoring of the business relationship with the Company/PEP.
26.4. Given the enhanced procedures we are required to have in place, where one or more PEPs are connected with the Company, we reserve the right to charge a higher annual compliance fee. Any such higher fee will be communicated in writing to you.
27. UK ESTABLISHMENT (BRANCH) COMPLIANCE SERVICES
27.1. We shall:
(a) provide a suitable corporate body or person to accept service of process on behalf of you in respect of the UK establishment, if required; and
(b) file the statutory accounts required under the Applicable Law, if required by you, at Companies House.
Additional Services
27.2. We may at your request prepare and subject to receiving your confirmation of its accuracy and the required filing fee, file at Companies House documentation such as:
(a) changes to the relevant constitutional documents and related particulars;
(b) changes to your directors and/or secretary or in their particulars;
(c) changes to the person authorised to accept service of process on your behalf and/or the permanent representative in respect of the UK establishment or in their particulars;
(d) changes to the corporate name;
(e) changes to the accounting reference date in the current accounting period or in the previous accounting period if still capable of being made; and
(f) changes in the address or particulars of the UK establishment.
Any such Additional Services, do not fall within the annual fee for this service and so will be charged at our rates in force at the relevant time.
Contact us to discuss your corporate services needs and receive a tailored engagement proposal.