Jane Muir

Jane has over 30 years’ experience as a company secretary and has worked for client companies, both private and public, across a wide range of disciplines. She is a fellow of The Governance Institute (previously known as the ICSA).  She worked initially as a company secretary in financial services before joining a small corporate finance boutique in 1999, where she was responsible for a portfolio of client companies. In 2006 she started her own company secretarial practice and currently provides services for clients involved in the investment management, venture capital, pharmaceutical, media, leisure, technology and property sectors.

Jane enjoys working with early stage businesses as well as with more mature companies, and current clients include a fully listed plc. She has worked with many young companies and is able to adapt to their changing needs as their shareholder base grows, providing a comprehensive range of services from share registrar work to attending and minuting board meetings.

Tell us a little bit about your work and your role. 

Together with a colleague I provide company secretarial services to a number of clients from small start-ups to a fully listed company.   I am MD of my own company and oversee all the work we undertake.  

What does your work with a client usually involve?

It all depends on the client – for small start-ups it can be as simple as providing a registered office and maintaining the statutory registers.   For larger clients it can vary from dealing with regular share allotments and associated work in respect of new investments, to attending and minuting board meetings.

How did you get into this field of work? 

I had recently joined a centralised mortgage lender in an administrative role and was offered the opportunity to train and take on their company secretarial function as their accountant (as is often the case) didn’t want to do it!  

What excites you about your role?

Being naturally curious about how organisations function I enjoy the opportunity to get involved closely with my client companies and find out all about the issues which matter to them and how they deal with them.  I get satisfaction from feeling I have made things better and easier for them.

What does your ideal client look like?

A company which has been trading for a few years and has grown to a size where the accountant has got fed up with looking after the company secretarial work and is looking for someone to take it off their hands.   I particularly enjoy getting involved with board meetings so a company which has perhaps recently taken in investment from a corporate investor is an interesting prospect as they value the objectivity I can provide when minuting.

What have your highlights been so far?

After providing company secretarial services for a centralised mortgage lender and then a small corporate finance boutique, having the opportunity to set up my own company secretarial practice was exciting.  Being the company secretary for a fully listed company was something I had always wanted to do that finally achieving that was very satisfying.

What are the challenges currently facing your sector?

The burden of dealing with increased bureaucracy eg additional reporting responsibilities in respect of Anti-Money Laundering, the PSC regime, etc 

Do you find companies try to do this area of work themselves – and get stuck? What are the common issues?

Yes indeed – quite a lot of our relationships start when companies are under scrutiny and realise they have not kept proper records so need to tidy them up.   This is generally related to shares where share certificates may not have been issued, the share register (often no more than a cap table) is incorrect, and SH01 forms have been completed incorrectly.  We can go back through all the Companies House filings and the company’s own records in order to set up proper records and registers from incorporation, preparing and filing corrected forms where necessary. Another common issue for first-time entrepreneurs can be understanding the basis on which the percentages of shares held are calculated, eg he/she plans to issue 100 shares in due course but currently he/she owns the only 2 shares in issue so he doesn’t realise that they own 100% of the company, and not 2%!  Sometimes companies only do half the job – eg they tell you they ‘redeemed some shares’ last month but they haven’t understood that there are procedures to follow and paperwork which needs to be put in place!

Should a busy entrepreneur prioritise this area of work? How can they make time for it with everything else on their plate?

It’s important to get it right from the start, and although many people undervalue what company secretaries do because it’s not glamorous and doesn’t make them any money, they don’t understand potential pitfalls!   It isn’t hard but it is best done by someone who has real knowledge in this area in order to make sure the company doesn’t inadvertently do something wrong which later proves difficult to rectify.   It’s therefore a good idea to involve a professional from an early stage so the entrepreneur can concentrate on the essential activities to make a success of their new business. 

What’s the best advice you’ve been given?

To provide the best service that you can at a fair – but not necessarily the cheapest – price for the job.   

How do you see your work changing over the next ten years?

Like many other business areas, much of our work is already undertaken using electronic means, and this is likely to continue.  I imagine that in due course all filings made to Companies House will be made electronically rather than the current mixture of electronic and postal filings.

What do you do when you’re not at work?

My major non-work activity is singing in one of the London choruses attached to a major symphony orchestra. I have done this for over 30 years and it allows me the opportunity to take part in music-making at a professional standard which is very fulfilling. I also enjoy other arts-related activities including theatre, cinema, concerts, art exhibitions and museums.

What are the benefits do you think of working together in a collective way like Runway Advisors? 

The opportunity to work with professionals in other disciplines in order to get the best results for our mutual clients and to provide a sense of being part of a team rather than working in isolation.

Could you provide an example of a common question or issue that clients present you with, and write a few lines in response? This will form part of our Agony Aunt series.

Q. Our bank wants to check the ownership of our company but although we have recently filed an allotment of shares (Form SH01) at Companies House the bank cannot see the name of the new shareholder?

A. The only time that a company shows the names of all its shareholders is on its Completion Statement (CS01) which is normally only filed once a year.   However a company can file as many CS01 forms during each year as it wishes but only has to pay the filing fee once.   The solution is therefore to file another CS01 which will then show the names of all the current shareholders as at the date of the CS01.   You also need to check whether the new shareholding has changed the PSC position as you may need to make filings to update this too.

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