One of the most often used and valuable of the Capital Gains Tax (CGT) exemptions is...
In the UK there are many different types of business structure in the UK, but a limited company is a popular choice. As a recognised legal entity, a limited company provides an element of protection for the directors as the finances are considered to be entirely separate.
However, a limited company has very stringent reporting requirements which must be complied with at all times. The information is recorded at Companies House and there is a very long list of forms which can be used for every conceivable scenario.
The process for Companies House filing has been digitalised in recent years and it’s now possible to submit many of the forms online. You will need an individual Companies House login to do so, but it is quick to register and it provides reassurance that your documentation has been received when due. Electronic submission is not compulsory; if you prefer, you can still submit your documents in paper form.
However you choose to submit the information, it is essential to fully discharge the obligations in order to avoid any penalty. Below you will find an overview of the areas where you must keep Companies House informed, and the forms which are currently in use.
- INO1 - Register a private or public company
- Give notice of subscribers: company with share capital
- Give notice of subscribers: company not having share capital
Registering the company with Companies House is known as incorporation and it is the date from which your liabilities run. To register your company for the first time, you will need IN01 form. This is the formal application to register your company and you will need to have everything prepared before you submit this form.
This includes having your name ready, checking that the name is available, and that there are no other issues with the words you have chosen. You will also need to provide documentation such as Articles of Association and Memorandum of Association.
- AA01 - Change your company accounting reference date
- AA02 - File your dormant accounts
- AA06 - Give notice of statement of guarantee by subsidiary company
Every limited company must submit accounts to Companies House every year. This applies even if the company is dormant and there has been no activity. Many companies use the anniversary of their incorporation as the accounting date, or sometimes the end of the personal tax year. It is possible to change the accounting period so that returns are made annually on a different date, but you will need to apply to Companies House to do so. If your accounts fall due within this period and you have not received permission to change the accounting date, you will still have to submit them as normal to avoid any penalty.
The type of accounts you need to file will be determined by both the trading status and size of your company. For example, a dormant company will only need to file dormant accounts, which is a very basic form of information. This can be done using form AA02 above.
- AR01 - File an annual return for your company
Form AR01 is no longer used as it has been replaced by the confirmation statement (CS01). You can only use AR01 if you are submitting information relating to an annual return which is up to 29 June 2016 or earlier.
- CS01 - Confirmation statement
A limited company has to file a confirmation statement with Companies House at least once a year. It can be done more frequently should you prefer. You must make a confirmation statement even if your company is not trading or is dormant. The confirmation statement replaced the annual return (AR01) in 2016.
The purpose of the confirmation statement is to verify that the information held by Companies House is correct. If you need to make any changes to the personnel or the address, you should do this before making your confirmation statement. Ensure you allow sufficient time to do this and still file your confirmation statement punctually.
Change of Name
- NM01 - Change a company name
- NM02 - Give notice of a conditional change of name
- NM03 - Confirm satisfaction of the resolution of change of name
- NM04 - Notify a change of name by means provided for in the articles
- NM05 - Give notice of change of name by resolution of directors
- NM06 - Request to seek comments on change of name
Changing the name of a company is a big step but it may be desirable in some circumstances. You do not need to dissolve a company and set up a new one if you are only seeking to change its name. You will need to follow the correct processes within your company, which may include a special resolution. Once you have done this, Companies House should be notified via the relevant form.
Change of Registered Office
- AD01 - Change a company’s registered office address
- AD05 - Change situation of England and Wales to a Welsh company
Every company listed on Companies House must have a registered address. This cannot be fulfilled by the use of a PO Box unless the PO Box address is accompanied by the physical address where its located.
In addition, the registered address for the company must be located in the same region where the company was incorporated (ie/England and Wales, Northern Ireland or Scotland).
It is possible to use your home address as the registered address for the company, but be aware this means your home address will be published in full. You should think very carefully before using your home address as the registered address. This is because although you can opt to change it, all previous addresses used as the registered address will remain visible for the lifetime of the company. Even if you dissolve the company, the registered addresses will be available from the public register for 20 years.
You can use an alternative address of an agent, company or professional providing you have their permission to use it as your registered address. The company must also be contactable via the registered address.
If there are any changes in the registered address of the company, Companies House must be updated.
Change of Constitution
- CC01 - Give notice of restriction on the company’s articles
- CC02 - Give notice of removal or restriction on company’s articles
- CC03 - Give notice of compliance of restriction to change articles
- CC04 - Notify the change of a company’s objects
- CC05 - Change constitution by enactment
- CC06 - Change of constitution by order of court or other authority
The Memorandum of Association and Articles of Association are other names for the constitution of a company. They set out the rules of governance for the company plus define the specifics of the relationship between the directors, shareholders other officers and the company.
Changing the constitution is not a move that should be taken lightly, and will typically require a special resolution.
If any change in constitution is agreed, the relevant form must be completed and submitted to Companies House. A company has 15 days from the date the change is effected to notify Companies House.
Directors and Secretaries
- AP01 - Appoint a director
- AP02 - Appoint a corporate director
- AP03 - Appoint a secretary
- AP04 - Appoint a corporate secretary
- CH01 - Change the details of a director
- CH01 - Change the details of a corporate director
- CH03 - Change the details of a secretary
- CH04 - Change the details of a corporate secretary
- TM01 - Terminate an appointment of a director
- TM02 - Terminate an appointment of a secretary
The records of a limited company must be transparent and readily visible in order to maintain its status. This includes information about current and past key personnel being retained on file. If there are any changes in the key personnel in the company, you must notify Companies House using the relevant form. This includes both new appointments and terminations.
All directors, secretaries, people with significant control, shareholders and guarantors must supply two addresses. The first is a correspondence address which will be available publicly. The second is a residential address and will not be published, but will be visible to authorised organisations (such as the police). It is possible to use an alternative address for correspondence such as a business advisor, accountant or the registered office address.
Unlike a registered office address, it is possible to update your correspondence address and get it removed from Companies House records. It may appear in more than one place and you may need to pay a fee for it to be removed from other documentation.
- AD02 - Register a single alternative inspection location
- AD03 - Move your company’s records to the single alternative inspection location
- AD04 - Move your company’s records to the registered office
- EH01 - Elect to keep register of directors information on the public register
- EHO2 - Elect to keep director’s residential addresses on the central register
- EH03 - Elect to keep register of secretaries information on the central register
- EH04 - Elect to keep register of people with significant control information on the central register
- EH05 - Elect to keep register of members’ information on central register
- EH06 - Give notice of an update to members’ information held on the central register
- EW01 - Withdraw register of directors’ information from the central register
- EW02 - Withdraw usual residential addresses from the central register
- EW03 - Withdraw register of secretaries’ information from the central register
- EW04 - Withdraw register of people of significant control information from the central register
- EW05 - Withdraw register of members’ information from the public register
Being a limited company places quite onerous requirement on record-keeping and there are heavy penalties for any company who fails in their obligations. As part of these obligations, every limited company must keep a number of registers of key personnel and charges. These registers must be kept up to date at all times, and access must be provided when requested.
To make complying with these requirements easier, some companies opt to use a centralised register which is held at Companies House. To move information to this central register or conversely, to remove it and reinstate a local register, documentation must be completed.
People With Significant Control (PSC)
- PSC01 - Give notice of individual person with significant control
- PSC02 - Give notice of relevant legal entity with significant control
- PSC03 - Give notice of other registrable person with significant control
- PSC04 - Give notice of change of details for person with significant control
- PSC05 - Give notice of change of details for relevant legal entity with significant control
- PSC06 - Give notice of change of details of other registrable person with significant control
- PCS07 - Give notice of ceasing to be a person with significant control
- PCS08 - Give notice of PSC statements
- PSC09 - Give notice of update to PSC statements
With effect from 2016, companies have been obliged to fully disclose who controls or owns them to provide better transparency. The information submitted must include name, date of birth, nationality and their interest in the business. This information has to be included on the confirmation statement every year but companies must also provide notice of any interim changes.
A person with significant control (PSC) is defined as one who holds more than 25% of voting rights or shares in a company or otherwise exerts control over the company.
- TM03 - Terminate appointment of manager or receiver
- CH05 - Change the service address for a manager
- AP05 - Appoint a community interest company or charity manager or a judicial factor (Scotland)
Where a manager or receiver is acting for the company, these forms can be used to either amend their details or terminate their appointment.
- Give notice of a special resolution on change of name
- Give notice of a written special resolution on change of name
- Give notice of a special, written or ordinary resolution
At times, the directors or shareholders of a limited company may need to make a decision which is outside the usual scope of business. These formal decisions are legally binding and are known as resolutions. Typically, each resolution must be agreed by a majority vote of shareholders or directors, but in some cases a written resolution may be issued instead.
There are different types of resolutions which deal with different matters. Ordinary resolutions attend to matters such as changes of a director, authorising dividends, and approving alterations to share capital. There are other types of ordinary resolutions; those are just a few examples.
Special resolutions are typically reserved for matters which are critical and require at least 75% of shareholders to agree them. Special resolutions also require agreement from the shareholders and cannot be passed by the directors alone. Matters which might fall under a special resolution include amending the articles of association, changing the company name, winding up the company via voluntary liquidation, or approving share transfers.
All resolutions must be notified to Companies House using the above forms.
- SH01 - Return of allotment of shares
- SH02 - Consolidate, sub-divide, redeem shares or re-convert stock into shares
- SH03 - Notify a purchase of own shares
- SH04 - Notify a sale or transfer of treasury shares
- SH05 - Notify a cancellation of treasury shares
- SH06 - Notify a cancellation of shares
- SH07 - Notify a cancellation of shares: a public company
- SH08 - Notify a name or other designation of class of shares
- SH09 - Allotting a new class of shared by an unlimited company
- SH10 - Give notice of particulars of variation of rights attached to shares
- Sh11 - Give notice of a new class of members
- SH12 - Give notice of particulars of variation of class rights
- SH13 - Give notice of name or other designation of class of members
- SH14 - Notify a redenomination of shares
- SH15 - Notify a reduction of capital following redenomination
- SH16 - Give notice of application to court to cancel special resolution
- SH17 - Give notice by the company of application to cancel special resolution
- SH19 - Statement of capital when reducing capital in a company
- SH19 - Statement of capital when reducing capital in a company after share warrants cancelled
- NAC01 - Give notice of an application to court to cancel share warrants
- SH50 - Apply for trading certificate for a public company
- 980(1) - Notice of takeover offer to non-assenting shareholders
- 980dec - Give notice of declaration to non-assenting shareholders
- 984 - Give notice of a takeover to non-assenting shareholders
Every limited company must issue one share, as a minimum. The share capital is the total number of shares which are held by the shareholders, and issued by the company. The number of shares issued and held will help to determine the individual/s who control the company. There is no maximum number of shares which can be issued.
The Memorandum and Articles of Association should specify the original share capital at the point of incorporation. The confirmation statement should hold information about the updated number of shareholders and the share capital held by each.
The allocation and movement of shares is strictly controlled and must be recorded diligently in every company. It is possible to make changes but the correct processes must be followed. For example, the SH01 form deals with the return of allotment of new shares while the J30 stock transfer form is used for the transfer of shares from one person to another.
It is possible to create different classes of shares; these are sometimes known as alphabet shares because different shares have a specific classification such as A shares, B shares and so on.
If you are making variations to the share capital, or changing the class of shares you will be required to let Companies House know. You normally have one month to submit notification of any changes.
The exception is the names of new shareholders; you will need to include these on your next confirmation statement but there is no obligation to let Companies House know sooner.
Strike Off and Dissolution
- DS01 - Strike off a company from the register
- DS02 - Withdraw a striking off application by company
If you fail in your obligations, your company may be forcibly struck off the register at Companies House even if you are still in operation. However, not all companies are struck off against their will. If there is no further use for the company, you may wish for it to be struck off and you can request this using for DS01. The majority of the company directors must support the application.
Any request made to strike a company off will not be actioned immediately. A notice will be published in the Gazette and there will be a waiting period of two months. If there are no objections within this period, the company will be struck off once the date in the notice has passed.
If you wish to withdraw your application for the company to be struck off, you can submit form DS02 during the two month waiting period.
Receivers and Managers
- RM01 - Appoint an administrative receiver, receiver or manager
- RM02 - Cease to act as an administrative receiver, receiver or manager
If formal steps have been taken in order to deal with the debts of a company, an insolvency expert should be appointed. They may oversee the winding-up of the company or supervise and report on a formal debt solution, such as a CVA. Companies House must be informed if any insolvency experts are either appointed or cease to act. An insolvency expert may be in situ for some time but cease acting when a company has fulfilled its obligations under a debt solution and is solvent once more.
Mortgage for Charges Created On or After 6 April 2013
- MR01 - Register particulars of a charge
- MR02 - Register a charge: property or undertaking acquired
- MR03 - Register a charge to secure a series of debentures
- MR06 - Register a statement of a company acting as a trustee
- MR08 - Register a charge where there is no instrument
- MR09 - Register a charge: property acquired, no instrument
- MR10 - Register a charge to secure debentures, no instrument
Any mortgage or charges which have been created must be registered with Companies House. This is to ensure full transparency of the finances of the limited company. There are various types of mortgages and securities which may need to be registered, as well as any individuals who are acting as a trustee.
These forms should only be used for charges created on or after 6 April 2013.
Mortgage for Charges Created Before, On or After 6 April 2013
- MR04 - Register a statement of satisfaction
- MR05 - Register a statement: property released in part or whole
- MR07: Register particulars of alteration of a charge
If a charge has been satisfied, property is being released or a charge is being changed in some way, this must be recorded at Companies House. These three forms provide the relevant documentation for this to be notified.
These forms can be used for charges which arose both before and after 6 April 2013.
Mortgage for Scottish Company Charges Created Before, On or After 6 April 2013
- 466 - Register particulars of an instrument: alteration to floating charge created by company registered in Scotland
If there have been any changes in the floating charge for a company which is registered in Scotland, the specifics of the instrument can be notified using this form.
- RR01 - Re-register your private limited company to a plc
- RR02 - Re-register your public limited company as a private company
- RR03 - Give notice of application to court: cancellation of resolution for re-registration
- RR04 - Give notice of application to court: cancellation of resolution of re-registration
- RR05 - Re-register your limited company as unlimited company
- RR06 - Re-register an unlimited company as a limited company
- RR07 - Re-register a public company as a private unlimited company
- RR08 - Re-register a public company as a private limited company following a court order reducing capital
- RR09 - Re-register a public company as a private company following a cancellation of shares
- SH19 - Statement of capital when re-registering from unlimited to limited
- Show assent: public company re-registered as private and unlimited
- Show assent: private limited company re-registered as unlimited
As mentioned in our introduction, there are a number of different structures that a company can adopt. In some cases, it may be appropriate for a company to change its structure, especially if there has been a change in its circumstances. It is possible to do this by notifying Companies House by filling in the relevant form for re-registration.
The precise requirements for each company to change its structure can differ somewhat. Depending on the structure, you may need to pass a special resolution but this may not always be the case. Every type of structure will however need to provide Companies House with an amended Articles of Association.
Once an application for re-registration has been successful, Companies House will issue an amended Certificate of Incorporation. This will show the new status of the company, and the re-registration date.
- RT01 - Apply for administrative restoration to the register
If a limited company was dissolved, it is possible to make an application for its restoration. This application can be made by any of its directors or members, providing certain criteria has been met. One of the key criteria is that all documentation for the company to bring the filing requirements up to date have been submitted to the registrar. Any previous penalties charged to the company must also have been paid in full before any such application can be made.
Opening of Overseas Branch Register
- AD06 - Give notice of opening of overseas branch register
- AD07 - Give notice of discontinuance of overseas branch register
If your business transacts in another territory or country, you may wish to open an overseas branch register. Similarly, if you cease transacting in the aforesaid territory or country, you may wish to notify Companies House of the fact. Forms AD06 and AD07 can be used for these purposes.
- IC01 - Give notice of intention to continue as investment company
- IC02 - Give notice of intention to stop being an investment company
If you plan on either becoming an investment company or ceasing being an investment company, Companies House want to know. These two forms are both very brief but enable you to satisfy your obligation to notify them.
- RP01 - Replace a document not meeting requirements
- RP02A - Apply for rectification by the registrar of companies
- RP02B - Apply for rectification for a change of registered address
- RP03 - Object to a request to rectify the register
- RP04 - file a second filing of a document previously delivered
- RP CH01 - Correct a director’s date of birth
- RP06 - Apply to remove material about a director
- RP07 - Apply to change a company’s disputed registered office address
Part 35 of the Companies Act 2006 provides the registrar of companies with a select range of powers which includes amending the register, annotating the register and stipulating how documentation should be delivered. There is very strict criteria about what the registrar of companies is permitted to do and under what circumstances. However, this could include removing unnecessary material or correcting errors.
If you would like the registrar of companies to make any amendments relating to the information held about your business or any of its key personnel, you will need to make a request using the relevant form. You can also object to a request which has been made to rectify the registrar if you do not believe the amendment should be made.
- VT01 - Certify voluntary translation of an original document
If you need to submit documentation which is not in English, you can use form VT01. This enables you to declare that you are providing a certified translation of the original document. However, you can only use the form for officially recognised EU languages and providing the Directive disclosure requirements have been fulfilled. Companies House has full information about the circumstances around where form VT01 is valid for use.