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Dealing with Companies House
Functions
Why become a limited company?
• The company name is protected
• Limited liability status
Limited liability
• Is where the liability of the members is limited by shares or by guarantee
• In return the company must send certain information to Companies House for public viewing
Incorporation
Company name
• Unique • It is not offensive• Sensitive words• Company names adjudicator• Company Names Tribunal for ‘opportunistic registrations’
Trading disclosures
Company name displayed at:
• All places of business
• Registered office address
But does not apply to:
• Dormant companies
• Primarily residential addresses
All items of business stationery & communications, including emails and company website must show:
• Company name
• Place of registration
• Registered office address
• Registered number
• If the company is being wound up
Trading disclosures
Director and secretary responsibilities
Director’s responsibilities
• Accounts and annual returns are delivered
• Directors’ and secretaries’ details are kept up to date
• No appointments under the age of 16 (except for LLP’s)
• At least one ‘natural person’ appointed (except for LLP’s)
• Registered office address is correct and operational
Directors service addresses
Based on privacy
• Any address for the public register (Except a P.O. box address)
• Usual residential address for protected register
• Change notice can be submitted online
• Historic addresses can be ‘expunged’ for at risk officers
Company secretary duties
Every PLC needs a secretary
Secretaries are optional for private companies
Usual company secretary duties:
• Notifying changes
• Maintaining statutory registers
• Notifying members and auditor of meetings
• Providing copies of resolutions and agreements
• Supplying copies of company accounts
Annual return
• This is not the financial return of the company
• All companies must file one every year
• Based on your legal return date (LRD)
• Snapshot of the company details as at a date
• Must be filed within 28 days of the LRD
• Over 98% are filed online
• £13 filing fee online (£40 for paper filing)
Accounts
Accounting reference date
• Can be filed online
• Based on your incorporation date
• Usually the last day of your incorporation month
• Can be changed using form AA01
• Period can be shortened without restrictions
However…
• It can only be extended once in 5 years - unless bringing in line with holding or subsidiary company
Accounts
• Many account types can be filed online
• All companies have to file accounts each year
• Whether trading or not
• Strict filing times laid down by Parliament
• Based on your accounting reference date (ARD)
• Automatic late filing penalties
• No filing fee
Accounts filing periods
First accounts
The first account must be delivered within:
- 21 months of incorporation for a private company or LLP
- 18 months of incorporation for a public company
Subsequent accounts
The filing period for subsequent accounts is:
-9 months after the accounting reference date for a private company or LLP
-6 months after the accounting reference date for a public company
Late filing penalties
• Civil penalty against the company
• Introduced 1 July 1992 and amended 1 February 2009
• Accounts only
• Accounts must be received by due date
• Penalties are doubled for filing late 2 years running
• Appeals procedure
• Registrar has very limited discretion not to collect a penalty
Late filing penalties
Length of delay(measured from the date the accounts are due)
Private company & LLP
Public company & SE
Not more than 1 month £150 £750
More than 1 month but not more than 3 months £375 £1,500
More than 3 months but not more than 6 months £750 £3,000
More than 6 months £1,500 £7,500
Dissolution
Voluntary strike-off
• Company must not have traded or changed its name in last 3 months
• Form DS01 must be completed
• Majority of directors must authorise application
• £10 fee
• Third party objections
• Can take 6 months
• Reversible using the restoration process
Contact us
Telephone: 0303 1234 500
email: [email protected]
RSS feeds: www.companieshouse.gov.uk
Follow us: Facebook
Twitter @CompaniesHouse
Companies House You Tube Channel
