Companies House: a limited company guide to using the UK register

All UK limited companies must be registered at Companies House, writes chartered accountant Helen Christopher, founder of financial and accounting advisory Beansprout Consultancy.

Companies House incorporate and dissolve limited companies as well as register company information, required by law, and make it available to the public.

Get help with Companies House by all means, but know it’s your responsibility

This can sometimes feel a little overwhelming and often a professional, such as an accountant, is hired to help.

However, even if you hire an accountant for assistance, you are still legally responsible for your company’s own records as a director.

So you must ensure the information recorded at Companies House is both accurate and current.

Limited company documents to maintain with Companies House

There are some common key documents that need to be maintained. They include:

• the original company ‘Incorporation’ documents, Statement of Capital, Memorandum and Articles of Association.
• the Annual Confirmation Statement – this is the annual accounts; it’s required even if the company is dormant.
• any change in your company’s officers or their personal details.
• a change to your company’s registered office address.
• an allotment of shares.
• the registration of any charges (such as mortgage)
• any change in your company’s ‘People with Significant Control’ (PSCs) or their personal details.

Incorporating your company

Forming your company and registering it (‘incorporating’) will be your first encounter with Companies House – if you’re setting up a new limited company.

At this stage you will need to register your company’s name, business description (‘SIC’ in Companies House terminology), select its structure; and provide details of company addresses, directors, and shareholders.

It is at this time that the company’s governing documents are produced in the form of the Memorandum and Articles of Association. These set out the “internal rules” on which the company is to be run.

Which form to fill out to form a company in the UK?

Incorporating a company is done via the completion of a paper or online Form IN01. The current Companies House fee for Incorporation is £12 for online and £40 for paper.

These Companies House fees will increase from May 1st 2024 to £71 for paper and £50 for online applications.

Once the application has been submitted and approved, your company officially exists and is a separate legal entity.

Annual compliance checks

Once your company exists, it is required to make certain filings on an annual basis.

The first filing is a Confirmation Statement submitted via a Form CS01. This can be done online or on paper.

On the confirmation statement you must confirm that your basic company information is correct and up to date. This information includes the registered office address, registers, officers, business description (SIC), share capital and shareholders. If any information needs to be updated, you must file these changes using the relevant forms before submitting the Confirmation Statement.

On the first confirmation statement you will also need to provide details of the People with Significant Control. The PSC are those who have significant influence or control over the limited company. And ‘significant control’ can be determined by several different criteria including voting rights, ownership of shares, or the right to appoint or remove most of the board of directors.

What if directors are late with their filing, including not submitting CS01 on time?

Failure to submit the CS01 on time can lead to Companies House seeking to strike off your company from the register, and close it down.

The current annual Companies House fee for a CS01 is £13. This is increasing to £34 from May 1st 2024.

Your company will also be expected to file Annual Accounts, in a format that is defined by the Companies Act.

Accounts are due nine months after the year-end to which they relate and while there is no fee to file the accounts, there are fines by Companies House if you file late.

If subsequent years accounts are also filed late, the level of penalty is doubled.

Not filing your confirmation statements or annual returns is a criminal offence and directors could be personally fined in the criminal courts.

Failing to pay any late filing penalty can result in enforcement proceedings.

Top four (other) interactions with Companies House

During the life of your company, there may be other occasions when you need to engage with Companies House.

The most four common reasons you’ll need to interact with Companies House as a director, are:

1. Change of name

Should you decide to rebrand or undergo a name change, you must inform Companies House by submitting a Form NM01 electronically (currently a £8 fee) or on paper (currently an £10 fee).

The cost of an NM01 is increasing to £30 for a paper submission and £20 for online from May 1st 2024.

2. Change of director details

Updating a director’s address or personal details can be done by submitting a CH01 Form, for which there is no charge.

If a new director is to be appointed or an existing director retired, Companies House must be informed promptly by the submission of a Form AP01 for appointments or Form TM01 for resignations. There are no fees for the submission of these forms.

3. Share transfers

If you transfer any of your shareholding to another individual a Form SH01 must be filed to let Companies House know about the transfer. The form details the shares being transferred, including the names of transferring and acquiring shareholders and the value transferred. Again, there is no fee to submit this form.

4. New class of shares

As a director, you may decide to issue a second class of shares to seek investment or bring on board a new shareholder. Alterations to share capital must be notified to Companies House on Form SH02 within 30 days of the share allocation, along with any other necessary documentation. There is no Companies House fee.

The end of the road? When closing a limited company…

The final interaction you and your company will have with Companies House is when the time comes for the company to close (N.B for the purposes of this article it is assumed the closure is instigated by the company itself and that the company is solvent).

Dissolution is the formal process of winding up your company’s affairs and striking it off the Companies House register. Once all the administrative formalities are complete, final accounts filed, debts paid and recovered, and the bank account closed a Form DS01 can be submitted to initiate the dissolution. Currently, this form is £10 for a paper form and £8 for an online filing – but the fees are increasing to £44 and £33 respectively.

Final thought

Interaction with Companies House is inevitable if running a limited company. It’s good to be aware of the legal requirements around filing, but many directors choose to engage the support of a professional to support them in their company secretarial requirements.