Contents
Back
to top
Introduction
This booklet is
about requirements
for the incorporation
of private limited
companies, public
limited companies
(PLCs) and unlimited
companies. It explains
the difference between
these types of company
and the formation
documents, membership,
capital and officers
that each requires.
The booklet does
not explain about
controls applied
to the use of certain
company names. For
information on this,
please read our
booklet, 'Company
Names'.
All incorporated
companies must disclose
certain information
to Companies House
for the public record
and to the people
they deal with.
This booklet tells
you:
- when changes
in the company's
circumstances
and particulars
must be notified
to Companies House;
- where you must
display the company
name and what
information must
appear on company
stationery.
This
booklet is only
intended as an introduction
to these continuing
obligations. Other
booklets in this
series are mentioned
in the text; they
cover individual
subjects in more
detail.
You will find the
relevant law in
the Companies Act
1985 (as amended
in 1989 and later).
Setting
up a company
brings many
obligations.
It may be
worthwhile
taking advice
from a solicitor
or accountant
as to whether
an incorporated
company
is the best
way for
you to run
your business.
|
 Back
to top
CHAPTER 1
New companies
1. Is there
more than one type
of company?
There are four main
types of company:
-
Private
company limited
by shares -
members' liability
is limited to
the amount unpaid
on shares they
hold.
-
Private
company limited
by guarantee
- members' liability
is limited to
the amount they
have agreed
to contribute
to the company's
assets if it
is wound up.
- Private unlimited
company - there
is no limit to
the members' liability.
-
Public
limited company
(PLC) - the
company's shares
may be offered
for sale to
the general
public and members'
liability is
limited to the
amount unpaid
on shares held
by them. More
about PLCs can
be found in
chapter
2.
2.
Who can form a company?
The Companies Act
generally allows
one or more persons
to form a company
for any lawful purpose
by subscribing to
its memorandum of
association. However,
a public company
or an unlimited
company must have
at least two subscribers.
Information about
companies formed
by a single person
can be found in
chapter
3. (In law,
'person' includes
individuals and
companies.)
3. How do
I form a company?
Ready-made companies
are available from
company formation
agents whose names
and addresses appear
in the Yellow Pages.
If you incorporate
a company yourself,
you will need to
send the following
documents, together
with the registration
fee (see question
13 below) to
the Registrar of
Companies:
- A memorandum
of association
- Articles of
association (except
where Table A
is adopted without
modification -
see
question 5)
- Form 10
- Form 12
Each of these documents
is explained below.
4. What is
a memorandum of association?
This document sets
out:
Other
clauses to be included
in the memorandum
depend on the type
of company being
incorporated. The
form of memorandum
for each type of
company is set out
in a set of tables
called The Companies
(Tables A to F)
Regulations, 1985.
(In this booklet
we have called them
'the Tables'.) The
company's memorandum
delivered to the
Registrar must be
signed by each subscriber
in front of a witness
who must attest
the signature.
Tables
The Companies
(Tables A
to F) Regulations
1985, SI 1985/805,
(ISBN 0110568052),
and the Companies
(Tables A
to F) (Amendment)
Regulations
1985, SI 1985/1052
(ISBN 0110570529)
are available
to buy from
‘The
Stationery
Office Limited’
at www.tso.co.uk/bookshop.
Table A was
further amended
by the Companies
Act 1985 (Electronic
Communication)
Order 2000,
SI 2000/3373.
This is available,
free of charge,
at www.legislation.hmso.gov.uk/si/si2000/20003373.html. |
5. What
are articles of
association?
This document sets
out the rules for
the running of the
company's internal
affairs. Model articles
are provided in
the Tables mentioned
above.
A company may adopt
the whole of Table
A as its articles
or any part of it.
A company limited
by shares which
has adopted the
whole of Table A
without modification
does not need to
deliver a copy for
registration. However,
you must attach
a letter to your
application saying
this.
NOTE:
If
you adopt
Table A without
modification
then you will
need to appoint
at least two
directors.
However, a
private company
can have just
one director,
if it's articles
allow ( see
question 8).
So if your
company will
have only
one director,
you need to
adopt a modified
version of
Table A. |
If Table A is adopted
with modifications,
you must deliver
the articles for
registration.
All companies that
are limited by guarantee
or unlimited must
register articles.
These should be
in accordance with,
or as near to that
form as circumstances
permit, the following
tables:
| Company
limited by guarantee
without share
capital |
Table
C |
| Unlimited
company with
share capital |
Table
E |
The company's articles
delivered to the
Registrar must be
signed by each subscriber
in front of a witness
who must attest
the signature.
6. What
is Form 10?
Form 10 gives details
of the first director(s),
secretary and the
intended address
of the registered
office. As well
as their names and
addresses, the company's
directors must give
their date of birth,
occupation and details
of other directorships
they have held within
the last five years.
Each officer appointed
and each subscriber
(or their agent)
must sign and date
the form.
Officers
acting as
both director
and secretary
The same person
can be both
a director
and company
secretary,
provided there
is another
director.
A sole
director cannot
also be the
company secretary. |
7. What
is a registered
office?
It is the address
of a company to
which Companies
House letters and
reminders will be
sent. The registered
office can be anywhere
in England and Wales
(or Scotland if
your company is
registered there).
The registered office
must always be an
effective address
for delivering documents
to the company,
and to avoid delays
it is important
that all correspondence
sent to this address
is dealt with promptly.
If a company changes
its registered office
address after incorporation,
the new address
must be notified
to Companies House
on Form 287.
Valid
addresses
Companies
House uses
the Post
Office address
file to
verify addresses;
so, to avoid
delays,
please ensure
that your
proposed
registered
office address
is recognised
by the Post
Office and
always give
the correct
postcode
on forms
sent for
registration.
|
8.
What is the minimum
number of officers
a company requires?
Every company must
have formally appointed
company officers at
all times.
A private company
must have at least:
A public company must
have at least:
- two directors;
- one secretary
- formally qualified,
see chapter
2.
All
company officers
have wide responsibilities
in law, but the
key requirements
are contained in
our booklet, 'Directors
and Secretaries
Guide'.
After incorporation,
you must tell Companies
House about:
9. Can anyone
be a company director?
In general terms,
yes, but there are
some rules. You can't
be a company director
if:
-
you
are an undischarged
bankrupt or
disqualified
by a court from
holding a directorship,
unless given
leave to act
in respect of
a particular
company or companies;
-
in
the case of
PLCs or their
subsidiaries,
you are over
70 years of
age or reach
70 years of
age while in
office, unless
you are appointed
or re-appointed
by resolution
of the company
in general meeting
of which special
notice has been
given.
There
is no minimum age
limit in the Companies
Act for a director
to be appointed
in England and Wales.
However, he or she
must be able to
consent to their
own appointment.
You should seek
legal advice if
you intend to have
a very young person
as a director of
your company.
In Scotland the
Registrar will not
register for any
company the appointment
of a director under
the age of 16 years
old. A child below
that age does not
have the legal capacity
to accept a directorship
- Age of Legal Capacity
(Scotland) Act 1991.
If you need more
information, contact
Companies House,
Edinburgh.
Some people not
of British nationality
are restricted as
to what work they
may do while in
this country. If
you need more information
about whether such
a person can become
a director of a
UK-registered company,
contact:
Home Office Immigration
and Nationality
Department
Lunar House
Wellesley Road
Croydon
CR9 2BY (Tel:
0870 606 7766)
10. What
is a Form 12?
Form 12 is a statutory
declaration of compliance
with all the legal
requirements relating
to the incorporation
of a company. It
must be signed by
a solicitor who
is forming the company,
or by one of the
people named as
a director or company
secretary on Form
10. It must be signed
in the presence
of a commissioner
for oaths, a notary
public, a justice
of the peace or
a solicitor.
Signing
the declaration
on Form 12
-
Form
12 must
be signed
and dated
after
all the
other
documents
are signed
and dated.
This is
because
Form 12
confirms
that all
other
registration
requirements
have been
completed.
-
The
form must
clearly
show if
a person
has signed
on behalf
of a corporate
director.
If it
appears
that the
person
who signed
is not
a director,
this will
cause
delay.
|
11. What
happens to the documents
sent to the Registrar?
All company formation
documents are subject
to certain checks
including checks
of prospective officers
against the Disqualified
Directors' Register.
The Registrar then
keeps the documents
and makes them available
for public inspection.
12. Can
I choose any name
I want for my company?
No. There are some
restrictions on
your choice of company
name. Our booklet,
'Company Names',
explains how those
restrictions may
affect your choice
of name.
Company
name checks
It is important
to check that
the name you
want is acceptable
to Companies
House before
you complete
the company
formation
documents.
Briefly, the
restrictions
are that:
- you
cannot
register
the same
name as
another
company;
- the
use of
certain
words
is restricted;
and
- names
likely
to cause
offence
are not
allowed.
It is also
important
to check whether
your chosen
name is similar
to any other
names already
on the register.
If your chosen
name is too
like another
name, an objection
could be made
within the
12 months
following
the incorporation
of your company
and you could
be directed
by the Secretary
of State to
change the
company's
name. |
13. How
much does Companies
House charge to
incorporate a company?
Our standard registration
fee is £20, but
our premium service
(cost: £80) provides
incorporation on
the same day as
we receive the formation
documents, if they
are hand delivered
before 3pm. Posted
applications cannot
be given the same
guarantee although,
in most cases, we
will register the
application on the
same day of receipt.
Same-day
applications
Posted, couriered
and other
sealed same-day
applications
must be clearly
marked on
the envelope
'for the attention
of New Companies
Section' and
'Same-day
Incorporation'.
|
Cheques should be
made payable to
Companies House.
14. Where
can I obtain forms
to incorporate a
company?
Forms 10 and 12
are available free
of charge from Companies
House but we cannot
provide a memorandum
or articles of association.
Specimens of these
documents can be
obtained from legal
stationers, accountants,
solicitors or company
formation agents
who can also supply
Forms 10 and 12.
Names and addresses
are available in
business phone books.
15. Can
I deal direct with
Companies House
to form my company?
Yes. However, while
our staff will be
happy to give you
guidance on general
matters (such as
filling in forms
or advice on company
names), they cannot
advise you about
the content of the
memorandum and articles,
or if an incorporated
company is the best
vehicle for your
business.
If you are unsure
about any aspect
of forming a company,
please seek professional
advice from your
solicitor, accountant
or company formation
agent.
Back
to top
CHAPTER 2
Public limited companies
1. What
is a public limited
company?
A public limited
company is a company
which is registered
as such and complies
with the following:
-
It
must state that
it is a public
limited company
both in its
memorandum and
in its name.
The memorandum
must contain
a clause stating
that it is a
public limited
company and
the name must
end with 'Public
Limited Company'
or 'PLC' (or
if it is a Welsh
company, the
Welsh equivalents
'Cwmni Cyfyngedig
Cyhoeddus' or
'CCC').
-
The
memorandum must
be in the form
specified in
Table F of the
Tables (see
question
4, chapter 1)
or as near to
that form as
circumstances
permit.
- It must have
an authorised
share capital
of at least £50,000.
-
Before
it can start
business, it
must have allotted
shares to the
value of at
least £50,000.
A quarter of
them, £12,500,
must be paid
up. Each allotted
share must be
paid up to at
least one quarter
of its nominal
value together
with the whole
of any premium.
For
example, if a share
with a nominal value
of £1 is sold for
£6, then it is said
to have a premium
of £5. This premium
must be paid to
the company, together
with a minimum of
a quarter of the
nominal value of
each share. That
is £0.25p plus £5,
making a total payment
of £5.25.
Further information
about share capital
is available in
our booklet, 'Share
Capital and Prospectuses'.
2. Can a
PLC issue shares
in another currency?
Yes, if it has passed
the necessary resolutions
to adopt that currency
as part of its authorised
capital and given
the directors the
authority to allot
that capital. However,
it must always have
at least the authorised
minimum of £50,000
sterling in issued
capital, irrespective
of what other currency
it uses.
A company may use
as many currencies
as it wishes for
its share capital
provided that they
are true currencies.
3. When
can a PLC start
business?
A newly formed PLC
must not begin business
or exercise any
borrowing powers
until it has a certificate
issued under section
117 of the Companies
Act 1985 confirming
that the company
has issued share
capital of at least
the statutory minimum
(see question one).
You can get this
certificate from
Companies House
by completing Form
117. Once issued,
the certificate
is proof that the
company is entitled
to do business and
borrow. We will
normally post you
the certificate,
but we can fax a
copy for collection
at any Companies
House office if
you ask for this
when you deliver
Form 117 for registration.
4. Are there
any other restrictions
on a PLC?
Yes. There are four
main restrictions:
-
A
PLC must have
at least two
members and
at least two
company directors.
The secretary
(or each joint
secretary) must
also be a person
who appears
to the directors
to have the
necessary knowledge
and ability
to fulfil the
functions and
who:
(a) held the
office of secretary
or assistant
or deputy secretary
on 22 December
1980; or
(b) for at least
three of the
five years before
their appointment,
held the office
of secretary
of a non-private
company; or
(c) is a barrister,
advocate or
solicitor called
or admitted
in any part
of the United
Kingdom; or
(d) is a person
who, by virtue
of his or her
previous experience
or membership
of another body,
appears to the
directors to
be capable of
discharging
the functions
of secretary;
or
(e) is a member
of any of the
following bodies:
- the Institute
of Chartered
Accountants
in England and
Wales;
- the Institute
of Chartered
Accountants
of Scotland;
- the Institute
of Chartered
Accountants
in Ireland;
- the Institute
of Chartered
Secretaries
and Administrators;
- the Chartered
Association
of Certified
Accountants;
- the Chartered
Institute of
Management Accountants
(formally known
as the Institute
of Cost and
Management Accountants);
or
- the Chartered
Institute of
Public Finance
and Accountancy.
-
A
PLC normally
has only seven
months after
the end of its
accounting reference
period to deliver
its accounts
to the Registrar.
A civil penalty
will be incurred
if it delivers
accounts to
Companies House
after the statutory
time allowed
for filing.
Penalties are
fully explained
in our booklet,
'Late Filing
Penalties'.
-
A
PLC cannot take
advantage of
many of the
provisions and
exceptions applying
to private companies
under the Act,
such as audit
exemptions for
small private
companies.
-
A
PLC cannot apply
for voluntary
strike-off under
section 652A,
Companies Act
1985. Further
information
about this is
available in
our booklet
'Strike-Off,
Dissolution
and Restoration'.
5.
What then is the
advantage of a public
company?
A PLC has access
to capital markets
and can offer its
shares for sale
to the public through
a recognised stock
exchange. It can
also issue advertisements
offering any of
its securities for
sale to the public.
In contrast, a private
company may not
offer to the public
any shares in itself.
6. Do these
rules apply to an
oversea plc?
Most of the above
rules do not apply
to a public company
formed abroad. On
establishing a branch
or place of business
in Great Britain,
such a company is
governed by Part
XXIII of the Companies
Act 1985, just as
any other oversea
company is. However,
besides Part XXIII
of the Act, they
are also governed
by regulations in
their country of
incorporation, by
certain parts of
the Financial Services
and Markets Act
2000, and by the
City Code on Take-overs
and Mergers.
Back
to top
CHAPTER 3
Single member companies
1. What
is a single member
company?
A single member
company is a private
company, limited
by shares or by
guarantee, which
is incorporated
with one member,
or whose membership
is reduced to one
person.
2. Can a
single member run
the company?
No. The company
must still have
at least one director
and a secretary
who cannot also
be the sole director.
3. How can
a single member
hold general meetings?
Unless the company's
articles of association
specify anything
to the contrary,
a single member
- present in person
or by proxy - constitutes
a quorum. If such
a meeting is held,
it must be recorded
in the minutes.
If a single member
takes a decision,
except by written
resolution, then
the decision must
be given to the
company in writing.
4. How should
a company record
an unwritten contract
with a sole member?
If the company enters
into an unwritten
contract with the
sole member who
is also a director
of the company (and
the contract is
not in the ordinary
course of the company's
business), the company
must ensure that
the terms of the
contract are set
out in a memorandum
or are recorded
in the minutes of
the next directors'
meeting.
5. What
about the register
of members?
A company's register
of members must
accurately record
its members. If
a company is incorporated
with one member,
then the register
must reflect this.
If the company originally
had more than one
member and the membership
reduces, then the
register must show
when this happened.
Similarly, the appropriate
entries must be
made in the register
of members if the
number of members
later increases.
Back
to top
CHAPTER 4
Re-registration
1. Can a
private company
convert to a PLC?
Yes. Both a private
company limited
by shares and an
unlimited company
with a share capital
may re-register
as a PLC, but a
company without
a share capital
cannot do so.
A private company
must pass a special
resolution that
it be so re-registered
and deliver a copy
of the resolution
together with an
application form
to the Registrar.
The resolution must
also:
- alter the company's
memorandum so
that it states
that the company
is to be a public
limited company;
- make any other
alterations to
the memorandum
so that it conforms
to that required
for a public limited
company;
- make any required
alterations to
the articles of
association of
the company.
Further information
about resolutions
is available in our
booklet, 'Resolutions'.
The application must
be on Form 43(3),
be signed by a director
or secretary of the
company, and be accompanied
by the following documents:
-
a
copy of the
memorandum and
articles of
association
of the company
altered in accordance
with the resolution
above;
-
a
copy of a balance
sheet prepared
not more than
seven months
before the application
date and containing
an unqualified
report by the
company's auditors;
-
a
special report
by the auditors
regarding the
net assets of
the company
at the balance
sheet date in
relation to
the company's
called-up share
capital and
its undistributable
reserves;
-
a
valuation report
on any shares
issued as fully
or partly paid
up except in
cash after the
balance sheet
date;
-
a
statutory declaration
on Form 43(3)(e)
confirming that
the resolution
has been passed,
and that there
has been no
change in the
company's financial
position causing
its net assets
to be reduced
to less than
its called-up
share capital
and undistributable
reserves.
An unlimited company,
in addition to the
above, must:
-
include
a statement
in the resolution
that the liability
of the members
is limited and
what the company's
share capital
is to be;
-
make
such alterations
to the memorandum
and articles
of association
as are necessary
for them to
conform to those
of a company
limited by shares.
The
company must also
satisfy the statutory
minimum share capital
requirements referred
to in question
1 of chapter 2
before the special
resolution is passed.
2. Can a
PLC convert to a
private company?
Yes. A public company
limited by shares
or by guarantee
may re-register
as a private company
limited by shares
or by guarantee
by passing a special
resolution to do
so. However, if
enough members object,
under section 54
of the Companies
Act 1985 they may
apply to the court
to cancel the resolution
within 28 days of
its being passed.
A Court may also
order a public company
to re-register as
private on approving
a 'minute of reduction'
of share capital
which results in
the issued share
capital falling
below the statutory
minimum. In such
a case the Court
will also specify
alterations to the
company's memorandum
and articles. A
special resolution
to re-register is
not required.
Similarly, a public
company may be required
to re-register as
private if its issued
share capital falls
below the statutory
minimum by other
means. These include
redemption, forfeiture
or repurchase of
shares. In these
cases a special
resolution to re-register
is required.
In all cases (except
where a court has
specified in an
order the alterations
to be made) a resolution
must also be passed
to alter the memorandum
and articles of
association to those
required for a private
company.
The application
for re-registration
(on Form 53) must
be accompanied by
copies of the resolutions
and copies of the
memorandum and articles
as modified to meet
the company's new
circumstances.
3. What
is the cost of re-registration?
The standard fee
for re-registration
is £20, or
£80 for premium
same-day service.
If the company is
re-registering and
changing its name
at the same time,
an additional change
of name fee of £10
is also payable,
so the total fee
is £30. If
the company uses
the same-day change
of name and same-day
re-registration
services the total
fee would be £160.
- Change of name
£
10.00
- Same-day change
of name £
80.00
- Same-day simultaneous
re-registration
and change of
name £160.00
- Re-registration
£
20.00
- Same-day re-registration
£
80.00
Deleting
the words 'company'
or 'and company'
(or their abbreviations
or their Welsh equivalents)
from a company name
would normally be
a change of name.
But, this is not
so on re-registration.
If you are in any
doubt about the
appropriate fee,
please contact us.
Back
to top
CHAPTER 5
Publication of company
name and details
to be shown on company
stationery
Under the Companies
Act 1985 your company
must state its name
(as it appears in
its memorandum of
association) in
certain places and
on its business
stationery. Your
company must also
give certain information
on all its business
letters and order
forms.
1. Where
must the company
name be displayed?
Every company must
paint or affix its
name on the outside
of every office
or place in which
its business is
carried on - even
if it is a director's
home. The name must
be kept painted
or affixed and it
must be both conspicuous
and legible.
2. On which
documents must the
company name be
shown?
The company must
state its name,
in legible lettering,
on the following:
- all the company's
business letters;
- all its notices
and other official
publications;
-
all
bills of exchange,
promissory notes,
endorsements,
cheques and
orders for money
or goods purporting
to besigned
by, or on behalf
of, the company;
- all its bills
of parcels, invoices,
receipts and letters
of credit.
3. Must the
company show any other
details?
Yes. On all its business
letters and order
forms the company
must show in legible
lettering:
-
Its
place of registration
and its registered
number. The
place of registration
must be one
of the following,
as appropriate:
For
companies
registered
in England
and
Wales: |
For
companies
registered
in Scotland:
|
Registered
in Cardiff |
Registered
in Scotland |
Registered
in England
and
Wales |
Registered
in Edinburgh |
Registered
in England |
|
Registered
in London |
|
Registered
in Wales |
|
- The address
of the registered
office. If
a business letter
or order form
mentions more
than one address,
it is recommended
that you state
which is the registered
office address.
4.
Must directors'
names be shown?
A company does not
have to state the
directors' names
on its business
letters but, if
it chooses to do
so it must state
the names of all
its directors. In
other words a company
cannot be selective
about which directors'
names it shows -
it must show all
of them or none
of them.
5. Must
anything else be
shown?
Certain categories
of company must
also state the following
additional information
on their business
letters and order
forms:
- For an investment
company (as defined
by section 266
of the Companies
Act 1985), that
it is such a company.
- For a company
exempt from using
the word 'limited'
in its name, the
fact that it is
a limited company.
For
a company with share
capital, it is not
necessary to state
the share capital
on stationery but,
if the company chooses
to do so, it must
state its paid-up
share capital, not
its authorised capital.
6. Are there
special rules for
charitable companies?
Under section 68
of the Charities
Act 1993, a charitable
company whose name
does not include
the word 'charity'
or 'charitable'
must state the fact
that it is a charity
on all the documents
listed under question
2, in all bills
it sends and on
any conveyances
it executes.
Section 68 does
not require a charitable
company to include
the word 'charity'
or 'charitable'
in its name.
The Charities Act
1993 does not apply
to charitable companies
registered in Scotland
but the same rule
applies to Scottish
companies under
section 112(6) of
the Companies Act
1989.
7. Do the
rules apply to oversea
companies?
A company incorporated
outside Great Britain
which opens a branch
or place of business
in Great Britain
must be registered
and must give similar
details to those
stated in this chapter.
Full details are
listed in our booklet,
'Oversea Companies'.
Back
to top
CHAPTER 6
The new company
- looking forward
1. What
information does
Companies House
require?
Company directors
have a personal
responsibility for
making information
about the capital
structure, management
and activities of
their companies
available both to
the members of the
company and to the
general public.
For companies with
limited liability,
this will include
accounts. If your
company is unlimited,
accounts must be
delivered to the
Registrar if:
- it is a subsidiary
undertaking or
parent of a limited
company; or
- it has been
a banking or insurance
company or operated
a trading stamp
scheme during
the period covered
by the accounts.
2.
What period should
the accounts cover?
A company's first
accounts must start
on the day of incorporation.
The first financial
year must end on
the 'accounting
reference date'
or a date up to
seven days either
side of this date
(see question 3).
Subsequent accounts
start on the day
following the year-end
date of the previous
accounts. They end
on the next 'accounting
reference date'
or a date up to
seven days either
side.
3. How is
the accounting reference
date set?
The accounting reference
date is the date
in each year to
which accounts will
be drawn up. The
date depends on
the date of incorporation
as it is the last
day of the month
in which the anniversary
of incorporation
falls. For example,
if your company
is incorporated
on 2 July this year,
the accounting reference
date will be 31
July, and its first
financial year must
end on 31 July next
year (or within
seven days of that
date).
4. Can the
accounting reference
date be changed?
Yes. You may change
it by sending Form
225 to the Registrar.
You must do this
during the accounting
period affected
by the change or
during the period
allowed for delivering
the associated accounts
to us. For more
information, see
our booklet, 'Accounts
& Accounting
Reference Dates'.
5. How long
do I have to deliver
accounts?
The first accounts
of a private
company must
be delivered:
- within 10 months
of the end of
the accounting
reference period;
or
-
if
the accounting
reference period
is more than
12 months, within
22 months of
the date of
incorporation,
or three months
from the end
of the accounting
reference period,
whichever is
longer.
The first accounts
of a public company
(PLC) must be
delivered:
- within seven
months of the
end of the accounting
reference period;
or
-
if
the accounting
reference period
is more than
12 months, within
19 months of
the date of
incorporation,
or three months
from the end
of the accounting
reference period,
whichever is
longer.
6.
What else must I
tell Companies House?
Here are some of
the important things
that you must tell
us about - using,
in most cases, a
special form we
provide, and within
the time limits
stated.
- Changes of
director(s) and
secretary,
within 14 days.
For:
| appointments |
use
Form 288a |
| resignations |
use
Form 288b |
| change
of personal
details |
use
Form 288c |
-
Details
of new shares
being allotted,
within one month.
Use Form 88(2).
See our booklet,
'Share Capital
and Prospectuses'
for more information.
-
Any
special or extraordinary
resolutions
and certain
types of ordinary
resolution,
within 15 days
of them being
passed by the
company. There
is no special
form but we
need to receive
a copy of the
resolution.
More information
about company
resolutions
is available
in our booklet,
'Resolutions'.
-
Details
of any mortgage
or charge created
by the company,
within 21 days.
See our booklet,
'Company Charges
and Mortgages'
or for Scottish
companies, 'Company
Charges (Scotland)'.
-
A
change of registered
office,
within 14 days.
Use Form 287.
The change becomes
legally effective
only when we
have registered
the form.
7.
What about annual
returns?
Every company must
deliver an annual
return to Companies
House at least once
every 12 months.
It has 28 days from
the date to which
the return is made
up to do this.
To help you meet
this filing requirement,
we send a pre-printed
'shuttle' form to
your registered
office a few weeks
before the anniversary
of incorporation.
This will show the
information that
you have already
given us.
All you have to
do is:
There
is a filing fee
of £15, which must
be sent to us with
the annual return.
If you want to send
an annual return
to Companies House
before the company's
anniversary of incorporation,
please telephone
0870 33 33 636 and
ask for a pre-printed
'shuttle' annual
return (Form 363s).
This will be easier
than using a 'blank'
annual return (Form
363a).
8. What
does Companies House
do with the information
my company sends?
We must make the
information we hold
about registered
companies available
to anyone who wants
to see it. So the
information you
send will be added
to your company's
record and will
be available for
public inspection.
9. What
happens if I don't
send the information
to Companies House
on time?
It is easy to lose
confidence in a
company that doesn't
meet its legal obligations.
If you don't tell
us about your company's
financial state
on time, and you
don't send in details
of changes, anyone
wanting to do business
with you will not
have access to the
most up-to-date
information about
your company. It
could cause trading
problems or affect
your company's credit
rating. It could
even stop a potential
investor from putting
money into your
company, or prevent
you from getting
a loan when you
need it.
If your accounts
are delivered late,
there is an automatic
penalty. This is
between £100 and
£1,000 for a private
company and between
£500 and £5,000
for a PLC. More
information about
late filing penalties
is available in
our booklet, 'Late
Filing Penalties'.
In addition, directors
may be prosecuted
for not filing certain
documents. If convicted,
they will have a
criminal record
and be liable for
a fine of up to
£5,000 for each
offence. In some
cases, they could
also be disqualified
from being a company
director or taking
part in the management
of a company for
up to five years.
10. What
if the company doesn't
take-off or I no
longer need it?
Private companies
that have not traded
or otherwise carried
on business for
at least three months
may apply to the
Registrar to be
struck off the register.
For information
on this, see our
booklet 'Strike-off,
Dissolution and
Restoration' or
for Scottish companies,
'Strike-off, Dissolution
and Restoration'
(Scotland). This
procedure is not
an alternative to
formal insolvency
proceedings where
these are appropriate
- see our booklet
'Liquidation and
Insolvency' or for
Scottish companies,
'Liquidation and
Insolvency' (Scotland).
Back
to top
CHAPTER 7
Further information
1. Where
can I go for help?
Our staff in Cardiff
and Edinburgh will
be able to advise
you on matters generally,
but when you start
a company it is
important to get
things right. So
that you don't make
what could turn
out to be costly
mistakes, it may
be sensible to consult
a solicitor, a company
formation agent,
a chartered secretary
or an accountant
as appropriate.
Addresses will usually
be found in the
Yellow Pages.
2. How do
I send information
to the Registrar?
You may deliver
documents to the
Registrar by hand
(personally or by
courier), including
outside office hours,
bank holidays and
weekends to Cardiff,
London and Edinburgh.
You may also send
documents by post
or by the Hays Document
Exchange service
(DX). If you send
documents please
address them to:
| For
companies
incorporated
in
England &
Wales: |
For
companies
incorporated
in
Scotland: |
| The
Registrar
of Companies
Companies
House
Crown Way
Cardiff CF14
3UZ
DX33050 Cardiff |
The
Registrar
of Companies
Companies
House
37 Castle
Terrace
Edinburgh
EH1 2EB
DX ED235 Edinburgh
1 |
We will only acknowledge
receipt of documents
at Companies House
if you provide a stamped
addressed envelope.
Please
note: Companies
House does
not accept
accounts or
any other
statutory
documents
by fax. |
3. Where
do I get forms and
guidance booklets?
This is one of a
series of Companies
House booklets which
provide a simple
guide to the Companies
Act.
Statutory forms
and guidance booklets
are available, free
of charge from Companies
House. The quickest
way to get them
is through this
website or by telephoning
0870 3333636.
If you prefer you
can write to our
stationery sections
in Cardiff or Edinburgh.
Forms can also be
obtained from legal
stationers, accountants,
solicitors and company
formation agents
- addresses in business
phone books.
Back to top
|
