Companies House is the official registrar of companies in the United Kingdom and is responsible for the regulation and administration of Public Limited Companies (PLC) and Limited Liability Partnerships (LLPs).
All companies in each of the four countries in the UK are required to file documents such as statutory accounts, annual accounts, confirmation statements and change of address notifications. Companies House stores the data and makes them available as part of the public record. This means that anyone is able to monitor and access details about any company operating in the UK.
Let’s look at what Companies House does and how it works.
What does Companies House do?
Being the official regulatory body for registering PLCs and LLPs in the UK, Companies House has three core functions:
- Approving incorporation and dissolution of limited companies
- Assessing and storing official records, documents, and reports submitted through the Companies Act
- Providing public access to information about companies for easy inspection and monitoring of several attributes like ownership, actions, and reliability
More than four million limited companies have been incorporated in the UK, with over 810,000 registered in 2020/21, a 21.8% increase from 2019/20.
Who must register with Companies House?
Anyone who wants to establish a limited company in the UK must register with the Companies House. This registration is part of making your business a legal entity, with all the rights and protections that go along with that.
One of the main protections is that no other companies are allowed to operate under your brand name or business name. In order to keep this and all the other protections, your documents and information must be kept up to date. There are four criteria you must meet to register at Companies House:
- A minimum of two directors
- At least one director must be an individual with a real address in the UK
- The company register has at least two shareholders
- One or more of these shareholders must be individual residents in the UK
Companies House has physical offices in Belfast to handle companies registered in Northern Ireland, Edinburgh for Scottish companies and Cardiff for Welsh and English companies. Most people register online.
You will need the following information to complete the application:
- National insurance number
- Telephone number
- Passport number
- Town of birth
- Mother’s maiden name
You will also need to create a new Government Gateway ID that is unique to your newly registered company. If you prefer to register your company by post, you can fill out the IN01 form on the UK government website. Registering at Companies house costs £12 and the whole process should be finished within 24 hours. After registration, you will receive an official “Certificate of Incorporation” as proof that your limited company is legally registered and protected under the Companies House.
Do sole traders appear on the Companies House register?
No. Sole traders don’t need to register at the Companies House. You only need to register with the Companies House to establish a limited company (LPC) or Limited Liability Partnership (LLP).
Sole traders are, however, required to register with Her Majesty’s Revenue and Customs (HMRC) for self-assessment, maintain accounting records, and file income tax returns every financial year.
Since sole traders don’t separate their personal assets from the company assets, there is no legal distinction between the owner and their business. As a result, all of their assets can be used to cover trading liabilities if they go bankrupt or are taken to court.
What forms do I need to submit to Companies House?
The paperwork doesn’t end after your initial registration. There are still several important forms you need to submit to Companies House. Failing to do so can result in legal problems later, so it’s worth getting everything sorted out properly from the beginning. Here are the forms you need to submit to the Companies House:
Memorandum and articles of association
The memorandum and articles of association are the rules governing how your company will operate formally. They include critical information about the business such as shareholdings, director’s responsibility and liability, objects, power, and appointment of directors.
Statement of compliance
A statement of compliance is a document that you need to submit once your company has been created. It lets the Companies House know that all information registered with them is correct and up to date. Such information include the address, names, descriptions of all directors, and other information like share capital.
Statement of satisfaction
A statement of satisfaction is used to show that all directors hold a minimum level of qualification for the position. It also shows that they know their duties and responsibilities and how much liability it involves. All directors must state that they are fully liable for any negligence or fraudulent activity that results incorporate harm.
Certificate of incorporation
The certificate of incorporation is the document that shows that you have successfully registered your business at the Companies House. It also confirms that you are legally allowed to trade under your company’s name.
The annual returns form needs to be submitted at least once a year and includes details about officers, share capital, and accounts for the corporation. Every limited company must submit an annual return.
A confirmation statement confirms the information included in the Annual returns form. It gives Companies House an annual snapshot of the business ownership and management and carries a filing fee.
Change of details
If any changes to your business partnership occur, such as; a change of name, shareholdings, directors, or treasurer, you must submit a change of details form. It helps keep the Companies House up-to-date with your company records.
What are the penalties for noncompliance with Companies House filings?
All companies are expected to send their reports and accounts to Companies House annually, whether large or small, private or public, trading or non-trading. The company officers are responsible for ensuring all filings and returns are completed on time. The penalties for not filing properly and on time are as follows:
Late penalty for LLP or private company
- < 1 month - £150
- 1-3 months – £375
- 3-6 months – £750
- >6 months – £1500
Late penalty for a public company
- < 1 month late - £750
- 1-3 months – £1500
- 3-6 months – £3000
- >6 months – £7500
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