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 Companies House. For more information, see the 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 Companies House about - using, in most cases, a special form Companies House 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 the 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 Companies House need to receive a copy of the resolution. More information about company resolutions is available in the booklet, 'Resolutions'.
- Details of any mortgage or charge created by the company, within 21 days. See the 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 Comapnies House have registered the form.
Electronic delivery of directors details and registered office address:
The Registrar’s PROOF (PROtected On-line Filing) Scheme
Company directors hold an important position in a company: they have power to make purchases and enter into credit arrangements on behalf of the company. Similarly, the registered office address is important because it is the address to which all official communications will be sent.
Records held at Companies House are sometimes used to check the legitimacy of a company and its directors before credit or loans are made therefore it is important that the records are correct. Companies are vulnerable to fraud if the wrong people get themselves on record as company directors or a bogus registered office address is filed.
In order to combat fraudsters posing as legitimate directors, Companies House offers companies a fully electronic and secure system for notifying changes of directors and changes to the registered office address. If you opt to only notify these electronically, they will be protected by electronic codes and Companies House will not accept notices from your company delivered in any other format.
In order to take advantage of this service you will first need to register through the WebFiling service for a security code and an authentication code to enable your company to file electronically. To find out more about this please visit the web site at www.companieshouse.gov.uk.
You will then need to complete an ‘Opt-in’ form (PR1) and agree to the terms and conditions so that any change of directors or change of registered office address are only accepted by Companies House it they are delivered by the secure electronic method and never on a paper form. The ‘Opt-in’ form and terms and conditions are available from the web site or by calling 0870 33 33 636. The completed form must be posted back to Companies House.
This service is voluntary; you may opt-out at any time and Companies House will revert to accepting notices from your company delivered electronically or on paper forms. |
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, Companies House 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 Companies House.
All you have to do is:
- check that the details are still correct;
- amend any that are not; and
- send the form back, signed and dated, within 28 days of the date of the return which is shown on the front of the form.
There is an annual document-processing fee of £30 (or £15 for users of the Electronic Filing or WebFiling services), which must be sent to Companies House with the annual return.
Please note: Currently, Companies House estimate that 5% of companies on the register are unable to use the WebFiling service. This includes companies that wish to file using Welsh. Companies House is presently working towards enabling these companies to file their annual returns electronically. |
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?
Companies House must make the information held 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 Companies House 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 the 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 the 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 the booklet 'Liquidation and Insolvency' or for Scottish companies, 'Liquidation and Insolvency' (Scotland).
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