Companies House

 
 

Overview

The implementation of the Companies Act 2006 was fully completed on 1 October 2009.

As the changes introduced by the Act start to become ‘business as usual’ for many companies, these website pages can be used to answer any questions you may have, link to copies of the Companies House guidance booklets and forms, and provide details of each of the phased implementations.

We are continuing to engage with our customers to provide solutions to ongoing issues, and fixes are deployed to alleviate problems as soon as they are identified. The table below has been designed to inform you of the current system, policy and examination issues and keep you up to date on their resolution and progress.

Issue Comments
On incorporation and at change of name, some company names are appearing as the ‘same as’ company names currently on the register In addition to the existing name and number search as ‘same as’ name checker is available on WebCheck and XML.
Memorandum of Association The memorandum must only be submitted in the prescribed form and must not contain extra-statutory information on subscribers addresses and the amounts of shares taken.
Articles of Association Agreement has been reached to accept a reduced copyright statement on articles with amended provisions or bespoke articles: The Association of Company Registration Agents Limited 2009. All rights reserved.
Statement of Capital A number of issues have been raised on various aspects of the statement of capital requirements. Therefore BIS have produced a consultation document the results of which will be published shortly.
Prescribed Particulars Companies House will check the prescribed particulars of shares all incorporations. Additional information on this has been added to the capital section of our Frequently Asked Questions.
Administrative Restoration Applications will be rejected if they are not accompanied by all the required documents and the fee.

This applies to companies dissolved under the 85 and 06 Acts.
Which audit exempt statements are used on the balance sheet for totally audit exempt accounts starting on or after 6/04/2008

For the year ending (dd/mm/yyyy) the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors’ responsibilities:

  • the members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476,
  • the directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts,
these accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
Which audit exempt statements are used on the balance sheet for dormant accounts starting on or after 06/04/2008

For the year ending (dd/mm/yyyy) the company was entitled to exemption from audit under section 480 of the Companies Act 2006 relating to dormant companies.

Directors’ responsibilities:

  • the members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476,
  • the directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and in preparation of accounts.

A company that qualifies as small should also include the following statement in the balance sheet:

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
Who must sign accounts and where must this be included for accounts starting on or after 6/04/2008?

Accounts filed at Companies House must show the following names and signatures:

  • the copy of the balance sheet must state the name of the director who signed it on behalf of the board;
  • the copy of the balance sheet must be signed by a director;
  • the copy of the directors' report must state the name of the director or company secretary who signed the report; and
  • if the company has to attach an auditor’s report to the accounts, the copy of the auditor’s report must state the auditor’s name.
Where the auditor is a firm the auditor’s report must state the name of the auditor and the name of the person who signed it as senior statutory auditor on behalf of the firm.
Where must the company name and number be shown on accounts for periods starting on or after 6/04/2008? The company name and number should appear on one of the composite documents of the accounts such as the directors report or balance sheet. The name and number may also be shown on any cover sheet delivered with the accounts.
Changing articles

Companies registered under the Companies Act 2006 have unrestricted objects, however they may choose to restrict them in their articles by passing a special resolution and completing the ‘statement of objects’ on form CC04. The amendment to the objects is not effective until the form has been registered by Companies House. The company must also file a copy of the revised articles within 15 days of the date the resolution was passed or made. Note, if they are not received within the 15 day period after receipt of the form CC04 Companies House will then instigate constitutional pursuit for the documents.

Companies registered under the 1985 or earlier Companies Acts can also amend their articles to take advantage of these provisions. Although their objects are listed in their memorandum these will be deemed to form part of the articles and they are required to send a copy of the resolution and a copy of the amended articles or the memorandum if the company has amended its memorandum.
EEA / Non EEA Corporate officers

EEA and non-EEA companies are not just defined by where the company is located and the following gives more details of what is meant by these terms when completing the director’s details.

EEA Company
An EEA company is one to which the First Company Law Directive (68/151/EEC) applies. A copy of the directive is available from the following link http://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=CELEX:31968L0151:EN:NOT

A list of the types of companies to which the Directive applies is shown in Article 1. The 2007 consolidated version also gives the full list.  Article 3 refers to the company being entered in a central, commercial or companies register.

In the UK the directive applies to companies incorporated with limited liability this means that a UK LLP, Scottish Limited Partnership etc. are not covered by the First Company Law Directive so their details should be shown as a Non - EEA company (this is covered below).

For a UK limited company the details would be shown as:
Where the company/firm is registered:
Companies House, Cardiff, UK - for companies registered in England and Wales or just Wales;
Companies House, Edinburgh, UK - for companies registered in Scotland or
Companies House; Belfast, UK - for companies registered in Northern Ireland.
Registration number: XXXXXXXXXX

Non-EEA Company
This is for all other companies/LLPs/Scottish limited Partnerships etc. not covered by the Directive and those located outside the EEA e.g. a US LLC.

This requires the legal form and the law by which it is governed. 

In addition they should provide, if applicable where the company/firm is registered and the registered number:

For a UK LLP the details would be shown as:
Legal form of corporate body - Limited Liability Partnership
Governing law - Limited Liability Partnerships Act 2000
Where company/firm is registered:
Companies House, Cardiff, UK - for LLPs registered in England and Wales or just Wales;
Companies House, Edinburgh, UK - for LLPs registered in Scotland or
Companies House, Belfast, UK - for LLPs registered in Northern Ireland
Registration number - OC3XXXXXX

Statement of capital / voting rights - Can Companies House give some examples of acceptable wording for completing the voting rights and prescribed particulars on a statement of capital?

Yes, but this is limited to the simplest case of a private company limited by shares using the model articles provided in the Companies (Model Articles) Regulations 2008. Examples of the wording that could be used for voting rights, dividend rights or distributions on winding up are as follows:

  • each share is entitled to one vote in any circumstances this wording will reflect the general legal position of one member one vote under section 284 Companies Act 2006;
  • each share is entitled pari passu to dividend payments or any other distribution this will reflect a basic right to dividends but any dividend must be made in accordance with the Companies Act and the company’s articles of association; and
  • each share is entitled pari passu to participate in a distribution arising from a winding up of the company - any distribution from a company being wound up will therefore operate in accordance with the law.

It is very unlikely that companies using the model articles will issue shares with capital distribution rights. Generic wording is therefore difficult to provide and companies with such shares are better placed to describe the rights attached.

It is not possible to provide standard wording in relation to redeemable shares. The issue of such shares is at the discretion of a company. If redeemable shares are issued the directors may determine the terms, conditions and manner of redemption. The specific wording setting out the rights will be required.

If there are any amendments made to the model articles to adapt them or resolutions passed detailing share rights of a company, the examples above may not adequately reflect the share rights that must be disclosed. If the rights information is not easily obtainable from the company’s articles of association or resolutions, you may want to seek professional advice.

Please note:  Companies House will reject statements of capital in instances where full information is not provided or where reference is made to another document for the share rights information.  Some examples of wording which will result in the statement of capital being rejected are:

  • 'please see the Articles of Association for the rights';
  • 'rights as set out in the Articles';
  • 'share rights are the same as those already in issue';
  • 'not applicable';
  • ‘pari passu’.

Additional information for Company Agents

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