Companies House’s Role in Company Formations in the United Kingdom

Last Updated: Dec 15, 2022
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Companies House, being an administrative sector inside the Department for Business, Skills and Innovation, manages the rules and regulations, and the inclusion of limited liability partnerships (LLP) and limited companies in the United Kingdom. The fact that it is the authorized registrar of companies in the UK, they work in three distinct countries which are Northern Ireland, Scotland, and England and Wales.

Conducting inspection and keeping all information on LLP and limited companies is the primary role of Companies House. All the information provided by the companies are accessible online by the public including all businesses. All digital information is available for free anytime, making the UK the first country to establish a transparent publicly available free register. This gives the general public the power to easily watch and look over the proprietorship, accomplishments and authenticity of all the companies registered in Companies House.

Since Companies House stores a register of all limited companies in the United Kingdom, it is their duty to protect this information. It is their responsibility to consolidate and dissolve limited companies, to examine and store registered company information and make it available to the general public. Protecting these data is not too easy to do that’s why in Companies House, they treat all virus and malwares seriously.

Table of Contents

  • Brief History
  • What are the required forms companies need to provide upon registering to Companies House?
  • Annual Accounts
  • Confirmation Statement or Annual Return
  • Advising Companies House About the Changes to the Company
  • What happens to the company if they don’t follow the rules of Companies House?

 

Brief History
The beginning of Companies House was dated way back to 1844. This is the same year when the Joint Stock Companies Act got the royal ratification. This act allowed the companies to be included by registration for the first time. This made an office of the Registrar of Joint Stock Companies to handle and manage the register of companies. Having an openly available primary company register will give security to the public against fraud. Three months after the launch of this act, all companies were required to register.

The Joint Stock Companies Act of 1844 provided two types of company registration, provisional and complete. Companies that filed for complete registration has more comprehensive requirements than the ones who had provisional registration. But because after getting a certificate of provisional registration the companies are not required to submit the remaining information for them to become completely registered, the Joint Stock Companies Act of 1844 was not really effective.

It was only implemented to England and Wales, and Ireland, and not in Scotland.

Due to unsuccessful system of company’s registration, the Joint Stock Companies Act 1856 revoked the 1844 Act. The new act obliged the companies to submit specific particulars to the Registrar for Joint Stock Companies. This includes memoranda and articles of association and the yearly reports.

This 1856 Act also required the three United Kingdom’s jurisdictions to have its own Register of Companies. And having these mandatory registrars was still practiced as of today and this started the “Companies House”.

The Registrar of Companies for England and Wales is located at the Companies House, Cardiff. This office covers the company’s registration in England and Wales. It was 2011 when another Companies House office was opened in Nantgarw, Wales. The Companies House office in Petty France, London is focused on filing and viewing documents, which formerly processed in Cardiff.

  1. The Registrar of Companies for Scotland is located in Companies House, Edinburgh. This is where companies in Scotland register.
  2. The Registrar of Companies for Northern Ireland is the one in charge for Northern Ireland companies’ registration. This is in Companies House, Belfast.

 

What are the required forms companies need to provide upon registering to Companies House?
Because of the current situation, companies have two options in filing and submitting the required documents. It is either Webfiling or the traditional paper versions.

The following are the transactions done between companies and Companies House:

Incorporation (Form IN01 + Memorandum & Articles of Association)
Incorporation is the first transaction between business and Companies House. This includes Form IN01 and the Memorandum and Articles of Association.

Annual Accounts
The registered limited companies are required to submit their accounting records and submit their annual accounts to Companies House. It is the company director’s sole responsibility to make sure that the accounts are complete and delivered on time. He is the one to receive the sanction if the company doesn’t comply. The company’s yearly accounts need to be well prepared and produced with high quality so the Companies House can scan and check it electronically.

Confirmation Statement or Annual Return
Confirmation Statement is a document filed by companies to show an overview of the company at a certain period of time. This includes records associated to the directors, share capital, and registered address. The company also need to maintain a Persons Significant Control (PSC) register. This document notifies the Registrar of any person or organization that has a control of the company of at least 25%.

Advising Companies House About the Changes to the Company

Companies need to update the Registrar about these main reasons:

  • Company name change
  • Company registered address change
  • Appoint, dismiss, or change the particulars of company directors and/or secretaries.
  • Change the location or details related to your company records.
  • Details on any special resolutions passed.
  • Company’s share capital change
  • Details of any charges held against the company.
  • Applying to strike off (close) the company, and remove

 

What happens to the company if they don’t follow the rules of Companies House?
Compliance with the Companies House rules is very important. Officer of a functioning company can face court trials if they will not be able to present and submit the company’s information correctly and ahead of schedule. It is the officers of the company’s responsibility to fulfill these tasks that’s why they are the ones liable when the company fails to comply. There will also be an automatic monetary fine if the required documents are submitted late. In order for the companies to avoid these kinds of problems, they need to make sure that they form a reliable and highly skilled accounts team to make sure all the Companies House requirements are complete and submitted on time.

Article by

Marequitta Dequito

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