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- 3. providing company information that customers value “ ”
- 4. Dealing with Companies House
- 5. SOLE TRADER What ‘sole trader’ means You’re a sole trader if you’re running your own business as an individual. You can keep all your business’ profits after you’ve paid tax on them. Legal responsibilities You’re personally responsible for: any losses your business makes bills for things you buy for your business, like stock or equipment keeping records of your business’ sales and spending
- 6. SOLE TRADER How to set up as sole trader You must register with HM Revenue & Customs (HMRC) as soon as you can after starting your business. Sole traders’ tax responsibilities You must: send a Self Assessment tax return every year pay Income Tax on the profits your business makes pay National Insurance You must also register for VAT if you expect your business’ takings to be more than £79,000 a year.
- 7. Why become a limited company? • The company name is protected • Limited liability status Limited liability • Is where the liability of the members is limited by shares or by guarantee • In return the company must send certain information to Companies House for public viewing
- 8. Functions
- 10. Company name • Unique • It is not offensive • Sensitive words • Company names adjudicator • Company Names Tribunal for ‘opportunistic registrations
- 11. Trading disclosures Company name displayed at: • All places of business • Registered office address But does not apply to: • Dormant companies • Primarily residential addresses
- 12. Trading disclosures All items of business stationery & communications, including emails and company website must show: • Company name • Place of registration • Registered office address • Registered number • If the company is being wound up
- 13. Director and secretary responsibilities
- 14. Director’s responsibilities • Accounts and annual returns are delivered • Registered office address is correct and operational • Directors’ and secretaries’ details are kept up to date • No appointments under the age of 16 (except for LLP’s) • No upper age limit • At least one ‘natural person’ appointed (except for LLP’s)
- 15. Directors service addresses Based on privacy • Any address for the public register (Except a P.O. box address) • Usual residential address for protected register • Change notice can be submitted online • Historic addresses can be ‘expunged’ for at risk officers
- 16. Company secretary duties Every PLC needs a secretary Secretaries are optional for private companies Usual company secretary duties: • Notifying changes • Maintaining statutory registers • Notifying members and auditor of meetings • Providing copies of resolutions and agreements • Supplying copies of company accounts
- 17. Annual return • All companies must file one every year • Based on your legal return date (LRD) • This is not the financial return of the company • Snapshot of the company details as at LRD date • Must be filed within 28 days of the LRD • Over 98% are filed online • £13 filing fee online (£40 for paper filing)
- 18. Accounts
- 19. Accounts • Many account types can be filed online • All companies have to file accounts each year • Whether trading or not • Strict filing times laid down by Parliament • Based on your accounting reference date (ARD) • No filing fee • Automatic late filing penalties
- 20. Accounts filing periods The filing period for accounts is: -9 months after the accounting reference date for a private company or LLP -6 months after the accounting reference date for a public company
- 22. Late filing penalties • Accounts only • Introduced 1 July 1992 and amended 1 February 2009 • Civil penalty against the company • Accounts must be received by due date • Penalties are doubled for filing late 2 years running • Appeals procedure • Registrar has very limited discretion not to collect a penalty
- 23. Late filing penalties Length of delay (measured from the date the accounts are due) Private company & LLP Public company & SE Not more than 1 month £150 £750 More than 1 month but not more than 3 months £375 £1,500 More than 3 months but not more than 6 months £750 £3,000 More than 6 months £1,500 £7,500
- 24. Dissolution
- 25. Voluntary strike-off • Company has not traded or changed its name in last 3 months • Form DS01 must be completed • Majority of directors must authorise application • £10 fee • Can take 6 months • Third party objections
- 28. Mobile App •Mobile App is FREE •Shows only the free information •Allows you to check company information on the go! •Save frequently viewed companies in your ‘Favourites’. •Variety of sort options in Favourites – company name, number or when accounts or returns are due for filing. •Amber/red alerts when AR and AA are due/overdue.
- 29. The Companies House Service • Transforms our electronic services, with modern technology and a new web service. • Better and simpler for customers, making it easier to view and update company information.
- 32. Contact us Telephone: 0303 1234 500 email: enquiries@companieshouse.gov.uk RSS feeds: www.companieshouse.gov.uk Follow us: Facebook Twitter @CompaniesHouse LinkedIn Companies House You Tube Channel
Editor's Notes
- Hello My name is …….. I am here to tell you about Companies House and its processes.
- Companies House is an information exchange involving registration and dissemination of information: Information is registered with us when a company incorporates, and then at points throughout its life. Our core purpose is making that information available for search customers. In order to satisfy customers effectively and efficientiently with valued information we rely on a range of digital services …
- It is a fact that we are a world class information exchange and you can see a list of worldwide registries on our website. We pride ourselves on our services being both easily accessible and easy to use. We strive to ensure that all our customers have an excellent experience when dealing with us and we also want to ensure that we are providing trusted information. At Companies House we accept all information in good faith. However, we have recently taken further steps to ensure the integrity of the register by setting up a team who are looking at ways to ensure WHAT we receive IS accurate. One step that has recently been taken is the introduction to perform checks on un-discharged bankrupts. This means that checks will be made against directors appointments to ensure that they aren’t listed as bankrupt or subject to personal insolvency restrictions.
- Why become a limited company? A question that we are often asked at this event is “Do I have to be a limited co?” The simple answer is no. There is no legal requirement for you to ever become a ltd co. However many of you will seek advice and be advised that in order to do business or to be protected you should be ltd. So this leads on to why become a ltd co? The two main reasons are that you will have a protected co name. This means that there will not be another company with the same name as you on the public register within the UK as we cover England, Wales, Scotland and Northern Ireland. You will get Ltd liability. This means that the liability of the directors is limited to their shareholding or guarantee to the co. In return for this you would need to ensure that you comply with the co act and send us certain pieces of information every year. I will come onto that information in a moment.
- We have two main functions at companies house. We incorporate all new Limited Companies in the UK. We receive all filings required by those companies under the companies act e also dissolve any companies from the register that are no longer required. Our second function is to then make all of this information available to anyone around the work via our online search services.
- Incorporation is the process by which a new or existing business registers as a limited company. A company is a legal entity with a separate identity from those who own or run it. Most companies are limited liability companies, where the liability of the members is limited by shares or by guarantee. A business cannot operate as a limited company until it has been incorporated at Companies House under the Companies Act 2006. Establishing your business as a company means the directors are required to file certain documents every year such as annual accounts and an annual return. They must also inform Companies House about any changes, such as the appointment or resignation of directors or a change to the company's registered office. There are three ways that people currently incorporate with us. Via our Webfiling Service: where the fee is £15 . Companies House has developed this service to make the process as straight forward as possible. You can file via a formation agent. We have a list on our website of all the agents that are able to submit information to companies house electronically. We don’t list them in any order of preference. They are listed alphabetically. There is one other option and that is paper. This is a slightly more expensive process that takes longer than our electronic service.
- Whilst choosing your company name you should check the Register to ensure your company name is unique as you will not be allowed a “same as” name If two company names are so similar they are likely to confuse the public as to which company is which, then they are deemed as 'same as'. We check to see if the proposed name of the organisation is ‘offensive’, implies a connection with government, includes a restricted or sensitive word. The Regulations regarding choosing a company can be found on our Website. When you choose your name be mindful that someone else may be thinking along the same lines as you and so I would recommend that you do a final check before you sumbit your IN01 Incorporation form. In the first 6 months of this year there were 5 Incorporations per minute ! 318 an hour ! From 1 January to 31 July 2014, the average number of incorporations accepted: Per day - 2,353 Per hour - 318 Per minute - 5 MIU Sep 2014
- Company name The company must display its registered name: at its registered office and its inspection place. The exceptions are , dormant companies and if that place is primarily used for living accommodation (for example the director's address). The registered name must also be displayed in the company business correspondence and documents. This includes documents in hard copy, electronic or any other form.
- Also All items of Business Stationery & Communications including emails and Company Website must show: Place of registration whether its was incorporated in England or Wales, Northern Ireland or Scotland Companies Registered number Registered office address Directors information – this means a list of the names of the directors of the company. The ruling with this is all or none at all, you can’t pick and choose whose names you display. If you have a frequent turnover of directors you may want to factor in the cost involved before adding names to your comms. And must declare if being wound up/ in liquidation
- Whether you are a newly appointed director, or are thinking about becoming a director, you will need to be aware that directors have many obligations and legal responsibilities: You are legally responsible to file the company's annual accounts and annual return on time, and You must ensure your company details are up to date including your registered office address. Information you submit will be placed on a public register and be available for public inspection including personal information you submit as part of your appointment. FOR INFO To form a Limited Liability Partnership (LLP) you need at least two designated members. The designated members can be two people or one person and one company acting as a corporate member. The individuals can be of any nationality and be based anywhere in the world (the registered office must be based in the UK). There is no minimum age for the members unless the company is being formed in Scotland, in which case the minimum age is 16.
- What is a usual residential address? A usual residential address is the usual home address of the person concerned. It still has to be filed with the Registrar but it will not be available on the public record for everyone to see and will be held on a private register only available to predetermined organisations. Q. What is a service address? A. A service address is one that can be used by a director to receive communications from third parties about the company. The service address can be the same as the person’s residential address, or the registered office address of the company, or it can be somewhere different. A service address is also known as a correspondence address. Q. Will my address be visible on the public register? The Companies Act 2006 requires directors to provide a service address for the public record which may be different to their usual residential address (URA). Their URA is kept on a separate record to which access is restricted. This has replaced the old system, where only officers at serious risk of violence and intimidation could have their residential addresses kept off the public record. As a consequence of the companies not personal activity - activities 2003 expunged £55.00 per address can be very costly.
- We don’t advise on the role or obligations of a company secretary as it is not covered by the Companies Act, But I can tell you that Every Public Limited Company needs one it is optional -Private companies since the implementation of the Companies Act 2006 Usual duties would be covered in the employment contract, However…..
- The annual return is the first of the 2 statutory documents which must be filed at Companies House EVERY year! LRD – would be the anniversary of the date of incorporation. You cannot file the annual return before this date as you are confirming the information is correct at this time. SNAPSHOT – by filing the annual return via our webfiling service the company information we hold on our records will be pre-populated for you. All you need to do then is confirm the information. Should any changes be required the service will prompt with the relevant forms to be completed before you submit the annual return
- The Accounts is the 2nd statutory document which must be filed every year. What kind of accounts are they? We cannot advise on what type of accounts the company falls under to file FIO Micro-Entity Accounts Implemented 1 December 2013 Micro-entity accounts are a new type of accounts that can be submitted to Companies House from 1 December 2013. They will provide the smallest companies with the opportunity to prepare and publish simplified financial statements (profit & loss account; and balance sheet) if they wish. These accounts can be filed with Companies House on paper, WebFiling or Software Filing, and apply to financial years ending on, or after, 30 September 2013. A micro-entity must meet at least two of the following conditions: turnover must be not more than £632,000 the balance sheet total must be not more than £316,000 the average number of employees must be not more than 10
- Once your company’s year has ended you will have 9 months in which to get your accounts in order and submitted to Companies House. For a PLC which is more accountable to the public there will be a 6 month period. The quickest way, as you now know is to deal with us online. My advice is always get the accounts in a quickly as you can after your ARD. Do not leave it until the last minute and do not send them in late as you WILL be subject to a penalty. If your company has not traded you must file Dormant accounts to Companies House within the filing time allowed. Why not file them as soon as your year end has ended don’t allow yourself to fall into the Late Filing Penalties trap!
- To keep your company filings up-to-date we would strongly recommend that you register for e-reminders. The eReminders service allows the company to sign up 4 email addresses, who will each receive an email when the accounts and annual return are due. You can register your accountant, solicitor other directors etc This alternative to a paper reminder has proven successful, as our statistics have shown that the compliance rate for customers who have signed up to eReminders is much higher than those who still receive a paper reminder. Accounts reminder is sent to the company 42 days before the due date. AR Reminder sent on Made-Up-Date of AR. If AR not filed another reminder is sent 2 days before the made-up-date
- Please note, first on foremost. Late Filing Penalties are again accounts only. There is no financial penalty against Annual returns arriving late. Late filing penalties were introduced in 1992 and had the effect if improving the compliance of accounts significantly. Over time however the compliance rate did start to dwindle so the decision was made to make changes to the penalty regime. I will show you the new penalty scales in a minute. This is a civil penalty and is placed against the company and not against the individuals. The ruling states that the accounts need to be received by the registrar no later than the due date. Even one day late and a penalty will be levied. It is also worth noting that the penalty will be doubled if the company files late 2 year running. You are able to appeal the penalty. The registrar must issue the penalty and they have very little discretion to not collect the penalty. There will have to be an exceptional reason why the penalty won’t be collected. Some excuses that haven’t made the grade are: I was on holiday, the snow had affected the post, my accountant said it had been dealt with. You have 9 months in which to get your accounts to us. There are very few excuses that you can give that the Late Filing team haven’t heard. So my best advice would be file you accounts as soon as you can. Don’t leave it until the last minute to submit your accounts as the closer you are to the deadline the greater the chance of receiving a penalty.
- So this is the penalty bands and charges: TALK AROUND THE TIME FRAMES AND AMOUNTS As you can see the penalties are higher for PLC’s as they are more accountable to the public.
- A company may apply to the registrar to be struck off the register and dissolved. The company can do this if it is no longer needed. For example, the directors may wish to retire and there is no one to take over from them; or it is a subsidiary whose name is no longer needed; or it was set up to exploit an idea that turned out not to be feasible. Some companies who are dormant or non trading choose to apply for strike off.
- A limited company can request to be closed / dissolved under Section 1003 of the Companies Act 2006, providing that it meets all of the following requirements: Not traded within the last 3 months Not changed the company name within the last 3 months Is not subject to any legal proceedings, current or proposed Has not made a disposal for value of property or rights When all of the above criteria are met the Striking Off application (DS01) can be completed Form DS01 Striking-off application must be: Signed by the majority of directors Submitted with a £10 fee. DS02/LLDS02 withdrawal of application to strike off Reversible process via Restoration process
- Companies House website is full of useful information. From the home page users can access a wide range of Services Including Free accounts data and Once registered with our Webfiling service. Users can File their Annual returns, their financial accounts and change their company details from the tabs across the top users can …. File and find Information, start a company and close a company. From here also Forms Guidance and FAQ’s can be found You will also find our events calendar where you can check a variety of events that we throughout the UK For further information on which service suits your needs please browse our website at your convenience.
- The Companies House Mobile App allows users to search basic and free company information from their Android, Iphone or IPad. This information can also be compiled into statistics about incorporations and dissolutions going back to 1987 which can be converted into graphs. Features include :- Company address, status company appointments, and filing history. Users can check when accounts and return documents are due to be filed or if they are overdue. Future – Companies House will be looking at a windows version but not currently on Blackberry.
- When you search for a company on the App, as well as having access to basic company information, such as Officers Details and Filing History, you can send the company details via email or add the company to your Favourites list by clicking on the ‘Star’ symbol. The CH Mobile App allows you to store favourite companies that you may want to access frequently. It is possible to sort your favourites in a number of different ways, such as by Company Name or Number, or when the next Annual Accounts or Annual Returns are due to be filed. To do this you simply need to click the ‘Sort’ tab and select the sort method you wish to use. There is also a ‘traffic light’ system in place for companies saved in your Favourites. This system allows you to easily identify when the Annual Returns or Annual Accounts for a particular company are due to be filed, or are overdue. The Amber alert indicates that filings are due, with the Red alert identifying that the filings are overdue. Companies can be deleted from your ‘Favourites’ list at any time. If you would like a demonstration of the App or any of the output products in more depth, please come and see me at the end of this seminar.
- Companies House current services, Webfiling, Webcheck, CHD & XML Gateway will be replaced by one unified on-line service called “The Companies House Service” Can search by Name or Company Number. WebCHeck, CHD & Webfiling will continue to run parallel to CH Service while the new service is being introduced or phased in. All images will be free on CH Service including Mortgage Charges. By next Summer 2015 only Certified copies will be chargeable.
- Reduced Burden –Moving away from form completion to a check & confirm approach. Open availability data – Reduced need for bespoke products & reports. New Application Programming Interface (API) Improved functionality for Software Filers. Enhanced Search Facility – Similar to Google Faster viewing of company Information Streamlined & Inituative. Open development – A website to help third –parties develop their own products based on the register. Improved Design – to benefit customers meet standards set by the Government Digital Service. Improved efficiency, reduced cost one service to Update & Support. Assisted Digital Support Digital Services for those users that need help.
- If in doubt please take note of our contact telephone number and email contact for general enquiries