Navigating Companies House Updates: When, Why, and How
Importance of Registering with Companies House
Part 2 of 3
A key point to note for startups is that registration is not the only key requirement for Companies House; you must also remember to keep Companies House continuously updated whenever there is a change in your company.
Examples of when you must update Companies House include changes to:
Company name and registered office address;
New appointments, resignations or changed details of directors, shareholders or company secretaries;
Changes to company share structure, i.e. issuing new shares, transactions of selling or buying shares and their ownership;
The results of all shareholder votes;
Resolutions;
Company accounting reference date;
Obligations to repay loans within a time frame to the relevant creditors;
Obligations to make payments if something fails as a result of the company’s conduct (indemnities);
Long term loans (i.e. mortgages) secured against company’s assets;
People with significant control (PSC). The PSC register ought to include details of persons who own more than 25% of shares or voting rights in the company; can appoint or remove directors; can influence and control the company or trust.
Registered companies must also update Companies House on financial and accounting records. These include:
the money received and spent by the business, including governmental reliefs such as grants and payments from coronavirus support schemes, all assets and stock owned by the business, all debts owed, the stocktaking used to calculate the stock figure, all goods bought and from whom, all goods sold and to whom (unless it is a retail business).
Any other financial records must be reported via annual accounts and Company Tax Return. These are the details of all money spent, in forms of receipts, petty cash books, orders and delivery notes; details of all money received by the business documented by invoices, contracts, sales books and till rolls; other relevant documents such as bank statements and correspondence.
The records listed above must be kept for six years from the end of the last financial year the company relates to, or longer under certain circumstances.
One of them is that the records show a transaction covering more than one accounting period. Another one is that the company buys an asset and expects it to last more than six years. The business will be required to keep the records longer if the Company Tax Return has been submitted late or HMRC has started a compliance check into the Company Tax Return.
If the company’s records are lost, destroyed or stolen the owner or administration must do their best to recreate them. If that is not possible, the Corporations Tax office must be notified immediately and this information must be included in the Company Tax Return.
Penalties for non-compliance
If the accounting records are not updated, either a fine of £3,000 by HMRC might apply or the company director might be disqualified
How must you report these changes ?
Companies House will require the email address and password used to initially sign up for the Companies House online service and the authentication code sent by Companies House.
Change of address will take effect once Companies House registers it, and change of name will take effect once the owner/administrator changes it. That will be followed with Companies House sending a certificate with a new name and the date of the registration.
What happens if you don’t update the Companies House within the deadline?
Failure to submit the relevant forms within the deadline will result in an automatic fine. The penalty will depend on how late you are with your submission.
Be aware that…
Failing to submit accounts and update the Companies House is a criminal offence. If found guilty and convicted, all directors may have a criminal record and an unlimited financial penalty for each offence.
If the registrar of the Companies House notice that the records have not been updated and the fines were not paid they will conclude that the company is not in operation anymore. This will result in the dissolving of the company. All assets, including bank accounts and property, might become property of the Crown.
Author: Zofia Bonarowska -
Author: Zofia Bonarowska -
In partnership with
DISCLAIMER
This article has been written by law students for the sole purpose of providing informative insight. The information in this article is intended for educational purposes only and does not constitute legal advice, nor should the information be used for the purpose of advising clients. You should seek independent legal advice before relying on any of the information provided in this article.
Sources
Companies House, About us
Companies House, Tell Companies House about changes to your limited company
Companies House, Company registrar’s rules and powers, (GP6 June 2016 Version 3.6)
Companies House, Running a limited company: your responsibilities,
Companies House, Give notice of individual person with significant control (PSC01) (9 February 2018)
Companies Houose, Companies House forms for limited companies (11 October 2018)
Companies House, Companies House Accounts guidance (24 March 2022)
Companies House, Register a statement of satisfaction (MR04) (6 February 2023)
Townley, G., How to avoid a late filing penalty (14 September 2021)
