Companies House - demystified!
Once you've formed your company, it doesn't just end there. Each year, you have to file an annual return with them AND file a set of accounts with them. These returns are due annually, and failure to get them in on time results in letters, harassment, sleepless nights, emails and all kinds of paperwork and threats which you just don't need.
Be aware... the annual return is on the anniversary of the company opening / being formed, and this date generally doesn't change. They give you about one months grace. So if you formed your company on 23rd October, every year, around the 23rd Oct, you'll receive a reminder to fill out an annual form. And you'll have until about the 23rd Nov to do it. There is a filing fee to submit this information. File it online, and its cheaper (£13), than filing the paper (£40).
DOWNLOAD COMPANIES HOUSE LEAFLET HERE - ANNUAL RETURN
However, the annual set of accounts (Profit & Loss and Balance Sheet) are separate. And these items due every year about 9 months after your year end. So if your year end is 31st March, get this information into Companies House by 31st Dec - at the latest. In fact, don't leave it until the last minute. Try and get it in early, and then sleep peacefully.
DOWNLOAD COMPANIES HOUSE LEAFLET HERE - FILING YEAR END ACCOUNTS
ANNUAL RETURN - EXPLAINED
What is an annual return?
An annual return is a snapshot of certain company information at the made-up date. It is a separate document from a company's annual accounts. An annual return must contain the following information:
- the name of the company;
- its registered number;
- the date to which the annual return is made-up (the made-up date);
- the principal business activities of the company
- the type of company it is, for example, private or public;
- the registered office address of the company;
- the address (single alternate inspection location - SAIL) where the company keeps certain company records if not at the registered office, and those records held there;
- the details of the company secretary (corporate or individual), where applicable; and
- the details of all the company's directors (corporate or individual).
- a marker to indicate whether the company was a 'Traded company' at any time during the return period;
- a statement of capital; and details of the shareholders.
What is the made-up date
This is the date at which all the information in an annual return must be correct. The made-up date is usually the anniversary of:
· the incorporation of the company; or
· the made-up date of the previous annual return registered at Companies House.
Which companies must send an annual return to Companies House?
Every company must deliver an annual return to Companies House at least once every 12 months. The company's director(s) and the secretary (where applicable), are responsible for ensuring that they deliver the annual return to Companies House within 28 days after the anniversary of incorporation of a company or of the anniversary of the made-up date of the last annual return.
If you do not deliver the company's annual return, the Registrar might assume that the company is no longer carrying on business or in operation and take steps to strike it from the register.
It is a criminal offence not to
deliver the company's annual return within 28 days of the
made-up date, for which Companies House may prosecute the company and its officers !!!!!
Where can I get an annual return?
Companies House will send a letter to your company's registered office to remind you when your annual return is due. It advises on how to file the form electronically by using their Software Filing or WebFiling services, as this is the easiest and cheapest option.
However, if you do not have the facility to file
online you can download a blank form AR01 of the annual return or order a blank paper copy form via their Contact
Centre on 0303 1234 500.
Completing the annual return Form AR01
Generally, the details on the annual return should confirm the company information already held on the Companies House public record at the made-up date. However the annual return must include details of any transfers of shares which have taken place during the year. You can also update your company's principal business activities.
To change any other information, you must deliver the relevant document along with your annual return:
- change of registered office address—AD01;
- appointment of company director or secretary—AP01, AP02, AP03 or APO4;
- change of details, for example, the address of a company director or secretary—CH01, CH02, CH03 or CH04;
- termination of appointment of a company director or secretary—TM01 or TMO2;
- notification or change of address where the company records are kept available for inspection—AD02;
- notification of company records held at alternate address or their returning to the registered office address—ADO3 or AD04;
- allotment of new shares—SH01;
- change to the company's total share capital.
Is there any other information that may be filed together with the annual return?
Some companies must deliver information about their related undertakings with their annual return. This is only where the information, required in the accounts would result in excessive notes to the accounts. The company accounts must state that the full information will be delivered with the next annual return.
Is there a fee for filing the annual return?
Yes. There is an annual document-processing fee of £40 for paper documents or £13 for users of the Software Filing or WebFiling services which is payable when you file the annual return. Companies that file a paper annual return should make the cheque payable to 'Companies House' and write the company number on the reverse.
Companies House will reject your annual return if it does not include the required information. However, where the information is completed but does not match their records, they may choose to accept the annual return but mark it as inconsistent with the public register.
ACCOUNTS FOR COMPANIES HOUSE - EXPLAINED
Do all companies have to file their accounts at Companies House?
All private limited companies must file their accounts at Companies House.
Unlimited companies need only deliver accounts to Companies House if, at any time during the period covered by the accounts:
- the company was a subsidiary undertaking or a parent of a limited undertaking;
- the company was a banking or insurance company(or a parent company of a banking or insurance company); or
- each of the company’s members was:
· a limited company;
· another limited company each of whose members was a limited company; or
· a Scottish partnership each of whose members was a limited company.
Are the accounts filed with Companies House different to the accounts prepared for the members?
You can simply file a copy of the accounts that you have already prepared for the members/shareholders at Companies House. However small and medium-sized companies may file an abbreviated version of those accounts which contain reduced detail.
Can I file the same accounts with Companies House and HMRC?
If you are filing small audit exempt accounts you may be able to file accounts using the joint filing option which enables you to enter your accounts data once and use it to submit to both Companies House and HMRC.
To use this option you will need:
- Government Gateway credentials (which you can request from the HMRC website) and
- Companies House Company Authentication Code, if you do not already have one please refer to the WebFiling FAQs on our website for more details.
The joint filing option will allow you to submit either the full statutory small audit exempt accounts to both organizations or extract abbreviated accounts for filing only at Companies House. For further information on whether this is suitable for your company, please refer to the joint filing FAQs on our website.
Companies House and HMRC have different filing deadlines and penalties for late filing, It is the directors’ responsibility to ensure that they know what the deadlines are.
Do I still need to file my accounts with HMRC or Charity Commission, or Office of the Scottish Charity Regulator?
Yes. The accounts filed at Companies House are in accordance with the Companies Act 2006. You must still file with other regulatory bodies according to their requirements and filing deadlines.
Will Companies House give technical advice on accounts?
No. We can only give general guidance, not technical advice on specific accounting or legal issues. Your accounts are subject to legal requirements, and we are not qualified to give specialist advice.
How long do I have to file my company’s first accounts?
If you are filing your company’s first accounts and those accounts cover a period of more than 12 months, you must deliver them to Companies House:
- Within 21 months of the date of incorporation for private companies, or
- Within 18 months of the date of incorporation for public companies, or
- 3 months from the accounting reference date, whichever is longer.
The deadline delivery to Companies House is calculated to the exact day.
For example, a private company incorporated on 1 January 2009 with an accounting reference date of 31 January has until midnight on 1 October 2010(21 months from the date of incorporation) to deliver its accounts, not 31 October.
If the first accounts cover a period of 12 months or less, the normal times allowed for delivering accounts apply.
How long do I normally have to file my accounts?
Unless you are filing company’s first accounts (see above) the time normally allowed for delivering accounts to Companies House is:
- 9 months from the accounting reference date for a private company; or
- 6 months from the accounting reference date for a public company.
Please be aware of the definition of a period of months in connection with filing accounts.
A period of months after a given date ends on the corresponding date in the appropriate month. For example a private company with an accounting reference date of 4 April has until midnight on 4 January of the following year to deliver uts accounts, not 31 January.
This does not apply if you accounting reference sate is the last day of the month. In this case the period allowed for filing accounts would end with the last day of the appropriate month. For example, a private company with an accounting reference date of 30 April has until midnight on 31 January of the following year to deliver its accounts, not 30 January.
If I shorten my accounting reference date will I still have to file by the original deadline?
No. When a company shortens its accounting period, the new filing deadline will be longer of the following two options:
- 9 months for a private company (or 6 months for a public company) from the new accounting reference date; or
- 3 months from the date of receipt of the notice (change of accounting reference date- AA01).
Can I apply for extra time to file?
Yes. If there is a special reason for doing so, you may apply to extend the time for delivering accounts to Companies House; for example, if there has been an unforeseen event which outside the control of the company or its auditors.
You should make the application in writing and deliver it before the normal filing deadline. It must contain a full explanation of the reasons for the extension and the length of the extension requested, you can do this by emailing their enquiries section or writing to them.