Q. Who & What is Companies House?

A. The United Kingdom has had a system of company registration since 1844. The legislation governing company registration matters is the Companies Act 2006 is what binds the rules and regulations of Companies House.

Companies House is the United Kingdom Registrar of Companies, covering 3 jurisdictions of England & Wales, Scotland & Northern Ireland. Each jurisdiction has its own Registry & Registrar.

All registered limited companies, including subsidiary, small and inactive companies, must file annual financial statements in addition to annual company returns at the time of which the company is required too. These are all public records and available to the public for viewing at any time. Only those and some registered unlimited companies (meeting certain conditions are exempt from this requirement).

Q. Limited or Ltd is the question?

A. The name of any private company limited by shares must include the suffix Limited or LTD.

This means exactly the same thing and using Limited in full means you can abbreviate it to LTD on your company documents. Choosing LTD you cannot make any changes to the wording.

Q. Directors - Can anyone act as a Company Director?

A. Yes, but there are some rules and regulations in acting as a company director. You cannot be a UK officer/director of a Limited company, if:

  1. You have been declared bankrupt or banned from being a company director by a court. (The courts can reverse their ban for one or more companies)

  2. You are under the age of sixteen

Q. Does an officer/director need to be based within the UK?

A. No

Q. Can another Limited, Limited By Guarantee, LLP or PLC company (Corporate Body) act as an officer/director?

A. Yes, However if you do so, you will also need to appoint a natural individual/person to act as director as a company (Corporate Body) cannot act alone as a sole officer/director. A Sole Trader cannot act on behalf of any of the above companies stated.

What are the roles and responsibilities of the Board of Directors within a company?

A. The board of directors is appointed to act on behalf of the shareholders within a Limited Company to run the day to day affairs of the business. The board are directly accountable to the shareholders and each year the company will hold an annual general meeting (AGM) at which the directors must provide a report to shareholders on the performance of the company, what its future plans and strategies are and also submit themselves for re-election to the board.

Directors look after the affairs of the company, and are in a position of trust. They might abuse their position in order to profit at the expense of their company, and, therefore, at the expense of the shareholders of the company.

Consequently, the law imposes a number of duties, burdens and responsibilities upon directors, to prevent abuse. Much of company law can be seen as a balance between allowing directors to manage the company's business so as to make a profit, and preventing them from abusing this freedom. Directors are responsible for ensuring that proper books of account are kept.

In some circumstances, a director can be required to help pay the debts of his company, even though it is a separate legal person. For example, directors of a company who try to 'trade out of difficulty' and fail may be found guilty of 'wrongful trading' and can be made personally liable. Directors are particularly vulnerable if they have acted in a way which benefits themselves.

Q. What is an Officer/Director Service Address upon Incorporation?

A. This Service Address is for any officer/director wishing to keep their identity/residential address confidential, so this information does not appear on Companies House Public Records for public view.

Q. What are Shares & Shareholders?

Shares are part of what makes an ownership within a Limited Company, which can be set out at any value and each share that person owns usually entitles them to an element of control within the company. The higher your share allocation is the more voting rights you are entitled to have at shareholders meetings.

A. A Shareholder is a person that owns shares within a company.

An Officer/Director may also become a shareholder within the company.

Q. What is the Registered Office Address?

A. All companies registered in the United Kingdom are required to have a registered office address in the same country of incorporation. This is the address that will be recognised by Companies House, HMRC and any other official bodies for any official notices, letters, correspondence and reminders to be sent. The registered office address must always be an effective and upto date address for delivering documents to the company and to avoid delays it is so important that all correspondence sent to this address is dealt with promptly. You cannot use a PO Box number alone, though a PO Box number may be used if provided as part of the full address. It must be an official address where legal documentation can be served.

Please be advised your registered office address should also be displayed on all your companies paperwork and websites at all times.

Q. Should I run my business as a sole trader or as a limited company?

A. In the majority of cases, it will be preferable to run your business as a limited company. Some of the benefits of doing so include:

One Limited Liability. If your business fails, your house and other assets are not at risk (unless you have guaranteed any debts personally).

Image. The perception held by most people is that limited companies are larger entities, and this automatically gives increased credibility.

Q. How many officers must a company have?

A. Private company must have at least one director and public companies must have two directors and a secretary.

A Company Secretary is no longer a requirement for Private Limited Companies with shares.

Q. Can a company only have corporate directors?

A. Companies are required to appoint at least one director who is a natural person i.e. individual.

Q. What is a penalty notice?

A. A Penalty Notice gives details of the penalty/penalties levied against a company because we did not receive the company's accounts and reports on time. The notice includes information on how to pay the penalty.

Q. What are late filing penalties?

A. All private and public limited companies must send their accounts and reports to Companies House.

As a director, you are personally responsible for ensuring that you deliver your company accounts and reports before the time allowed runs out. Delivery means actual receipt at Companies House in the correct format. If they are late, the law automatically creates a penalty.

The size of the penalty depends on how late the accounts reach Companies House and is shown in the following table. The rates of penalties have increased for accounts submitted late after 1 February 2009.

Length of delay
(measured from the date the accounts are
Private Company Public Company
Not more than 1 month £150 £750
More than 1 month but not more than 3
£375 £1,500
More than 3 months but not more than 6
£750 £3,000
More than 6 months £1,500 £7,500

The amounts set out in the table above will be doubled where the accounts are filed
late under the Companies Act 2006 and the previous year’s accounts under that Act
were also filed late.

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