Frequently Asked Questions
What responsibilities does a director have towards Companies House?
Every company director has a personal responsibility to deliver statutory
documents to Companies House e.g. accounts; annual returns; and notice
of change of directors or secretaries or in their personal details
(Forms AP01, TM01 & CH01).
What happens if I do not submit accounts or annual returns to Companies House?
Companies House can prosecute directors for not submitting documents on time. This is a criminal offence and the court can fine a director up to £5,000 for each offence. There is a separate, civil penalty imposed on the company for the late filing of accounts.
How do I go about picking a company name?
Ascot Drummond can help you do this. Check that the name is available by checking the list of companies at Companies House. The name must end with "Limited", "Unlimited", "Public Limited Company" or their abbreviations. The business name is the name used for carrying on business and can be different from the registered company name.
You should also check your preferred website domain name is available. If you wish your company name to be a Trade Mark, Ascot Drummond can help you to contact and liase the UK Intellectual Property Office (UKIPO).
What are the requirements for registering a limited company?
Every company must have at least one director and at least one shareholder. A company secretary is optional. The directors are responsible for running the company. The Company Secretary is responsible for filing legal paperwork relating to the company with companies house (such as changes of director, shareholders and addresses). We recommend that Ascot Drummond carry out the role of company secretary.
Can anyone be a company director?
Anybody may act as a company director provided that they have not been disqualified from doing so by a court.
Who should act as the company secretary?
A person over the age of 18 may act as both the company secretary and be a director of the same company (provided there are at least two people). If you wish to form a company and only have one director you can use Ascot Drummond as your company secretary. There is a small fee for using this service in addition to fees for completing and filing documents at Companies House.
How should I allocate shares in my company?
By law there must be at least one shareholder who subscribes to take at least one share. All our company formation packages incorporate your company with 1000 shares of £1.00 value each. It is usual practice to take the minimum number of shares required to reflect the overall percentage shareholding in a company. For example:
a) Mr A wants to own 100% of the issued shares in X Limited. Mr A would take 1 share leaving the Company with 999 un-issued shares.
b) Mr A and Miss B want to own 50% each of the issued shares of X Limited. Mr A will take 1 share, Miss B will take 1 share, leaving the company with 998 un-issued shares.
c) Mr A wants to own 80% and Miss B 20% of the issued shares of X Limited. Mr A will take 4 shares, Miss B will take 1 share, leaving the company with 995 un-issued shares.
What is the registered office?
The registered office must be an address in England and Wales, or Scotland where legal documents can be served on your company. This address is recorded by Companies House. This address must also be written on all your letterheads and invoices. It is quite common to use a director's or company secretary's home address as the registered office address. Ascot Drummond can offer the use of a Registered Office in Hertfordshire (England and Wales) or in Dundee (Scotland).
What are the Memorandum and Articles of Association?
The Memorandum contains the names and signatures of the subscribers who are forming the company and for companies limited by shares a commitment that each of the subscribers will take at least one share. The Articles of Association contain details of running the company, internal management affairs and liability - they are the company’s internal rulebook. A company can choose to use the standard model articles, if they do so, they do not need to be filed at Companies House.
It is likely your bank will want a copy of these documents as part of their company account opening procedures.
What is the certificate of incorporation?
The certificate is evidence that Companies House has incorporated your company name. It states the date of incorporation and the company number.
What is a combined company register?
It is a LEGAL REQUIREMENT in The Companies Act 1985 that states a Limited Company must keep registers of the following:
- Register of Members (shareholders)
- Register of Directors and Secretaries
- Register of Directors interests
- Register of Mortgages and Charges
- Register of Debentures
- Minutes of Directors and General Meetings
- Share Certificates
What is an accounting reference date?
A new company must choose an accounting period or year end. The accounting reference date in each year will be fixed automatically as the anniversary of the last day of the month in which the company was incorporated. This can be changed by contacting Companies House
How long do I have to file my company's first accounts?
If you are filing your company's first accounts after incorporation and they cover a period of more than 12 months, you must submit them to Companies House within 21 months of the date of incorporation or 3 months from the accounting reference date, whichever is the longer.
How long do I normally have to file my accounts?
The time normally allowed for submitting accounts to Companies House is 9 months after the end of the relevant accounting reference period.
How do I change an accounting reference date?
By filing Form AA01 at Companies House. This must be done during the accounting period affected by the change or during the period allowed for delivering the associated accounts to Companies House.
What is an annual return?
The annual return contains information about the share capital, shareholders and officers of the company. Annual returns must be filed 28 days after the anniversary of the date of incorporation or the previous annual return.
What surcharges apply if you miss VAT return filing or VAT payment deadlines?
VAT is due to HMRC on a quarterly basis. It must be paid 1 month after each quarter is finished. If HMRC receives your VAT return or VAT payment after the due date, you may have to pay a surcharge in addition to the VAT that you owe
What are late filing penalties?
All companies - private or public, large or small, trading or non-trading must send their accounts and reports to Companies House every year. If you submit company accounts and reports late, the law imposes an automatic penalty. For private companies the penalties start at £150 rising to £1,500 for accounts filed more than 6 months late. Late filing penalties were introduced to encourage directors of companies to file their accounts and reports on time as this information is required for the public record.