Filing Companies House Returns
One of the tasks that the company secretary or (now that there is no requirement for a company secretary) the directors of companies registered in England and Wales must ensure gets done is the filing of the various returns that need to be sent to Companies House (unless you want to risk getting struck off!).
So, what needs to be filed at Companies House?
The Annual Return (Form AR01) contains a synopsis of the company information at the end of a company’s year. The Annual Return covers the rolling 12 month period starting from the date of incorporation.
You can expect to provide information on current company directors, current company secretary (if there is one) and current shareholders of the company.
Annual Returns are publicly available on Companies House, as is all information filed there.
It costs £13 to file an Annual Return.
Failure to file an Annual Return on time can result in it being struck off the register of companies by the Registrar pursuant to s. 1000 of the Companies Act 2006.
Filing of a company’s accounts must also be done. Companies’ accounts are different to its Annual Return. Small companies may be able to benefit from an exemption from filing full accounts and instead, may be able to file abbreviated accounts.
Return of allotment of shares
If a company limited by shares issues shares, then the company has to file a return of allotment of shares (Form SH01)
When filing Form SH01 you will have to provide details of the shares allotted including their nominal value, the number allotted and any rights associated to them.
It is free to file a return of allotment of shares and must be done within one month of the allotment.
A failure to file a return of allotment of shares within a month of the allotment is an offence committed by every officer of the company pursuant to s. 557 of the Companies Act 2006.
Changing a company’s name
A change to a company’s name has to be decided by the shareholders of a company (or by provisions within its articles of association). If decided by a company’s shareholders, the decision is made by passing a “special resolution” (being a decision that requires the agreement of shareholders holding more than 75% of the voting rights).
The decision to put a special resolution to the shareholders must be passed by a simple majority by a company’s board of directors.
Within 15 days of a special resolution to change a company’s name being passed by the shareholders of the company, a copy of the resolution needs to be filed at Companies House together with a Form NM01.
It costs £10 to change a company’s name if you send the paperwork to Companies House by post, or £8 if you send it electronically.
Appointing and/or removing a company director
A company may appoint or remove as many directors as it chooses as long as it is not restricted in doing so by its articles of association, and as long as there is a minimum of one director (who, if caught by the Small Business, Enterprise and Employment Act 2015, must be a natural person).
A new director must consent to be appointed as a director of a company, such consent being provided within the relevant form that needs to be filed at Companies House, Form AP01.
Unless a company’s articles of association say otherwise, an ordinary resolution (that is a decision made by shareholders holding more than 50% of the voting rights) can be used to appoint someone as a director of a company.
Certain information has to be provided to Companies House when filling out Form AP01, such as: date of birth; service address; and any former names.
There is no fee to file an AP01, nor is there a fee to file Form TM01, which must be filed at Companies House when a director is removed from their office.
Form TM01 requires similar basic information as Form AP01 and in order to validly make the decision to remove a director, the shareholders must follow the same ordinary resolution procedure required to appoint a director, unless the company’s articles of association say otherwise.
berg’s Company Secretarial Services
There are many more forms that need to be filed at Companies House when administrative changes and some other constitutional changes are made to a company.
To keep on top of your filing dates and to avoid being struck off the register of companies, berg offers a Company Secretarial Service to take care of all your filing requirements. More information can be found on berg’s services here
Should you have any queries regarding company filing requirements or berg’s Company Secretarial Services, please contact Tim Gower, part of the Corporate and Commercial Department at firstname.lastname@example.org or by telephoning 0161 833 9211.
The information and opinions contained in this article are not intended to be comprehensive, nor to provide legal advice. No responsibility for its accuracy or correctness is assumed by berg or any of its partners or employees. Professional legal advice should be obtained before taking, or refraining from taking, any action as a result of this article.