What information must a company send to Companies House?
A great deal of information must be registered by a company at Companies House. It is all available to public access and the requirement to supply such information is perceived as being the price of being granted the privilege of corporate personality and limited liability.
On initial registration
When a company is first registered it must send to Companies House a copy of
its memorandum and articles of association and form 10 which contains the address
of the company's registered office and details of its directors and company
secretary. The directors' details are: current names, any former names, date
of birth, usual residential address (currently under review), occupation, nationality,
other directorships. For the secretary only the names, date of birth and address
are required.
If the company does any of a long list of things, the right form must be sent to Companies House. Common examples are:
- appoint or remove directors or company secretary (288a and 288b, respectively)
- change registered office (287)
- increase authorised capital (123)
- allot shares (88(2) and 88(3))
- issue any debenture or charge document (M395)
- change its accounting reference date (225).
The form number is given in brackets. The form numbers relate to the section
of the Companies Act 1985 which requires the form to be lodged so, for example,
it is section 287 of that Act which requires any change of the address of the
registered to be notified and form 287 which is used for the purpose. Many forms
can now be registered electronically at Companies House.
When a company passes any elective or special resolution or certain ordinary resolutions (CA 1985, sec380) a copy of the resolution must be sent for registration. There are no forms for this.
If the company makes any alteration to its memorandum or articles a copy of the whole document as altered must be registered.
Annual Return
Each year (generally with reference to the anniversary of the company's date of registration) the company must make an annual return. This is done by completing and signing the form sent out by Companies House, together with the registration fee (currently £15). The annual return states much of the information currently on file at Companies House (registered office, directors, shareholders, industry classification). It serves two purposes: (1) it prompts the company to bring any information which has changed up to date; (2) it makes searching the file at Companies House easier. It is only necessary for most purposes to go back to the last annual return and note any changes registered since that date.
Annual accounts
All limited companies have to file annual accounts. The bigger companies have to file full accounts comprising a balance sheet, profit and loss account, directors' report and auditors report. Small and medium sized companies can send 'modified accounts', containing less detail. There are exemptions from audit for dormant companies and for those with a turnover of under £350,000.
Prospectus
A public company which issues shares to the public will have to issue a document called 'terms of issue' (usually known as a prospectus).
Statutory registers
Apart from the disclosure requirements at Companies House, all companies must maintain a set of statutory registers which are also public documents and may be inspected by any member of the public.
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