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CATEGORY - REGULATORY RETURNS

COMPANIES HOUSE FORMS

Companies House is the government agency responsible for supervising and monitoring the 2.6 million limited companies registered in the UK. The agency ensures that companies are properly registered, records the filing of accounts and annual returns, and makes information available to the public. In addition to this it is responsible for storing other information that must legally be disclosed, such as details of directors and secretaries, registered office, share allotments, certain types of resolution, charges, liquidations, receiverships, dissolutions, etc.

A standard set of forms is used to communicate information to Companies House. These forms have all changed since Companies Act 2006 came into force. Instead of being known by the section of the Act they relate to as before, they now have alpha-numeric codes describing the purpose of the form, which is much more user-friendly, provided you know what the codes mean! The most commonly used ones are as follows:

Form AD01 – Change of Registered Office Address
This replaces Form 287. As before, you must send this form to Companies House as soon as possible if you change your registered office, which often happens with an office move. It is important as a person may validly serve any document on a company at its registered office and may continue to do so for 14 days after the change has been registered. The address of your registered office must be in the United Kingdom. Moreover, it must be in the same part of the United Kingdom as where the company is registered. Scotland and Northern Ireland each have their own Registrar of Companies whilst England and Wales share Companies House in Cardiff. A company based in Wales can choose to be known as a Welsh company rather than one registered in England and Wales, but if it moves its registered office outside Wales it must complete Form AD05 to change its situation. Alas, companies based in England do not have this choice, and their letterhead must state that they are a company registered in England and Wales, not just England (as you often see).

Form AP01 – Appointment of Director
This replaces Form 288a which also served for the appointments of Secretaries and Corporate Directors. Now you have to use Form AP02 for corporate directors (ie companies) and Form AP03 for Secretaries (assuming you actually need one as only public companies are now required to have a Secretary). Form AP01 requires much the same information as the old Form 288a (ie name, residential address, nationality, date of birth, occupation, date of appointment and any former names). However, the residential address is no longer on the public record for confidentiality (and safety) reasons. Instead, the director must now give a service address which will normally be their place of work, although there is nothing to stop it being the same as the residential address. A director can also apply for exemption under section 243 of the Companies Act 2006 to prevent the residential address from being disclosed to credit rating agencies. Interestingly, it is no longer necessary for directors to list all their other directorships, as you had to do on page 2 of the old Form 288a. Obviously the Companies House records are good enough to call up all companies for whom an individual acts as director. The only other change from the old Form 288a is that there is no box in which to list Honours etc. It would seem this information is now acknowledged to be superfluous. As before, the director must sign the form to officially consent to act as director and the form must also be authorised. For companies that have only just been formed, this authorisation should be given by the person who consented to act as director on formation. As most companies are set up by specialist formation agents, this would normally be a corporate director owned by the formation agent, who will resign at the same time.

Form TM01 – Termination of Appointment of Director
This replaces Form 288b which also served for the resignation of Secretaries. Now you have to use Form TM02 for Secretaries, although you can use Form TM01 for Corporate Directors (ie companies). It looks much the same as it did before. You simply need to disclose the name and date of birth of the director resigning and the date on which the appointment was terminated. This date must be when the appointment was officially terminated and must not be back-dated to when the resigning director or the remaining directors think it should have been terminated. This point is important as directors bear various legal responsibilities and cannot avoid them by resigning retrospectively. However, if the form is sent in late, you can of course show an earlier termination date. It does not have to be the date on which the form is submitted. As before, the form must be signed by an authorised person and this should be someone who continues to act for the company. It follows from this that a director should not sign for the termination his own appointment. Also, a sole director cannot resign without appointing a new director to take his or her place; otherwise the company would have no directors at all. In such circumstances, the Registrar would write to the company requesting that a new director be appointed, and if none was forthcoming then eventually the company would be removed from the Register.

Form CH01 – Change of Director’s Details
This replaces Form 288c which also served for Secretaries and Corporate Directors. Now you have to use Forms CH02, CH03 and CH04 for changes to the details of Secretaries, Corporate Directors and Corporate Secretaries. Usually this form will be used for changes of address, either the director’s residential address or their service address. As before, it is necessary to state the director’s name and date of birth, as held on the Register, the new details and the date on which the details changed. The form has a section for change of name details, as shown on the old Form 288c, but also now has a section for changes to country/state of residence, nationality and business occupation. On the old form you had to specify these changes on one line. Any authorised person who continues to act for the company may sign the form.

Form AA01 – Change of Accounting Reference Date
This replaces Form 225 and looks much the same as the old form. It is used for changing your financial year end which can be useful for many reasons, usually to align your accounting period with your normal trading cycle, the calendar year or the tax year. The law has not changed on year ends. You can shorten it as often as you like provided that each accounting period is at least 6 months long. However, you must not extend it more than once every 5 years without getting special permission, and you cannot have an accounting period longer than 18 months. There is nothing to stop you back-dating a change in your accounting reference date, but you cannot change it if accounts for the existing reference date are already overdue. When you change your year end you get at least 3 months from the date the change was made to file the accounts. This can be very handy if you are going to be late filing your accounts, as you can effectively increase the time allowed to file them from 9 months to 12 months if you delay making the change until the filing deadline has nearly passed. However, you should not leave it too late, as you will not be allowed to change your year end if the filing deadline has already expired.

Form NM01 – Notice of Change of Name by Resolution
Somewhat surprisingly there never used to be a form for changing a company name. All you had to do was send Companies House a written resolution and a cheque for £10. You still need to send them a resolution but now it must be attached to Form NM01 confirming both the existing name and the proposed new name. There is no section to enter the effective date of the change as it does not take effect until the Registrar approves it. You will then be sent a Certificate of Incorporation on Change of Name. Note that you have to use a different form if the change of name is authorised other than by a resolution of the members. The fee remains at £10.

Form SH01 – Return of Allotment of Shares
This replaces Form 88(2) and is used to report any further shares issued by a company since incorporation. As before, the form requires you to disclose the period over which the shares were allotted. In principle this could be any period up to a year, otherwise they would have already been reported on the company’s Annual Return, but will usually be a few days or weeks. You must also disclose the class of shares issued, the currency, the number of shares allotted, the nominal value of each share, the total amount paid for the shares and any amounts unpaid. If any shares are fully or partly paid other than in cash, you must give details of the non-cash consideration (eg services performed). However, unlike the old Form 88(2), there is no requirement to state the percentage (if any) of each share that is to be paid in cash. A major advantage over the old Form 88(2) is that it is no longer necessary to list the names and addresses of each person to whom shares have been allotted. However, you do have to disclose a lot more information about the shares than was previously required. You must now complete a Statement of Capital analysing how the share capital of the company is split between different classes of shares, including other currencies if they are not in sterling. You must also list particulars of all the rights attaching to the shares such as voting rights, dividends, participation in other distributions such as on winding-up and any redemption terms and conditions.

Form DS01 – Striking Off Application by a Company
This replaces Form 652a and looks much the same as the old form except that the Declaration now refers to sections 1004 and 1005 of the Companies Act 2006. As before, it must be signed by at least two directors (unless there is just one) and copies must be sent to all notifiable parties such as other directors, employees, shareholders and creditors within 7 days. The law has not changed on the voluntary striking off and dissolution of a company. For example, a company may not apply to be voluntarily struck off if at any time during the previous 3 months it has traded or changed its name. It also cannot be struck off if it is the subject (or proposed subject) of any insolvency proceedings or a Section 895 scheme (eg an arrangement with its members or creditors). There is a fee for filing this form but it remains at £10.

To avoid the possibility of fraud, companies are now encouraged to use the PROOF system and file all returns electronically. By signing up to PROOF, paper returns are no longer accepted and all electronic filings are password controlled.

For a full list of all the various forms required by Companies House, please click on this link.


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Tel: 020 8406 9425 Mobile: 07813 582890 E-mail: info@acumen-accounting.co.uk

For information of users: Although every care has been taken in compiling this material, it only provides an overview and does not take the place of an individual consultation. We strongly advise all users to consult the detailed legislation or seek professional advice. Therefore no responsibility for loss occasioned by any person acting or refraining from action as a result of this material can be accepted by the authors or this firm.

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