quick answers to our most frequently asked questions
Allotment - Allotment is the process by which people become members of a company. Subscribers agree to take shares on incorporation and the shares are regarded as 'allotted' to each member on incorporation. Later more people may be admitted as members of the company and be allotted shares. However, the directors must not allot shares without the authority of the existing shareholders. The authority is either stated in the company's articles of association or given to the directors by resolution passed at a general meeting of the company.
Annual Return - The Annual Return is the snapshot of certain company or Limited Liability Partnership (LLP) information at the made-up-date. It is separate from the company's or LLP’s annual accounts.
The Annual Return of a company must contain:
If the company has share capital, the annual return must also contain:
The Annual Return of an LLP must contain:
Appointments - An appointment is where an individual is either a Director or Secretary of a company, or LLP member of a Limited Liability Partnership (LLP).
Authentication Code - Authentication Code is a 6 alphanumeric code on WebFiling which enables the submission of data for an individual company. The Authentication Code is the electronic equivalent of a company officer’s signature. It enables the submission of data for an individual company and is linked directly to the company number. WebFiling requires two codes to submit data, a Security Code and Authentication Code. The Authentication Code is sent by post within 5 working days to the Company Secretary at company's registered office address.
Companies Act 2006 - The Companies Act 2006 is a piece of primary legislation that largely applies to companies directly. A number of provisions are currently being set out in secondary legislation, mainly through regulations or orders made by statutory instrument.
Companies House Direct - Companies House Direct is a subscription service for accessing and downloading company information.
Company Records - These are records and registers (e.g. register of members, register of directors etc.) held by the company and available for inspection at either the company’s registered office or SAIL address. There are 12 different types of company records and some are all may be kept depending on the company’s type and circumstances.
Confidentiality Order - Confidentiality Orders ceased on 01/10/09, but were previously granted under Section 723b of the Companies Act 1985. Once granted it allowed an individual to provide a service address, rather than a residential address, for display on the public record. From 01/10/09, the legislation changed for address details displayed on the public record and a Confidentiality Order was no longer required to display a service address on the public record. Any individuals who had a Confidentiality Order in place on 01/10/09 will be considered to have a Disclosure Exemption in place under section 243 of the Companies Act 2006.
Contact Centre - the Companies House Contact Centre deals with general limited company queries and take orders for company documents. Tel. +44(0) 303 1234 500, Minicom 029 20381245
Country/State of Residence - The Country or State of residence of the natural person director or LLP member. The Country or State provided should be consistent with the residential address details of the director.
Currency - A company can have its share capital in any currency it wishes, however a PLC must have an authorised minimum of at least £50,000 (Sterling) or €65,600 (Euros). Any company limited by shares can (subject to prohibition or restriction in its articles) re-denominate its share capital, or any class of its share capital, into other currencies by passing a resolution.
Designated Member - see Limited Liability Partnership (LLP) member.
Director - A director is a person, natural or corporate entity, appointed by the company members to run the company on their behalf. A director can act as both director and secretary. All companies must have at least one natural person director that is at least 16 years of age.
Disclosure Exemption - This is an exemption from disclosing the director's usual residential address to credit reference agencies. It only applies to director's who have been granted a disclosure exemption under section 243 of the Companies Act 2006. The disclosure exemption will also apply to those who have a Confidentiality Order (section 723b of the Companies Act 1985) in place on 01/10/09.
European Economic Area (EEA) - It is an economic area encompassing European Union (EU) members and many of its regulations, including company law. The countries currently comprising the European Economic Area (EEA) are: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom.
EEA Company (European Economic Area) - An EEA company is one to which the First Company Law Directive (68/151/EEC) applies. For EEA companies, you are required to give details of the register where the company file is kept (including the relevant state), plus the register (central register, commercial register, company register) as mentioned in Article 3 of the Directive. An EEA company is not determined by whether it is geographically situated within one of the countries comprising the EEA.
Events & Seminars - each year Companies House organises or attends a variety of events and seminars to support and advise business.
Guidance Booklets - Companies House produce a number of guidance booklets which provide answers to many frequently asked questions and information on completing the most commonly used filings within each areas e.g. starting up a company.
Incorporate – To incorporate a company is to set up and register a limited liability company at Companies House.
Information Centres – Companies House has Information Centres in Cardiff, London, Edinburgh and Belfast that are open to the public to search and file company information.
Issued Capital - The Issued capital is the value of the shares issued to the shareholders. This is the nominal value of the shares rather than their actual worth.
Late Filing Penalties - Late Filing Penalties (LFP’s) were introduced in 1992 to encourage directors of limited companies to file their accounts on time because they must provide this statutory information for the public record.
Legacy Currency - The legacy currencies are those in circulation before the Euro in Austria, Finland, Italy, Belgium, France, Luxembourg, Germany, Greece, The Netherlands, Spain, Ireland and Portugal.
Limited Liability Partnership (LLP) member - An LLP member is a person, natural or corporate entity, appointed to run the affairs of the Limited Liability Partnership (LLP). An LLP member will be appointed as either a Designated Member or a non-Designated Member. A Designated Member has the same rights and duties as other (non-designated) members, but has extra responsibilities, such as authorising the submission of documents to Companies House. A member can change their designation status. An LLP can opt to have only designated members appointed or only certain designated members and the rest (non-designated) members. All LLPs must have at least two, formally appointed, designated members at all times.
Limited Liability Partnerships - A Limited Liability Partnership is an alternative corporate business that gives the benefits of limited liability but allows its members the flexibility of organising their internal structure as a traditional partnership. The LLP is a separate legal entity and is liable for its assets but the members liability is limited.
Made-Up Date - The made-up date is the date at which all the information in the Annual Return must be correct. The made-up date is usually the anniversary of the incorporation of the company, or the made-up date of the previous Annual Return registered at Companies House.
Monitor – Use Monitor within WebCheck or Companies House Direct to receive email notification of when a company on the public register submits a document.
Nominal Value - The nominal value is the face value of the shares. It is also the minimum amount that must be paid for shares. The nominal value is used to calculate the aggregate nominal value of shares by multiplying the nominal value by the number of shares.
non-Designated Member - see Limited Liability Partnership (LLP) member.
non-EEA Company (European Economic Area) - A non-EEA company is one to which the First Company Law Directive (68/151/EEC) does not apply. A non-EEA company is either a body corporate or firm that is a legal person under its governing law, such as a UK Limited Liability Partnership, Scottish Limited Partnership, United States LLC etc. An EEA company is not determined by whether it is not geographically situated within one of the countries comprising the EEA.
Prescribed Particulars - Prescribed particulars are required as part of the statement of capital.
Principal Business Activities - The Principal Business activities of a company are shown by the SIC Code. The company can have up to a maximum of four codes / activities displayed on the Annual Return.
PROOF - PROOF (PROtected Online Filing) is a Companies House scheme to help companies protect themselves from fraudulent filings by only accepting electronic versions of certain forms. Paper versions of these forms will be rejected.
Redeemable Shares - Redeemable Shares are issued with an agreement that the company will buy them back at the option of the company or the shareholder after a certain period, or on a fixed date. A company can not issue redeemable shares only.
Register of Debenture Holders - The Register of Debenture Holders is the legal record of all debenture holders in the company. The Register is normally kept at the registered office but may be kept at an alternative address.
Register of Directors - This is a register maintained by the company containing details on each director (person and corporate) such as name, service address and general details. The ‘Register of Directors’ must be available for public inspection.
Register of Directors' Residential Addresses · This is a register which only contains the usual residential address of each director (person only). The ‘Register of Directors' Residential Addresses’ should not be revealed or made available to the public. The company should only use the information within this register to communicate with the director and to update records held at Companies House.
Register of LLP Members - This is a register maintained by the LLP containing details on each member (person and corporate) such as name, service address and general details. The ‘Register of LLP Members’ must be available for public inspection.
Register of LLP Members' Residential Addresses · This is a register which only contains the usual residential address of each LLP Member (person only). The ‘Register of LLP Members' Residential Addresses’ should not be revealed or made available to the public. The LLP should only use the information within this register to communicate with the members and to update records held at Companies House.
Register of Members - The Register of Members is the legal record of all share transactions in the company. The Register is normally kept at the registered office but may be kept at an alternative address.
Register of Secretaries - This is a register maintained by the company containing details on each secretary (person and corporate) such as name and service address. The ‘Register of Secretaries’ must be available for public inspection.
Registered Office Address - The registered office address is the 'home' of the company to which all official documents, notices and court papers have to be sent by law. The registered office address can be anywhere in England, Wales, Scotland or Northern Ireland depending on where the company is registered. When a company changes its registered office address the new address must be notified to Companies House on Form AD01.
Same as - An address which is regarded as the 'same as' another address and is entered in the company’s (or LLPs) own register with the statement "same as" - rather than entered as a full address (e.g. in the director's register, the service address entry has the statement "same as the registered office address"). If an address is "same as" an address which is changed, both addresses will be considered to have changed situation.
Secretary - A secretary is a person appointed to be the chief administrator of the company. A company secretary is optional for a private limited company but mandatory for a public limited company. The secretary can be a natural person appointment (of which there are no age restrictions) or a corporate entity. A secretary can act as both director and secretary.
Security Code - Security Code is an 8 alphanumeric code that enables the submission of company information on WebFiling. The Security Code is sent via email to the presenters specified email address. The Security Code is linked to the presenters email address. To use WebFiling a Security Code and an Authentication Code are required.
Service Address - The service address is a location where official documents and notices can be delivered (serviced) for the attention of the company officer. The service address information provided will appear on the public record. Since legislative changes affecting address details, an individual no longer requires a Confidentiality Order to provide a service address for the public record.
Share Capital - When a company is formed it must decide whether its members' liability will be limited by shares. The memorandum of association will state the amount of share capital the company will have, and the division of the share capital into shares of a fixed amount. The members must agree to take some, or all, of the shares when the company is registered. The memorandum of association must show the names of the people who have agreed to own shares and the number of shares each will own. These people are called subscribers.
SIC Code - The SIC (Standard Industrial Classification) is the principal business activity of the company. A company can have up to a maximum of four SIC codes displayed.
Signature - Each electronic document is filed using a company Authentication Code known only to Companies House and the company. The Authentication Code takes the place of the signature on the document.
Single Alternative Inspection Location (SAIL) - The SAIL (Single Alternative Inspection Location) is an alternative location to the registered office, where company records can be kept and made available for public inspection. A SAIL address is notified to Companies House on form AD02, while movement of company records to the SAIL address is notified on form AD03. A form AD04 is used to notify of company records moving from the SAIL address back to the registered office.
Submission Number - The Submission number is a unique number linked to your data. Make a note of this number. If you have not received an email confirming data receipt within 3 hours ring the Companies House Contact Centre on +44 (0)303 1234 500.
Traded on a regulated market / traded company - This is public company that has any of its shares admitted to trading on a regulated market (traded company). Traded public companies are required to provide names and addresses for those shareholders holding 5% or more of any share class.
Private and non-traded public companies are only required to provide names of shareholders - address details are not required.
Transfer of Shares - A transfer of shares occurs when a shareholder decides to sell some or all of their shares. The company will receive a stock transfer form and informs Companies House, after the transfer has taken place.
WebCheck WebCheck is a service on the Companies House website that offers searchable company information on a pay as you go basis.
Winding-Up - A company may be wound up voluntarily if it can not pay its creditors. It may also be wound up by an order of the court on the petition of a creditor.
XML Gateway - The Companies House XML Gateway offers electronic access to a core range of company information from the Companies House databases.
28 day rule - When submitting an Annual Return, the company can alter the made-up date to an earlier one. Where the date selected is more than 28 days prior to the submission date the company will be required to submit a further return to the made-up date.