Company filing and reporting requirements

Company filing and reporting requirements

Limited companies must fulfil a number of statutory filing and reporting requirements for Companies House and HM Revenue and Customs (HMRC). As a company director, you are legally responsible for maintaining these statutory duties, which include:

  • Sending an annual confirmation statement (formerly called an annual return) to Companies House at least once a year.
  • Preparing financial accounts for Companies House.
  • Notifying Companies House about changes to company details.
  • Filing Company Tax Returns and annual accounts with HMRC.
  • Paying Corporation Tax.

If your company is dormant (not trading) you must notify the Corporation Tax department within HMRC. In this instance, your company will not have any corporation tax requirements until it becomes active, but you will have to prepare dormant accounts and a confirmation statement for Companies House each year.

Related: How to update shareholder information at Companies House 

Companies House requirements

1. Annual accounts

Companies House will provide you with an accounting reference date (ARD) when your company is registered. This represents the end of your financial year and is the date to which your annual accounts should be prepared. The ARD will fall on the last day of the month of incorporation. For example: your if your company is registered on March 1st, your ARD will be 31st March the following year.

Accounts must be filed at Companies House within 9 months of your ARD. Full statutory accounts should include:

  • A profit and loss account.
  • A balance sheet signed by a director.
  • A directors’ report.
  • An auditors’ report – unless a company qualifies for exemption.
  • Notes to the accounts.

Small companies that qualify for exemption may file abbreviated accounts, which comprise a balance sheet and notes about the accounts.

2. Confirmation statement

A confirmation statement should be prepared for Companies House at least once every 12 months. This is a report that confirms important company details at a certain date, including: the registered office address, directors’ details, SIC codes, information about shares and shareholders, and the details held on your PSC register.

With the exception of shareholders’ details, SIC codes and PSC information, you must tell Companies House about any changes to your company details as soon as possible. Changes to share capital, shareholders’ details, SIC codes and PSC information should be reported when you file a confirmation statement.

HMRC requirements

Companies House will inform HMRC that your company has been incorporated. You will then receive a letter from HMRC to explain your company’s filing and reporting requirements.

Within 3 months of carrying on any kind of business activity, you must register your company’s trading status as ‘active’ for corporation tax purposes. You can do this online. HMRC will then inform you of your accounting period for Corporation Tax. It will begin on the date your business starts trading, and it will usually end on your company’s accounting reference date (ARD).
Related: How do I get my company’s unique taxpayer reference?

You must pay corporation tax and file a Company Tax Return with HMRC each year. The deadline for paying corporation tax is 9 months and 1 day after your accounting period ends. The deadline for delivering your tax return is 12 months after your accounting period ends. Full annual accounts must be included with each tax return, even if your company qualifies as ‘small’.

How to prepare and file documents at Companies House

The safest and most secure way to deliver statutory information to Companies House is through WebFiling or Software Filing. These services enable the submission and acknowledgement of electronic data sent by companies and LLPs to Companies House. The Software Filing service operates by the electronic transmission of documents to Companies House via an HTTPS link using Extensible Markup Language (XML).

Rapid Formations provides access to electronic filing facilities through an Online Admin Portal. This service is available 24/7 to all clients. Non-clients can create a free account by providing their company number and authentication code, and importing their company onto our system. You can then upload and file documents electronically, deliver annual confirmation statements, access and update company details online, and report changes to Companies House quickly and securely.

Filing documents electronically

Documents filed through our Online Admin Portal are formatted in accordance with Companies House’ rules. You will sign these documents by providing your authentication code – this is the electronic equivalent of a unique pen-to-paper signature. Any paper document uploaded and sent via software filing should be on A4 plain white paper. Your company registration number (CRN) and full company name should be placed in a prominent position on the document.

Filing documents by post

Paper documents should be on A4 plain white paper with a matt finish. The text should be black, clear, legible, and of uniform density. Letters and numbers should be clear and legible to enable Companies House to make an acceptable copy of the document.

Each year, approximately 6,000 sets of annual accounts delivered to Companies House are rejected due to inadequate legibility. Stick to the following guidelines to avoid rejection:

  • Use black ink or black type.
  • Use bold lettering (some elegant thin typefaces and pens give poor quality copies)
  • Do not send a carbon copy.
  • Do not use a dot matrix printer.
  • Keep in mind – photocopies can result in a grey shade that will not scan well.
  • Use A4 size paper with a good margin.
  • Supply them in portrait format (that is with the shorter edge across the top).
  • Include the company registration number and full company name.

If you are delivering documents by post, courier, Document Exchange Service (DX) or Legal Post (in Scotland) and would like a receipt, Companies House will provide an acknowledgement if you enclose a copy of your covering letter with a stamped addressed envelope. Your copy letter will be barcoded with the date of receipt and returned to you in the envelope provided.

Statutory documents will not be accepted by Companies House if they are submitted by fax, email, or in PDF format (except electronically filed certified copies of charge instruments).

What happens to the documents delivered to Companies House?

When you file documents electronically, Companies House will create an electronic image from the data you provide. Paper documents and forms are scanned to produce an electronic image. Original paper documents are stored, and electronic images are used as the working document and reproduced online for the public register.

Can I file documents at Companies House in other languages?

Generally, the law requires that you deliver documents to Companies House in English; however, Welsh companies (those complying with section 88 of the Companies Act 2006) may draw up and deliver certain documents in Welsh without an accompanying certified translation in English. In all other cases, you can deliver the following documents in languages other than English and Welsh if the document is accompanied by a certified translation into English:

  • Resolutions and agreements affecting a company’s constitution delivered under Chapter 3 of Part 3 of the Companies Act 2006.
  • Accounts of larger EEA groups, the group accounts and parent undertaking’s annual report.
  • Accounts of larger non-EEA groups, the group accounts and, where appropriate, the consolidated annual report.
  • A charge instrument, or copy charge instrument.
  • Valuation report required to be delivered to the registrar under section 94(2)(d) of the Companies Act.
  • Articles of association.
  • Memorandum of association.
  • Court orders.

Companies may also file voluntary certified translations of any document subject to the First Company Law Directive disclosure requirements. These are:

  • The memorandum and articles of association.
  • Appointment of a director.
  • Changes in directors’ particulars.
  • Termination of a director.
  • Annual accounts.
  • Annual confirmation statement.
  • Change of registered office address.
  • Winding up documents.
  • Share capital documents (public companies only).
  • Documents relating to mergers and divisions (public companies only).
  • Documents relating to overseas companies.

Voluntary translations can only be filed in an official language of the European Union and must be accompanied by Form VT01, which will link the translation to the original document.

Set up eReminders for your filing requirements

One of the best ways to keep on top of your statutory fling requirements is to sign up for Companies House’ convenient eReminder service. It is completely free and will provide you with timely electronic reminders when your annual accounts and confirmation statement filing deadlines are approaching. Your company can select up to 4 email addresses to receive notifications through this service.

How to register for eReminders

  • Log into, or register for, WebFiling on the Companies House website.
  • Select ‘Join eReminders’ when the option is presented to you on the screen.
  • Add up to four email addresses to receive your filing reminders.
  • Validate your chosen email address through the email sent by Companies House.
  • Agree to the eReminder Service Terms of Operation.

A second email will be delivered to you confirming your registration for the eReminder Service. To double check that you’re all set up, visit the company overview screen to make sure the eReminder option has a tick next to it.

Companies House eReminder service is a convenient alternative to postal reminders, which you are more likely to misplace. It is such an easy service to sign up for, and you can select up to four email addresses for receiving these reminders, so we highly recommend using it. If you would like to find out more or sign up today, please click here.

6 Comments

  1. If someone use persons nane to create or form and register a company with him or her consent. is it classified as fraud or criminal offence. And if a the company goes bankrupt, could it affect one’s credit score

    • Dear Robert,
      Using a person’s name without their permission to set up a company is fraud however the type of offence may depend upon the facts of the case. I am unsure regarding the credit score issue but over time the affected individual should be able to clear his/her name with the credit score agencies if the fraudulent use of name is proven.
      Best regards,
      Rapid Formations Team

  2. We are an Indian company and want to open a company in UK for marketing purpose. we don’t intend to do any business in first few years but just want to show our international presence on brochures and websites. can we open such a company in UK?

    If yes what are legal expenses apart from your fees annually?

    Thanks.

    • Hello,

      Yes, you can open a new company in the UK for that purpose – there is no need to trade if you do not need to. Once your company has been incorporated, you simply have to contact Her Majesty’s Revenue and Customs (HMRC) to register your new company as dormant (inactive).

      Aside from the incorporation fee, you would have to pay an annual fee for a UK registered office address. We can provide such an address in London for £39.00 + VAT per year. You will also have to pay a £13.00 fee to Companies House each year when you file a Confirmation Statement. Your company should not have any other fees or costs whilst it is dormant.

      I hope this helps. Please let me know if I can be of any more help.

      Best wishes,

      Rachel Craig

      • Hi Rachel,

        How long can we hold the ‘dormant’ status? Is there any limitation?

        If we want to form a company just to open an online gateway account (on companies like – Worldpay, they require an UK corporation while signing up), never do any sort of business in the UK, do we need to pay annual tax return?

        Can a ‘dormant’ status company open such account? Is there any legal issue with it?

        Our company is based in Bangladesh, and whole operation is here, we need the UK corporation account only for gateway purpose.

        Please let me know.

        Thanks

        • Hi Al Amin,

          A UK limited company can retain a dormant status indefinitely. Many people set up a dormant company for the purpose you intend to use one for and also for protecting a business name, so that’s not a problem.

          As long as your company does not spend any money or receive any form of income, there will be no need to pay any tax or file a tax return. You will, however, be required to prepare dormant company accounts for Companies House each year. This is simply to demonstrate and confirm that your company is still dormant. Furthermore, you will be required to prepare an annual Confirmation Statement (this replaces the Annual Return process from the end of this month) for Companies House to verify your registered company details.

          You will certainly be able to open an online gateway account through your company. However, if you make any payments or receive any money through the company (i.e. fees to Worldpay), you will lose the dormant status. To avoid this situation, you can simply pay service fees and other required transactions through a bank account that is not registered in the company name. The only permitted transactions for a dormant company are:

          – Money paid for shares when the company is set up
          – Fees paid to Companies House for filing annual confirmation statements or changing the company name
          – Penalties for filing late annual accounts at Companies House

          Please refer to this official guidance: https://www.gov.uk/dormant-company/dormant-for-corporation-tax

          I hope this answers all of your questions. Please do let me know if you need any more help or advice.

          Best wishes,

          Rachel Craig

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