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Reporting changes to Companies House is one of the many duties you’ll be responsible for as a director or company secretary. In certain situations, you may also have to notify HMRC about changes to your business. Failure to fulfil these statutory requirements can have serious consequences for both you and your company, so it’s important to take some time to get to grips with your responsibilities in this respect.
Why do companies have to report changes?
In exchange for limited liability, limited companies (and LLPs) must disclose certain details to Companies House (the UK Registrar of Companies). Most of this corporate data is then made available to the public on the Companies Register.
The purpose of these strict disclosure rules is to enhance the reliability and accuracy of the information held on the register. As a result, the UK’s high standards of corporate behaviour are renowned the world over.
Creating a culture of openness and transparency ultimately improves corporate governance and accountability. Consequently, this encourages confidence in the integrity of the Companies Register, builds trust in the UK business environment, and promotes economic growth and employment.
What changes do I need to report?
Some of the most common changes that you must report to Companies House include:
-
- Change of company name
- Change of registered office address
- Using a Single Alternative Inspection Location (SAIL) address
- Moving statutory company records
- Appointing and removing directors
- Appointing and removing company secretaries
- Changing details of directors and secretaries
- Changes to the Register of People with Significant Control (PSCs)
- Change of company structure
- Allotting new shares
- Transferring shares
- Change of accounting reference date (ARD)
- Appointing an accountant
- Altering the articles of association
- Charges associated with the company
Most changes do not attract a filing fee, but Companies House does charge a fee of £20 (online filing) or £30 (paper filing) if you request to change a company name.
Change of company name
If you want to change your company’s registered name, the first thing you must do is check the articles of association to determine whether this change can be authorised by a special resolution of the members (shareholders/guarantors) or whether the directors can approve the new name.
You must then file the following at Companies House:
- Form NM01 (if the change is authorised by members), a copy of the members’ resolution, and the required fee
- Form NM04 (if the change is authorised by the directors), along with the required fee
The new name will not take effect until it is registered and approved by Companies House. You will be issued with a Certificate of Incorporation on Change of Name as confirmation. You must also remember to notify your bank and other third parties if you change your company name.
Change of registered office address
You can change your company’s registered office address at Companies House at any time, as long as it remains in the same UK jurisdiction (England/Wales, Scotland, or Northern Ireland). You must notify Companies House immediately using form AD01 to ensure that all statutory mail is delivered to the new address. HMRC will be notified by Companies House, so you don’t have to contact them yourself unless you are also changing the contact details for a Group Payment Arrangement.
Altering the articles of association
If you wish to alter your company’s articles of association, a special resolution must be passed by the company’s shareholders or guarantors. A copy of the whole document as altered should be sent to Companies House for approval within 15 days of the date of the resolution. A copy of the members’ resolution to change the articles should be filed at the same time.
Issuing (allotting) new shares
You must tell Companies House within one month if you issue more shares in your company. There is no need to update information about shareholders at this time – you can do this when you file your next Confirmation Statement (previously called an ‘annual return’) – but it is considered best practice to update these details as soon as possible to maintain the accuracy of information held on the public Companies Register.
Company changes that must be reported within 14 days
The following changes must be reported to Companies House within 14 days:
- statutory company records are moved to a different inspection location – i.e., from the registered office to a SAIL address, or vice versa.
- a director resigns or is removed from the company
- a director’s details change:
- name
- service address
- residential address
- occupation
- nationality
- country of residence
- a company secretary is appointed or removed
- the company secretary’s details change
All of these changes can be easily carried out via Companies House WebFiling or Rapid Formations’ free Online Admin Portal. Other changes, such as those relating to the company’s PSCs, for example, may have different timescales and require paper filing (as opposed to online/electronic filing).
Please note: if the wrong date of birth has been registered for a director, you cannot simply amend it using Companies House form CH01. You may need to replace the original appointment or correct the original incorporation documents.
Reporting changes to Companies House via WebFiling
You can inform Companies House of changes to your company details via the registrar’s WebFiling service. This is a free electronic filing service available to all UK-registered limited companies and limited liability partnerships (LLPs).
To register for Companies House WebFiling, you will have to provide an email address and password. Companies House will then send an Authentication Code to your registered office address. This code will serve as your digital signature, so you will have to provide it to complete your WebFiling registration and file information electronically.
When your WebFiling registration is complete, you will be able to update company details, file annual Confirmation Statements, send dormant or audit-exempt annual accounts, and much more.
Reporting changes to Companies House via Rapid Formations Admin Portal
At Rapid Formations, we provide a secure Online Admin Portal that enables existing clients and non-clients to report changes to Companies House. Existing clients can sign in to their account by clicking ‘Client Login’ on the top right-hand corner of our website. Non-clients can create a free account and import their company details to access this service. This facility will allow you to:
- Change your registered office or SAIL address
- Appoint and remove directors and secretaries
- Update directors’ and secretaries details
- Update PSC information
- Upload and file confirmation statements and members’ resolutions
- View company formation documents and filing deadlines
All information is delivered electronically to Companies House and updated on public record within approximately 24 hours.
Do I have to report company changes to HMRC?
In addition to reporting changes to Companies House, you must also tell HMRC about certain changes to your company.
You must notify HMRC if you change your company name or trading address. If you file Company Tax Returns using Corporation Tax Online, you can easily update your company details there. You can also make changes to your Corporation Tax accounting period using this online service.
If you wish to use an accountant or advisor to manage your tax affairs, they must be formally authorised by HMRC to act on your behalf. You must also tell HMRC if you start using a different accountant or advisor.
If you close or sell your company, you will have to separately notify all relevant HMRC departments with whom your company is registered – e.g., Corporation Tax, VAT, PAYE, etc.
Hi,
What is the current financial penalty for failure to report director appointments and resignations?
TY
Dear Vince,
Thank you for your message. Please accept our apologies for the delayed reply.
Failure to file the appropriate appointment or termination filings at Companies House within the prescribed period is deemed an offence committed by the company and every officer of that company. The maximum penalty currently permissible for such a contravention is an unlimited fine.
Kind regards,
The Rapid Formations Team
Hi
I would like to register a company and it’s my first time and I’m trying to find out what is the best to do
At moment I’m self employed builder/sole trader
What will be the best for me ..an LTD or what? and how will change for paying the taxes .will be higher tax to pay yearly or could be less so I’m confused about it .thank you
Thank you for your kind enquiry.
The main advantages of becoming a limited company are the following:
– Limited liability – so your personal finances are protected should the company fail
– Prestige – a limited company makes your company look larger and therefore increases the chances of obtaining customers or suppliers
The main disadvantages of becoming a limited company are:
– You will need to place certain information on Companies House public record, such as a registered office address
– You will need to file an annual confirmation statement and annual accounts – with an accountant costing up to £1,000 per annum.
With regards to tax:
Sole traders pay Income Tax on all profits above their £12,500 Personal Allowance. Limited companies pay Corporation Tax on profits. Depending on the amount of profit you make, a company may be more tax efficient because Corporation Tax is currently set at 19%, whereas Income Tax rates vary:
20% (£12,500 – £50,000 annual income)
40% (£50,001 – £150,000)
45% (income exceeding £150,000)
By running your business as a company, you can minimise your Income Tax and NIC by taking a director’s salary up to your tax-free Personal Allowance of £12,500 or the NIC threshold of £9,516 (2020/21 tax year). The rest of your income can be taken as dividends.
A salary is a tax-deductible expense, so you will not have to pay Corporation Tax on it. Dividends are paid from company profits after Corporation Tax has been deducted, so no Income Tax or NIC will be deducted from this part of your income. However, you will start paying Dividend Tax on dividend income above £2,000 per year.
If you keep your total annual income below £50,000 (£12,500 tax-free Personal Allowance + £37,500 basic rate threshold), you will pay considerably less personal tax through a limited company than as a sole trader.
If you require any more information about forming a limited company, please do not hesitate to give us a call on 020 7891 9990, or send an email to info@rapidformations.co.uk – and we will be happy to assist.
I trust this information has been of use to you.
Regards,
Rachel
Hi
Who is responsible for late filling of change of companies director and pcs ? Please
Is that the ex director and ex shareholder or new one and also what are the implication
Thanks in advance
Thank you for your kind enquiry.
In general terms, the directors at the time of the late submission will be responsible for its filing, even if they have now resigned as a director. Shareholders are generally not responsible for the filings unless they are also a director. The implications of late filings can be a financial penalty to both the ex-director (or the director responsible) and the company. Criminal prosecution is also possible if malfeasance is deemed to have taken place.
I trust this information is of use to you.
Regards,
Rachel
A change was made to share capital but we have forgotten to notify companies house within the month following the change. Can we still notify Companies House now and will there be a penalty or will the change be null and void?
Dear Jeff,
Thank you for your message.
You can still notify Companies House of the share capital change and there will be no penalty. Please be aware that if you have filed other documents with Companies House in the period since you completed the share capital change such as a Confirmation Statement and it shows the incorrect share capital, you will need to make a 2nd filing to these documents.
Best regards,
Rapid Formations Team
After leaving my company and giving my shares to the other director and resigning nothing has changed on companies house but the other director has changed the address of the ltd company to my new address without my knowledge and started a new company at the old address
can he do this?
Dear Sandra
A company is under obligation to update Companies House as soon as practical that details have changed. It should be noted in the Minutes of the Board when you relinquished your shares that the remaining director was responsible for updating Companies House to reflect the changes.
Best Regards,
Hello
We Run a Residents association that became a bit haphazard. We’ve now put it on the right footing but need to notify changes – including changing the Company Address. Unfortunately we cannot get the codes from the sole director who lives at the registered company address (which we want to change too).
What should we do to be compliant?
Dear John,
There is the option to file changes to a company’s details by post so if you need to change the Registered Office you can do so with a form AD01. Once the AD01 is changed you could then request a new Authentication Code which will be sent to the new Registered Office so you can make any future filing online.
Best regards,
Rapid Formations Team
Hello i have my company in london , and now for personal reasons i need to live in poland for a couple of years, can i change the address of my company to another country? Or , what should I do?
Thanks for your help
Dear Francesco
Thank you for your message.
You can operate a UK company from abroad, but the only requirement you would have with the UK company is to keep its Registered Office in England or Wales, or Scotland, depending upon where it was set up.
Best regards,
Rapid Formations Team
When you try to change director’s details outside of the 14 days period a warning comes up.
“Warning: There may be a reputational risk to your company for submitting information outside of the statutory 14 day filing period.”
What is this ? Will be a penalty fine ?
Dear Jame,
Thank you for your message. The warning message is really a reminder to the person making the changes that changes should be made on the company’s record as soon as they are known about. Companies House will never raise any fine or penalty as a result of being out with the 14 day period and will not create any record against the company that there has been a late filing.
Best regards,
Rapid Formations Team.
Could you tell me if a company secretary is removed without her permission is this legal? I recently found I was made company secretary by my husband then he resigned me, again without my knowledge in 2010 but it appears he did not file this electronically until 2015. We are going through a divorce and I am wondering as director if he can do this and is it legal? I would appreciate a response ASAP.
Hi Julia,
Sorry to hear about this issue.
Directors normally have to power to appoint and/or remove a company secretary, but the individual who is being appointed must consent to being registered in such a position – was this done? However, if he is the only director, he will have the power to remove you as a secretary at any time. Ideally, he should have informed you out of courtesy, but I don’t believe there is any legal obligation to notify a secretary of their removal.
If you are concerned about this and are unable or reluctant to make enquiries with your husband, I would suggest contacting Companies House for advice, through I’m really not sure what can be done.
Very best wishes to you.
Rachel