Reporting changes to Companies House

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.

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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

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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).

Share transfers from one person to another

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.