Help Centre

A-Z Glossary of Terms

You should never let jargon get you down. To help you get up to speed, we've compiled a list of essential terms you're likely to come across.

A

Abbreviated Accounts

A shorter version of annual financial accounts, containing only a balance sheet and notes to the accounts. ‘Small’ companies may send abbreviated accounts to Companies House instead of full statutory accounts.

Accounting Period

The period of time covered in a Company Tax Return. Limited companies must pay corporation tax on all taxable income from that period. It will normally begin when trading starts and ends on the accounting reference date (ARD). An accounting period cannot be longer than 12 months but it can be shorter.

Accounting Reference Date (ARD)

The date that signifies the end of a company’s financial year and the date to which the annual accounts must be made up to. It is normally the anniversary of the last day of the month in which the company was formed. Annual accounts must be delivered to Companies House within 9 months of the accounting reference date.

Accounting Standards

The legal standards that limited company statutory accounts must meet – either International Financial Reporting Standards or UK Generally Accepted Accounting Practices (GAAP).

Active

The term applied to a company that is trading and ‘active’ for corporation tax purposes.

Admin Portal

An online facility provided for our clients. It allows individual users to access and manage their company details online, and electronically update and file information with Companies House.

Allotment of Shares

This is the process of issuing (creating) more shares in a private limited company after it has been incorporated. Form SH01 ‘Return of allotment of shares’ must be completed and filed with Companies House within one month of any new ones being issued.

Annual Accounts

A statutory report detailing the financial activity of a company during its most recent 12-month financial year. The annual accounts must be delivered to Companies House within 9 months of the accounting reference date (ARD) and submitted to HMRC as part of the Tax Return.

Annual Return

See Confirmation Statement

ARD

See Accounting Reference Date

Articles of association

Sometimes referred to as ‘articles of agreement’, this is a mandatory legal document that forms the constitution of a company. The articles outline the internal structure of a company, the rules it must adhere to, how it should be managed, and the rights and duties of directors and shareholders. 'Model Articles' are the most common.

Audit

An independent review of a company’s annual accounts, carried out by an accountant or auditor. The purpose is to ensure the financial statements are true and fair, prepared in accordance with the Companies Act, and meet the required accounting standards. ‘Small’ companies may apply for audit exemption.

Audit Exemption

An entitlement afforded to ‘small’ companies whereby no audit of the annual accounts is required by an independent person. To qualify for exemption, a company must meet 2 of the following requirements: an annual turnover of less than £6.5 million; assets worth less than £3.26 million; no more than 50 employees.

Auditor’s Report

An independent review given to the shareholders of a company that reports on the truth and fairness of the annual accounts submitted by the company directors.

Authentication code

A six-digit alphanumeric code provided by Companies House upon the formation of a new company. The code acts as an online signature and allows secure signing into WebFiling or Software Filing and submission of information to Companies House.

Authentication Details

Also known as ‘consent to act’ information. These terms refer to a combination of personal details that members use to create unique online signatures to confirm their consent to joining a company. Until 10th October 2015, company officers also had to provide authentication details. They now simply check a 'consent to act' box on the officer appointment form.

Authorised Share Capital

A provision contained in Section 2(5)(a) of the Companies Act 1985 that requires a limited company to restrict the total value of its issued shares to an authorised amount. Abolished by the Companies Act 2006, authorised share capital no longer applies to any company formed after October 1st 2009.

B

Balance sheet

A financial statement forming part of a company’s annual accounts. It should state all assets it owns and all liabilities it owes at a given point in time, as well as anything owing to the company. Shareholders, investors and creditors use balance sheets to review a company’s worth. Auditors will analyse the balance sheet as part of an audit of the annual accounts.

Board of directors

The collective term for the directors of a private limited company. If a company has only one director, this individual will be the sole person on the board. When certain activities or issues require attention, the directors will hold a board meeting to discuss these matters and pass resolutions.

Board meeting

A meeting attended by some or all members of a company’s board of directors and any other permitted individuals.

Brand

The identity of a product, image or promise that is unique to a particular company. A brand is created to promote a company or product, make it stand out from its competitors, foster positive associations with consumers through clear messages and consistent delivery, and ultimately cultivate user loyalty.

Branding

The process of developing and maintaining a brand.

Brand equity

The value of a brand as perceived by consumers.

Branding strategy

A long-term plan defining the way in which a brand will be successfully communicated and delivered to consumers.

Business activity

This refers to any form of trading carried out by a company, such as: buying and selling goods, promoting the business, renting premises, accruing interest, managing investments, employing staff, providing services, and receiving income from any other source. A company that is actively trading is liable for corporation tax.

Business address

Used for receiving non-statutory business-related communication. It does not appear on public record – it is usually provided to clients, suppliers, lenders, landlords and other members of the general public to use for correspondence.

C

Certificate of Good Standing

Issued by Companies House upon request, to certify that a company has been in continuous existence since its date of incorporation; that it has satisfied its necessary filing requirements and legal obligations; that there are no actions being taken against the company; and, it is not in the process of being struck off the company register. It’s basically a kind of reference stating the reliability and credibility of a particular company.

Certificate of Incorporation

A certificate issued to a limited company upon its incorporation. It serves as conclusive evidence of it’s legal existence under the Companies Act 2006.

Certificate of Incorporation on Change of Name

See Certificate of Name Change

Certificate of Name Change

Also known as a Certificate of Incorporation on Change of Name, this is an official document issued by Companies House to any limited company that changes its name after incorporation.

Chairman

A person appointed to preside over board meetings.

Company addresses

  • Registered Office – Mandatory. The official address of a limited company. It will be displayed on the public record. Companies House and HMRC will deliver statutory mail to this location.
  • Service Address – Mandatory. The official address of individual directors, secretaries, and persons of significant control (eg. shareholders who own more than 25% of the company's shares). It will be placed on the public record and used by Companies House and HMRC to deliver statutory mail to individual directors.
  • Usual Residential Address – Mandatory. The home address of directors, secretaries and persons of significant control, eg. shareholder. It remains private unless it is used as a registered office or service address.
  • SAIL Address or Single Alternative Inspection Address - Optional. An alternate location where company registers can be kept and made available for public inspection. It will be displayed on public record.
  • Business Address – Optional. A correspondence address for receiving non-statutory mail. This will not be displayed on public record.
  • Trading Address - Optional. The location where a company carries out its main trading activities. May or may not be the same as the registered office, service, business, or SAIL address. It will not be displayed on the public register.

Companies Act 2006

Primary legislation applying to limited companies. The Act was fully implemented on October 1st 2009 to modernise company law in the UK, but many aspects of the Companies Act 1985 are still in place.

Companies Act 1985

Legislation concerning incorporation and governance. This act only applies to companies formed prior to October 1st 2009, before the Companies Act 2006 was brought into full effect.

Company director

A person or firm appointed to manage a company at the discretion of its owners. All private limited companies must have at least one director who is a natural person aged 16 years or above. Directors are required to lawfully and conscientiously run a company for the benefit of its owners in accordance with the Companies Act 2006 and the articles of association.

Company documents

Official documents received after company registration, consisting of: the Memorandum and articles of association, a Certificate of Incorporation, and Share Certificates. These documents can be in hard-copy format or PDF files.

Company formation

The process of legally incorporating a limited company or Limited Liability Partnership (LLP) with Companies House, which can be carried out online through a company formation agent, online via Companies House Web Incorporation Service, or by post using Companies House's paper application. Registering a company allows it to exist as a distinct legal entity that is separate from its owners and responsible for its own debts.

Companies House

The Registrar of Companies in the United Kingdom, and an executive agency of the Department for Business, Innovation and Skills (BIS). To be legally incorporated and permitted to operate as a limited company or Limited Liability Partnership, a company must be registered with Companies House in one of the following jurisdictions: England and Wales; Scotland; Northern Ireland.

Companies House Register

Also known as the ‘register of companies’ or ‘public register’. This is the official list of all incorporated companies. It is available to the public and it contains information and details about all limited companies and LLPs.

Companies House Registration Number

See Company Registration Number

Company incorporation

See Company Formation

Company limited by guarantee

A distinct legal entity and a type of company structure normally formed by non-profit organisations and charities. It must be owned by at least one guarantor and managed by at least one director. The personal liability of the guarantors is limited to the amounts of their guarantees, which must be paid if the company is unable to pay its bills.

Company limited by shares

A distinct legal entity that is ideal for those who want to make and distribute profit, enhance their credibility and status, and restrict the personal liability of the owners. It must be owned by at least one shareholder and managed by at least one director. The personal liability of the shareholders is limited to the value of their shares.

Company name

A unique name chosen during the incorporation process. Companies House displays all company names on public record. No two names may be the same or ‘too similar’.

Company officers

A collective term for directors and secretaries. Company officers are appointed to lawfully run and manage a company by and on behalf of its owners.

Company register

The statutory records held by a limited company at its registered office or SAIL address. The register should contain all relevant details about a company, its officers and members, its share capital, and all other required statutory information. It must be made available for inspection.

Company registration

See Company Formation

Company Registration Number (CRN)

Also referred to as a ‘CRN’ or ‘Companies House Registration Number;, this is a unique number issued to all new companies upon incorporation. It will take the form of 8 digits, or 2 letters followed by 6 digits. A CRN is used to identify a company and it will be displayed on the Certificate of Incorporation, the public register of companies, and all statutory correspondence from Companies House.

Company shareholder

The persons owning all or part of a limited company through the purchase or acquisition of shares. The liability of shareholders is limited to the amount of shares they own. Shareholders may also be directors.

Company seal

A hand-held tool used to print or emboss a company’s name or logo on a document. It is a modern-day version of a red wax seal of authentication.

Company secretary

A person or firm appointed to assist a company director with his or her duties and responsibilities. Whilst a secretary is not a legal requirement, one can be useful for reducing the workload of the directors.

Company stationery

This term refers to all documents and material produced by a company such as: letterheads, compliments slips, invoices, receipts, order forms, emails, websites, online material, information leaflets and booklets, catalogues, and visual advertisements. Companies are legally required to display their name and other statutory information clearly and consistently on all forms of stationery.

Company Tax Return

An annual requirement of any company that is actively trading and liable for corporation tax. A Company Tax Return must be filed with HMRC every year within 12 months of the end of a company’s corporation tax accounting period.

Confirmation date

This refers to the date by which Companies House require all the information covered by the Confirmation Statement to be confirmed. For the previous annual return form, it was referred to as the ‘made-up’ date. The confirmation date falls exactly 12 months after the confirmation date of the previous year’s statement.

Confirmation Statement

The confirmation statement (Companies House form CS01) has replaced the annual return filing requirement. All limited companies and LLPs must send a confirmation statement to Companies House at least once every 12 months to verify its registered details and update certain changes (shareholder details, share capital, PSCs, SIC codes) that may have taken place since the date of company formation or the date of the previous statement.

Consent to Act

During the company formation process or when a new director/secretary/shareholder/LLP member is appointed, the company must confirm the individual’s consent to act in his or her appointed capacity. This is done by checking a box on the relevant paper or online form. Previously, this consent was given by way of a unique authentication code, which was made up of a combination of personal details relating to the appointed individual.

Corporate director

A company or firm appointed as a director of another company. A corporate director will nominate an ‘authorised person’ to act on its behalf. To appoint a corporate director, at least one other director must be a natural person (human).

Corporate secretary

A company or firm appointed as the secretary of another company.

Corporate shareholder

A company or firm that owns shares in another company.

Corporation tax

The tax a limited company must pay each year on all taxable income from its most recent accounting period. Corporation tax is due within 9 months and 1 day after the end of the accounting period. It must be paid electronically to HMRC.

CRN

See Company Registration Number

D

Debenture

A document acknowledging a long-term loan agreement between a company and a lender. The loan will normally be secured against a company’s assets.

Deferred ordinary shares

A class (type) of share in a limited company. Dividends will be paid on these shares only when all other classes of shares have been paid.

Designated member

Members of a Limited Liability Partnership who are formally appointed to ensure the LLP and its members adhere to all legal obligations and filing requirements. LLPs must have a minimum of two designated members at all times. Alternatively, all members may be designated.

Director

Also known as a ‘company officer’, a director is a person or corporate body appointed by shareholders to manage the daily activities of a company. Minimum age requirement of 16. A minimum of one director is required to form a company, but there is no limit to the number of directors that can be appointed during or after incorporation. A director can also be shareholder.

Director’s Loan

Money that is taken from a company and given to a director, other than his or her salary or dividend payments, that exceeds the amount of money the director has put into the company. A director’s loan may be used to repay money a director has put in, or it may be used by a director to borrow money from the company that will be paid back at a later date. If you contribute any funds - including start-up capital - to your business bank account at any time after incorporation, this will be considered a director's loan to the company and you can reclaim it without facing any tax consequences.

Directors’ Loan Account

This loan account records all money put into a company by a director, and all money taken out by a director as repayment for a loan or in excess of any money put into the company.

Directors’ report

Required as part of a company’s full statutory accounts, unless it qualifies as ‘small’ or it is dormant. A directors’ report will contain the names of all directors, it will summarise the state of the company and its performance over the past year, and it will contain any recommendations for the future.

Disqualified director

The removal of a director who has failed to uphold his or her legal duties and responsibilities as stated in the Companies Act 2006. Any director whose conduct is deemed ‘unfit’ can be disqualified and banned from acting as a director or having any involvement in the running of a company for a period of 2-15 years.

Dividends

Sums of money paid (usually on an annual basis) to shareholders as a means of distributing profits. Dividends can also be paid as shares of stock.

Domain name

The identity of a web page or group of web pages unique to a particular user. Example – rapidformations.co.uk is our domain name.

Dormant accounts

Dormant accounts are an abbreviated version of the annual statutory accounts filed by companies that are not trading or engaging in any form of business activity.

Dormant Company

A company that is not trading or receiving any other kind of income is considered ‘dormant’ for corporation tax purposes.

Dormant Company Accounts

See Dormant Accounts

E

EEA and Non-EEA

Acronyms for European Economic Area and Non-European Economic Area.

F

Formation Process

Also known as the 'company formation', 'company registration' or 'company incorporation', it describes the process of incorporating a company with Companies House. This process can be carried out via Companies House registration services or an online company formation agent.

Filing deadlines

The deadlines for delivering annual accounts and confirmation statements to Companies House, and the final date for delivering Tax Returns and statutory annual accounts to HMRC.

G

Guarantee

A financial commitment made by the guarantor of a company limited by guarantee, whereby the amount of the guarantee will be paid to cover the company’s debts, if required.

Guarantor

The owner of a company limited by guarantee. A guarantor can be a person, an organisation or a corporate body. Guarantors provide security in the form of guarantees – the amount of a guarantee limits the personal liability of the guarantor. Guarantors are also known as 'members' and you will need a minimum of one member to set up a company limited by guarantee. Guarantors may also be directors.

H

HMRC

Her Majesty’s Revenue and Customs – The UK’s tax authority to whom all company and personal taxes must be paid.

Holding Company

Also known as a ‘parent company’, it is a private company limited by shares that is set up to acquire shares in another company (known as its ‘subsidiary’) or manage the activities of another company.

I

Issued shares

The total number of shares a company has issued to shareholders. This creates the share capital and determines the total financial liability of the shareholders. A minimum of one issued share (per shareholder) is required to form a company.

Issuing Shares

The process of giving or selling portions of a company by issuing shares to new or existing shareholders. At least one share must be issued when a company limited by shares is incorporated.

More shares can also be issued (allotted) after incorporation, if required. Directors will usually have the authority to issue more shares but they must refer to the articles of association before doing so to check for any restrictions.

J

Last Members List

A document containing a full list of all shareholders in a company. This list must be provided on the first confirmation statement, and every third confirmation statement thereafter. Companies House will use the information provided in each confirmation statement to update the Last Members List.

Late Filing Penalties

Fines imposed upon a company and its directors if the annual accounts or Company Tax Return are delivered after the statutory filing deadlines.

Limited

This refers to 'limited liability' which is the reduced financial obligation of shareholders or guarantors to pay business debts from their personal finances. A limited company is a distinct legal entity responsible for its own debts. All limited companies must include ‘limited’, ‘Ltd’, or ‘LTD’ at the end of their name, unless they are eligible for exemption.

Limited by guarantee

A legal structure mostly used by non-profit organisations and charities. Must be registered with Companies House. Companies limited by guarantee have no share capital or shareholders – they have guarantors whose personal liabilities are limited to the amounts of their guarantees.

Limited by shares

The most popular type of private company, used by those who want to make a profit and distribute the surplus income to the owners. Companies limited by shares are owned by shareholders and managed by directors. The limit of each shareholder’s liability is restricted to the value of his or her shares.

Limited company

An incorporated company with limited liability in the form of shares or guarantees. It exists as a distinct legal entity.

Limited liability

A form of financial protection - the reduced liability imposed upon the owners of a limited company. The financial liability that owners have towards paying debts, is limited to the value of their shares (companies limited by shares) or the amounts of their guarantees (companies limited by guarantee).

LLP

See Limited Liability Partnership

LLP members

The partners in a Limited Liability Partnership. LLPs do not have shareholders or directors; instead, they require a minimum of two members.

Limited Liability Partnership (LLP)

A legal structure popular with the types of professions that usually operate as a traditional partnership, such as solicitors and accountants. An LLP has the flexibility of a traditional partnership and the limited liability of a company. LLPs are not liable for corporation tax; rather, each member registers for Self-Assessment and pays Income Tax on their individual profits.

M

Made-up date

The date at which all information in the confirmation statement must be accurate and 'made up' to. Usually the anniversary of a company’s incorporation or the anniversary of the made-up date of the previous return. Confirmation Statements should be delivered to Companies House within 28 days of the anniversary of a company's incorporation, or within 28 days of the anniversary of the previous confirmation statements made-up date.

Management shares

A class (type) of share in a limited company. Each management share carries multiple votes. Often used by the original shareholders also known as 'subscribers' as a way of retaining more control than new shareholders.

Members

Another name for the shareholders or the guarantors of a limited company.

Memorandum of association

One of the official documents required by limited companies during the company registration process, in addition to the articles of association. It contains the names of all subscribers (shareholders or guarantors), and indicates their intention to form and become members of the company.

Minutes of meetings

A record or account of all matters discussed in a Board Meeting (of directors) or General Meeting (of shareholders), all decisions made, and all persons in attendance.

N

Nominal Value

Relating to company shares - the amount a shareholder has paid or is liable to pay for each share he or she has taken in a company. This is not the same as the actual (market) value of a share. The nominal value of a company’s issued shares determines it's total share capital and the total liability of the shareholders. Typically, shares have a nominal value of £1.

Nominee director

A person or company appointed on behalf of another person or firm to be registered with Companies House as a non-executive ‘name only’ director of a limited company. Nominee directors can be appointed by directors who wish to remain anonymous and keep their personal details off the public record.

Nominee secretary

A person or company appointed on behalf of an official company secretary to act in a non-executive ‘name only’ capacity as a company secretary. Nominee secretaries can be appointed by anyone wishing to maintain their privacy and prevent their personal details being disclosed on public record.

Non-voting shares

A class (type) of share, issued as a tax-efficient form of payment for employees. The shareholder will have no voting rights.

O

Ordinary resolution

A collective decision or agreement made by the shareholders or directors. A simple majority vote (above 50%) must be achieved to pass an ordinary resolution. This is one of the most common types of resolution that is used for all business-related matters, except where the articles or the Companies Act requires a special resolution to be used.

Ordinary shares

The most popular class of share issued by private companies limited by shares. Ordinary shares are a standard class of share, with each one usually offering equal voting rights, equal capital rights and equal dividends payments to all shareholders.

P

People/Person with Significant Control (PSCs)

All companies and LLPs must keep a register of all people with significant control in the business. A PSC is anyone who has a certain degree of influence in the way the company is run. They are usually the shareholders/guarantors and directors, but this is not always the case. PSC information should be provided during the company formation process and on the annual confirmation statement.

PLC

Public Limited Company. A corporation with limited liability that makes its shares available to the general public.

Pre-emption rights

A provision that can be included in a company’s articles of association to protect the rights of existing shareholders. With pre-emption rights, new shares must be offered to existing shareholders for first-refusal before being offered to new shareholders.

Preference shares

A class (type) of share providing shareholders with a preferential right to receive dividend payments before other shareholders. Preference shares are often non-voting.

Prescribed particulars

The rights attached to shares issued by a private limited company. Prescribed particulars will be outlined in the articles of association.

Private limited company

A privately owned company limited by shares or limited by guarantee. Not to be confused with a Public Limited Company (PLC).

Profit and loss account

Required as part of a company’s full annual accounts (statutory accounts). This section of the accounts will show the financial performance of a company during its most recent financial year – sales, cost of sales, gross profit, expenditure, net profit. Annual accounts must be filed with Companies House and HMRC every year.

PSC register

A statutory register that all companies and LLPs must keep with the details of all people with significant control (PSCs) in the company. This register is normally kept at the registered office address.

Public Limited Company

See PLC

Public Register of Companies

The official register containing details of all incorporated companies. The information contained on the Companies House register is available to all members of the public.

R

Rebranding

A strategic process that involves changing the unique image, personality and values of a company and/or its products. The aim of rebranding is to improve consumer perception and create positive associations.

Redeemable Shares

A class (type) of share. Often given to an employee with the agreement to be bought back after a fixed amount of time. Redeemable shares are normally taken back by a company at their nominal value if an employee leaves.

Registered office

The official address of a limited company or LLP where statutory mail will be delivered. It must be a full, physical postal address and it must be situated in the same country in which the company is registered – England and Wales, Scotland or Northern Ireland. Companies must keep their statutory records at their registered office and make them available for public inspection. You must provide registered office details when you form a limited company and this information will be disclosed on public record. You can change its location at any time after the company is registered, as long as it stays in the same UK jurisdiction.

Resolutions

A decision or agreement reached by a majority vote of the directors or shareholders. All resolutions passed by directors and shareholders are legally binding. A copy of the resolutions must be filed with Companies House and copies should be retained at the registered office or SAIL address.

Return of Allotment of Shares

Companies House Form SH01. This must be completed and filed with Companies House within one month of allotting (issuing) new shares.

S

SAIL Address

Single Alternative Inspection Location (SAIL) address. An alternative to the registered office where a company can keep some or all of its statutory registers and records. Companies House must be notified of any SAIL address that is used and the documents that are stored there. These details will be placed on public record.

Sensitive words and expressions

Certain words and phrases that require approval from the Secretary of State or other authorising body before being included in a company name. Supporting documentation or evidence must be provided if a sensitive word or expression is used in a registered company's name.

Service address

An official contact address required from directors, secretaries, or persons of significant control eg. shareholders. It is placed on public record, and it is used by Companies House and HMRC to deliver statutory mail to individual company officers.

Shares

A unit of ownership of a company limited by shares. Ownership can be divided into any number of shares of any value. Shares are owned by individual people or corporate bodies known as ‘shareholders’. The number and value of their shares determines: their percentage of ownership, the amount of control they have, their financial liability for business debts, and how much profit they receive.

Shareholder

Shareholders are also known as ‘members’. A shareholder is a person or corporate body that owns shares in a limited company. The first shareholders of a company are called ‘subscribers’. Shareholders are entitled to receive a portion of company profits in relation to the number and value of their shares.

Shareholders are not responsible for the day-to-day management of a company, unless they are also directors. Generally, shareholders will only make decisions about significant issues, such as changing the company name, removing a director, changing a director’s powers and altering the articles of association.

Shareholders’ agreement

A legal contract between the shareholders. The primary purpose of a shareholders’ agreement is to outline the rights of each shareholder. It can protect minority shareholders and a company as a whole from the majority voting powers of other shareholders.

Share Capital

The total amount of money shareholders invest in the company in exchange for shares.

Share Certificate

A certificate of ownership of shares. Each shareholder should be issued with a share certificate upon taking shares in a company. The certificate should state: the number, value and class of shares taken; the amount paid or unpaid on the shares; the name of the shareholder; and the date the share ownership commenced.

Share Class

A ‘type’ of share in companies limited by shares. The most popular share class is 'ordinary'. Other share classes include: preference shares, non-voting shares, management shares, and redeemable shares.

Share issue

The process of issuing units of ownership (shares) in a company to people or corporate bodies. Upon taking issued shares, a person or corporate body becomes a shareholder (owner). Shares are issued during the incorporation process, and new shares can be issued or ‘allotted’ at any time after company formation.

Share transfer

The process of giving or selling shares to another person or corporate body.

SIC Code

Standard Industrial Classification (SIC) code. First introduced in the UK in 1948, SIC codes are used to group businesses into statistical units according to the principal economic and/or industrial activities they are involved with. Used by the Office for National Statistics to gather and analyse data. Directors are required to state a company's SIC code(s) on the confirmation statement.

Single Alternative Inspection Location (SAIL) Address

See SAIL address

Small Company

Companies are grouped into three sizes for the purpose of preparing annual accounts for Companies House – small, medium, and large. To be classed as ‘small’, a company must satisfy at least two of the following criteria: have an annual turnover of less than £6.5 million; produce a balance sheet total of less than £3.26 million; employ less than 50 people.

Small companies can submit abbreviated accounts to Companies House in place of full statutory accounts.

SMEs

Small and medium-sized enterprises.

Sole Trader

A self-employed individual who is registered with HMRC for Self-Assessment and pays Income Tax on all taxable income. Sole traders are not required to register with Companies House.

Special resolution

A legally binding decision achieved by a 75% majority vote of shareholders. Special resolutions are usually passed for significant and rare decisions that directors are not permitted to make.

Statutory accounts

Also known as ‘annual accounts’ or ‘financial accounts’. Statutory accounts report on the financial activity of a company over the course of its financial year. All limited companies and Limited Liability Partnerships (LLPS) are required to prepare and submit statutory accounts to Companies House every year. ‘Small’ companies can submit abbreviated accounts. Dormant companies can submit dormant accounts. All companies, regardless of their size, must send full statutory accounts to HMRC as part of their Tax Returns.

Statement of capital

A document (Companies House Form SH19) detailing a company’s issued share capital at a certain date. A statement of capital includes details about the number of issued shares, the nominal value and class of all issued shares, the amount paid or unpaid on each share, and the prescribed particulars of rights attached to each share class.

A statement of capital is required when a company limited by shares is registered with Companies House. It is also required when it's share capital changes and when a confirmation statement is filed.

Statutory mail

Official mail that is issued by Companies House and HMRC. This statutory mail is delivered to a company at its registered office. Directors’ statutory mail is delivered here.

Subscribers

The original shareholders or guarantors of a limited company who agree to form and become part of a company by subscribing to the memorandum of association during the company formation process.

Supporting documentation

Documentation that permits the use of ‘sensitive’ words or phrases in a company name, as governed by the Companies Act 2006 and the Company, Limited Liability Partnerships and Business Names (Sensitive Words and Expressions) Regulations 2009. Any such documentation must be filed with Companies House along with the application to form a company or upon registering a new company name with sensitive words after incorporation.

U

Unique Tax Reference (UTR)

A unique ten-digit number issued by HMRC to all new companies upon incorporation. Used to identify individual companies for corporation tax purposes. UTRs can be found on any official documentation received from HMRC.

Usual Residential Address

Where a director, secretary, or person with significant control, eg. a shareholder who owns more than 25% of the company's shareholding resides. It is required by Companies House when a director, secretary or person with significant control is appointed. This information will not be placed on public record unless a company officer uses his or her home as a registered office or service address.

UTR

See Unique Tax Reference

V

VAT

Value Added Tax. You will have to register your company for VAT when its annual income exceeds the threshold set by HMRC.

Voluntary VAT Registration

Choosing to register for VAT when a company’s turnover is less than the threshold for compulsory VAT registration.

Voting Rights

A right attached to certain share classes that gives a shareholder the right to vote on company matters.

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