New Company? - The Way Forward

After the company is incorporated, there are several obligations that have to be met. Directors have a personal responsibility for making information about the company's structure, management and activities available to the general public, via Companies House, as well as to its own shareholders.

If a company is persistently late filing documents with Companies House, the directors may be prosecuted for a criminal offence. It is therefore vital that these obligations are recognised and understood.

Company Accounts

Every company, whether trading or not, must file accounts for each accounting period. The first accounting period commences on the day the company is incorporated and ends on the last day of the same month one year later. The accounting period can be altered by the company, but can only extend its accounting period once in any five year period, unless there are special, qualifying circumstances. Any single accounting period cannot be longer than 18 months in length. A company can shorten its accounting period as often and by as many months as it chooses.

A private company currently has 10 months from the end of its accounting period to deliver accounts to Companies House. The deadline for a company's first accounts is slightly different: accounts should be delivered within 22 months of incorporation or 3 months from an extended accounting reference date, whichever is the longer.

There is presently no fee for filing accounts, but Companies House will impose automatic penalty fines if they are delivered late.

Annual Return

The Annual Return contains a summary of the company's position with regard to directors, secretary, shareholders etc and must be delivered to Companies House every 12 months. The Registrar charges a fee, currently £15.00, to lodge the Return electronically, £30 for a paper copy.

Directors and Secretary

Companies House must be informed of all changes to the directors or secretary of the company. These changes include appointments, resignations and changes to personal details such as address. Companies House must be advised of such changes using one of their own forms.

Shares

If a company issues new shares, the details must be notified to Companies House using one of their own forms.

Mortgages and Charges

Any mortgages or charges created by the company must be notified to Companies House within 21 days, using one of their own forms. Companies House charge a fee, currently £13.00, to lodge each notice.

Registered Office Address

Every company must have a registered office notified to Companies House. This is where Companies House will send any reminders, notices etc and where documents may be served on the company. The registered office is where a company usually keeps its statutory records. Any changes to the location of the registered office must be notified to Companies House on their own form.

Companies registered in Scotland must have their registered office in Scotland and likewise, companies registered in England and Wales but have their registered office there. The location of the registered office does not limit where in the UK the company can trade.

Company Decisions

Decisions made by a company should be recorded by directors' resolution, or a board minute, and kept with the company's statutory books. Certain decisions must be notified to Companies House to be valid.

Non-compliance

If these continuing obligations are not complied with, the company and its directors may be liable to further action.

Penalties for late filing of accounts, for example, are automatic and accrue the longer the accounts are outstanding.

Non filing of the Annual Return may lead to the Registrar taking action to remove the company from the Register.

Persistent non-compliance by a director may lead to prosecution and can lead to fines and/or disqualification as a director.

Getting Help

Companies House can answer most general queries on procedural or filing requirements but will not give legal or accounting advice. A solicitor or accountant should be consulted on specific matters where advice and guidance is sought.