Letters return to sender

Companies House send reminders and letters to your company’s registered office address, your letters would be returned to sender if you no longer occupying at the property or the current occupier marked your letters “return to sender” and send it back to Companies House.

Address service providers

If you are using a registered office address provided by an address service provider such as company formation agents. Your letters would be returned to sender if your company did not renew your address services on time. To avoid your letters return to sender, do renew your address service on time with them.

Moved to new office

You have 14 days to inform Companies House of your new office address by submitting the Companies House form AD01 if this new office address would also be your official registered office address. Ensure you make arrangement to access mails sent to your old registered office address until your new office address registered with Companies House. You can check this by contacting Companies House.

Change your registered office

You may change your company’s registered office address online or on paper.

You would require your company’s authentication code to submit your Companies House form AD01.

Alternatively, you may submit your form AD01 on paper, your director or company secretary must sign and date the form and send your form to Companies House.

Registered office address

Your registered office address must be in the United Kingdom. For example, if your company was incorporated in England, your new registered office address must be situated in England and it cannot be an address in Scotland or Northern Ireland.

The address must not be a PO Box address. It must be a physical address. Remember that if you would like to use your home address as your registered office, it will appear on Companies House website and anyone can see it. If you do not want your home address appear on the public register, consider using an address service provider’s services.

Annual return

Limited company and limited liability partnership (LLP) must submit annual return with Companies House if your return filing deadline is 30 June 2016. You would have 28 days to file it.

The official cut off date is 30 June 2016.

Annual return provides a snapshot of your company and LLP information registered with Companies House once every 12 months.

Confirmation statement

After 30 June 2016, you must submit Confirmation Statement instead of annual return. You have 14 days to submit your Confirmation Statement with Companies House either online using the web filing service or on paper with the form CS01.

Confirmation statement requires your company and LLP to review and confirm the details registered with Companies House are still valid and correct. If there is any changes during the 12 months, this must be communicated with Companies House by filing relevant Companies House forms with them.

Person with significant control (PSC)

You are required to provide information of People with Significant Control (PSC) when submitting your confirmation statement. This is not required in filing your annual return.

Reminders to your registered office

Companies House will send filing reminders to your company and your LLP’s registered office address. If you no longer have access to mails sent to your registered office address, you must change to an address where you could access your mails sent there.

You must inform Companies House of your new registered office address.

Submit documents in other languages

As a general rule the company law requires that you deliver documents to Companies House in English, however there are exceptions which are detailed below.

English language

Your company can deliver the following documents in languages other than English if your document is accompanied by a certified translation into English:

  • Resolutions and agreements affecting your company’s constitution delivered under Chapter 3 of Part 3 of the Act.
  • Company accounts of larger EEA (European Economic Area) groups, your group accounts and parent undertaking’s annual report.
  • Company accounts of larger non-EEA groups, your 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 Act
  • Articles of association; memorandum of association.
  • Court orders.

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

  • Constitutional documents such as your memorandum and articles of association.
  • Directors appointments.
  • Changes in particulars or terminations.
  • Company accounts, reports, confirmation statements and annual returns.
  • Notification of any change in your company’s registered office.
  • Winding up documents.
  • Share capital documents for public limited company only.
  • Documents relating to mergers and divisions for public limited company only
  • Documents relating to overseas companies.

European Union language

The voluntary translation must relate to a document delivered to Companies House on or after 1 January 2007. 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.

Welsh language

There are different exceptions for Welsh company (those complying with section 88 of the Act) who are entitled to draw up and deliver certain documents in Welsh without the need of an accompanying certified translation in English.

Audit Exemption for subsidiary

Your subsidiary may claim exemption from audit if your parent is established under the law of an European Economic Area (EEA) state, in certain circumstances.

You must submit the following documents to Companies House if you would like to take up this exemption. Your documents must reach Companies House before the date on which your company accounts are due.

  • A written notice that all members of the subsidiary company agree to the exemption in respect of the relevant financial year
  • Completed Companies House form AA06. The statement of guarantee by a parent undertaking of a subsidiary company under section 479C of the Companies Act 2006 in respect of the relevant accounting year
  • A copy of your parent undertaking’s consolidated accounts including a copy of the auditor’s report and the annual report on those accounts

Your subsidiary must be included in your parent’s consolidated accounts for the relevant financial year or to an earlier date in the same financial year. Your parent undertaking must disclose in the notes to their consolidated accounts that your subsidiary is exempt from the requirements of this Act relating to the audit of accounts under section 479A of the Companies Act 2006

The agreement and your parent’s consolidated accounts must show your subsidiary company’s name and registered number in a prominent place on the document.

The audit exemption will only be available if your company’s financial year ends on or after 1 October 2012

Company cannot claim exemption from audit as a subsidiary

Your subsidiary is not entitled to audit exemption if it was at any time within the relevant financial year, it is a:

  • Quoted company.
  • Company that is an authorised insurance company , a banking company, an e-Money issuer, a MiFID investment firm or a UCITS management company.
  • Company that carries on insurance market activity.
  • Special register body as defined in section 117(1) of the Trade Union and Labour Relations (Consolidation) Act 1992 (c 52) or an employers’ association as defined in section 122 of that Act or Article 4 of the Industrial Relations (Northern Ireland Order 1992 (S.I. 1992/807 (NI 5).

The Companies House form AA06

Your statement of Guarantee by a parent undertaking of a subsidiary form AA06 must include the following information:

  • Registered name and number of your subsidiary.
  • Your subsidiary’s financial year to which the guarantee relates.
  • The statement date
  • Details of the section of the Companies Act 2006 under which the guarantee is being given:
    • section 394c – exemption from preparing accounts for a dormant subsidiary
    • section 448c – exemption from filing accounts for a dormant subsidiary
    • section 479C – audit exemption for a subsidiary undertaking
  • Either:
    • if the parent was incorporated in the UK its registered name and registered number (if any)
    • if the parent was incorporated and registered (in the same country) elsewhere in the EEA, its registered name, registration number and the identity of the register where it is registered.

Effect of the guarantee and when it takes effect

The guarantee has the effect that your parent undertaking guarantees all outstanding liabilities that your subsidiary is subject to at the end of the financial year. The guarantee takes effect when it is delivered to Companies House and remains in force until all of the liabilities have been satisfied.

Audit exemption compliance

Your Subsidiary company must include an audit exemption statement on your balance sheet in your individual company accounts to the effect that:

  • For the year ending (dd/mm/yyyy) the company was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.
  • The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476
  • The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

Medium sized company accounts

Your medium sized company can prepare accounts according to special provisions applicable to medium sized companies. It can also choose to submit reduced information to Companies House.

Medium-sized company criteria

Your limited company must meet at least two of the following conditions in order to be eligible to prepare and submit medium sized company accounts.

Threshold
Annual salesNot more than £36 million
Balance sheet totalNot more than £18 million
Average number of employeesNot more than 250

Company cannot prepare and submit medium-sized company accounts

Your company cannot be treated as a medium sized company if it is, or was at any time during the financial year, one of the following:

  • A public limited company
  • A company that has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity or that carries on an insurance market activity
  • A member of an ineligible group

A group is ineligible if any of its members is:

  • A public limited company
  • A body corporate (other than a company) whose shares are admitted to trading on a regulated market.
  • A person (other than a small company) who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity.
  • A small company that is an authorised insurance company, a banking company, an e-money issuer, a MiFID (ie Markets in Financial Instruments Directive) investment firm or a UCITS (i.e.Undertakings for Collective Investment in Transferable Securities) management company.
  • A person who carries on insurance market activity

Qualifying as a medium-sized company every year

Your company qualify as medium sized company in your first accounting period if you fulfil the conditions in that period. In any subsequent period your company must fulfil the conditions in that period and the period before.

However if your company which qualified as medium sized in one period no longer meets the criteria in the next period, you may continue to claim the exemptions available for the following period. If your company then reverts back to being medium sized by meeting the criteria the exemption will continue uninterrupted.

Contents of medium-sized company accounts

Your Medium sized company accounts must include:

  • Profit and loss account
  • Balance sheet, showing the printed name and signature of a director
  • Disclosure notes to the accounts
  • Group accounts (if appropriate)
  • Directors’ report including a business review (or strategic report) showing the printed name of the approving secretary or director
  • Auditor’s report that includes the name of the registered auditor unless the company is exempt from audit

Your medium-sized company must deliver all of the constituent parts of your company accounts to Companies House.

Medium sized company exemptions

Your medium-sized company may omit certain information from your business review or strategic report in your directors’ report. This includes analysis using key performance indicators so far as they relate to non-financial information.

Medium sized company which is part of an ineligible group can still take advantage of the exemption from disclosing non-financial key performance indicators in your business review or strategic report.

Medium-sized company preparing accounts according to Companies Act may omit disclosure with respect to compliance with accounting standards and related party transactions from your company accounts send to their members.

Your company may also choose to deliver a slightly reduced information of the profit and loss account. Please refer to regulation 4 of The Large and Medium sized Companies and Groups Accounts and Reports Regulations 2008 for further information.

Some subsidiary company may be exempt from audit where they meet certain conditions for financial years ending on or after 1 October 2012.

Medium sized groups

There are no special rules for medium sized groups. Your medium sized parent company must prepare group accounts and deliver them to Companies House.

Submit company accounts on paper

Limited company may submit company accounts on paper to Companies House. Your company accounts must arrive Companies House offices on time, preferably well before your company’s filing deadline as your company will not be given any extra time if your accounts are rejected.

Company name and number

Your company name and number must appear on your company accounts documents such as your directors’ report or balance sheet. The name and number may also be shown on any cover sheet delivered with your accounts.

Signatory on company accounts documents

Your company accounts must meet the following requirements:

  • Director must sign on behalf of your board of directors and have his/her name printed on your balance sheet page.
  • Your directors’ report must include the printed name of your director or company secretary who signed the report.
  • if your company accounts include your auditor’s report, your auditor’s report must state your auditor’s name.

Please note that a legible signature on a balance sheet will not satisfy the additional requirement for a printed name. Companies House will reject any accounts that do not meet the above requirements.

Senior statutory auditor

Where your auditor is a firm, your auditor’s report must state the name of the auditor and the name of the person who signed it as the senior statutory auditor on behalf of the firm.

Small company accounts

Limited company may prepare and submit small company accounts with Companies House if your company meet the criteria of a small company according to special provisions in the Companies Act 2006 and the relevant regulations. This means that you can choose to disclose less information in your company accounts compared to that of the medium-sized and large companies.

Criteria to qualify as a small company

Your limited company must meet at least two of the following conditions:

After 01 Jan 2016Before 01 Jan 2016
TurnoverMust not exceed £10.2 millionMust not exceed £6.5 million
Balance sheet totalMust not be more than £5.1 millionMust not be more than £3.26 million
Average employeesNot more than 50Not more than 50

Limited company cannot prepare and submit small company accounts

Your company cannot prepare and submit small company accounts if it is, or was at any time during your financial year, one of the following;

  • A public limited company
  • A member of an ineligible group (see below)
  • An authorised insurance company, a banking company, an e-money issuer, a MiFID (i.e. Markets in Financial Instruments Directive) investment firm or a UCITS (ie Undertakings for Collective Investment in Transferable Securities) management company or carried on insurance market activity

A group is ineligible if any of its members is:

  • A public limited company
  • A body corporate (other than a company) whose shares are admitted to trading on a regulated market in an EEA State
  • A person (other than a small company) who has permission under Part IV of the Financial Services and Markets Act 2000 to carry on a regulated activity
  • A small company that is an authorised insurance company, a banking company, an e-money issuer, a MiFID investment firm or a UCITS management company
  • A person who carries on insurance market activity

Financial services companies are regulated by the Financial Conduct Authority.

Qualify to deliver small company accounts every year

Generally, your company qualify to deliver small company account in your first accounting period if you fulfil the conditions in that period. In any subsequent periods your company must fulfil the conditions in that period and the period before.

If your company which qualified as small in one period no longer meets the criteria in the next period, you may continue to claim the exemptions available for the next period. If your company then reverts back to being small by meeting the criteria for the following period, the exemption will continue uninterrupted.

Conditions to qualify as a small group of companies

Your company must meet at least two of the following criteria:

After 01 Jan 2016Before 01 Jan 2016
Aggregate turnoverNot more than £10.2 millionNot more than £6.5 million
Aggregate balance sheet totalNot more than £5.1 millionNot more than £3.26 million
Aggregate average number of employeesNot more than 50Not more than 50

Contents of small company accounts

Your small company accounts must include:

  • A profit and loss account
  • A balance sheet, signed by a director on behalf of the board and the printed name of that director
  • Disclosure notes to the accounts
  • Group accounts (if a small parent company chooses to prepare them)
  • A directors’ report that shows the signature of a secretary or director and their printed name
  • An auditors report that includes the printed name of the registered auditor unless your company qualifies for audit exemption.

The balance sheet must contain a statement in a prominent position above your director’s signature and printed name that your company accounts have been prepared in accordance with the special provisions applicable to companies subject to the small companies’ regime.

Your company do not have to deliver a copy of the directors’ report or the profit and loss account to Companies House. However, if you opt not to deliver a copy of the profit and loss account your company must state this fact on the balance sheet. you only deliver a signed balance sheet with disclosure notes to Companies House.

The requirements for companies subject to the small companies’ regime are set out in Parts 15 and 16 of the Companies Act 2006.

Small company abridged accounts

The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 introduced the concept of abridged accounts.

Abridged accounts contain a balance sheet that contains a sub-set of the information that is included in a full balance sheet. Likewise, the profit and loss account may also contain a sub-set of the information that is included in a full profit and loss account.

Companies must now prepare and file the same set of accounts for its members as for the public record. This means that your company will decide at the point you are preparing your accounts whether or not to abridge them (or to prepare micro entity accounts). Previously your company would prepare full accounts for your members and would then decide whether or not to abbreviate them for the public record.

If you opt to file an abridged balance sheet and/or profit & loss account then you must include a statement on the balance sheet that the members have agreed to the preparation of abridged accounts for this accounting period in accordance with section 444(2A).

Small companies preparing International Accounting Standards accounts must deliver a full balance sheet to Companies House.

Small company abbreviated accounts

The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 abolished abbreviated accounts. This means that abbreviated accounts cannot be prepared and filed with Companies House after 1 January 2016.

Other small company exemptions

The Companies Act 2006 and regulations also set out what the directors’ report of a small company must contain. Your director report does not have to contain a business review (or strategic report) or a statement as to the amount that your directors recommend be paid by way of dividend. If your company has taken advantage of the small companies’ exemption in preparing your directors’ report it must contain a statement above your director’s or secretary’s signature and printed name to that effect.

Your small company may also claim exemption from audit. In this circumstance, you may submit unaudited company accounts.

Your small company which has chosen to not file your profit and loss account may also opt not to file a copy of your auditor’s report on your accounts. In this instance, you must make the following disclosures in the notes to your company accounts: your auditor’s name (if your auditor was a firm, the name of the senior statutory auditor), to state whether your auditor’s report was qualified or unqualified, and, if your audit report was qualified, what the qualification was.

Special rules for small groups

A parent company which qualifies as small need not prepare group accounts or submit them to Companies House if the group is small and not ineligible. If your small parent company decides to prepare group accounts your content is prescribed by the Companies Act 2006 and by Schedule 6 to the Small Companies and Groups (Accounts and Directors’) Report Regulations 2008.

If you prepare group accounts you must include a statement above the printed name and signature of your directors on the balance sheet, confirming that your accounts are prepared in accordance with the provisions applicable to companies subject to the small companies’ regime.

Unlimited company

Unlimited company need only deliver company accounts to Companies House if, at any time during the accounting period covered by your accounts:

Your unlimited company was a:

  • Subsidiary undertaking
  • Parent of a limited undertaking;
  • Banking company
  • Insurance company (or the parent company of a banking or insurance company);

or

  • Each of your company’s members was:
    • A limited company;
    • Another unlimited company each of whose members was a limited company;
  • A limited company
  • A Scottish partnership each of whose members was a limited company.

A limited company, public or private, a partnership, a subsidiary and a parent must submit their company accounts with Companies House.

A public limited company must submit audited company accounts and for a private limited company may opt to deliver unaudited company accounts if they meet the audit exemption criteria.

A dormant subsidiary may be able to claim exemption from the preparation or filing your company accounts under certain circumstances.

Contact Companies House or seek accountants advice for further information on your unlimited company’s accounts filing requirements.

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