Cancel a mortgage or a charge

Cancel a mortgage or a charge with Companies House is not automatic. You must submit your application to have your mortgage or a charge removed from your company’s register.

There is no requirement for your company to inform Companies House that a charge or a mortgage has been paid off. This includes property used as security has partly or wholly released from a charge or that the property no longer owns by your company.

However, It is in your company’s best interest to cancel the charge registered with Companies House as soon as the loan has been paid off or charge on your property given as security no longer hold. Potential investors and bankers are interested in this kind of information as part of their financial assessments whether to invest or lend monies to your company.

Below are the Companies House forms to use to inform the Registrar of companies to cancel a mortgage or a charge that has been paid off.

Form referencePurpose of the form
MR04statement of satisfaction in full or in part of a charge – when your company has partly or fully paid off a charge.
MR05Statement that part or the whole of the property charged:
(a) has been released from the charge
(b) no longer forms part of the company’s property
MR05 continuation pageTo provide description of instrument, short particulars of the property or undertaking charged and description of assets or property, if any.

Company accounts filing deadline

Company accounts filing deadline is set by Companies House on the date your company was incorporated.

For example, if your company is incorporated on 28 December 2018, your default company accounting year end date would be 31 December and your company accounts filing deadline would be 30 September 2020, nine months after your accounting period. For a public limited company, your default filing deadline would be 30 June 2020, six month after your accounting year ended.

If you would like to change your company accounts filing deadline, you must apply with Companies House. It has to be formally approved by Companies House.

The filing deadline apply to companies with accounting periods beginning on or after 6 April 2008.

The filing periods for first accounts for a private limited company is 21 months whereas for a public company is 18 months.

Once your company accounts are filed with Companies House, they would be on public record and can be inspected by anyone interested in your company affairs.

A public limited company must submit an audited company accounts and for a private limited company could take advantage of the audit exemption and submit less detailed disclosure accounts as permitted by the Companies Act.

A dormant company must submit a dormant account with Companies House. No excuse.

There is a late filing penalty for delivering your company accounts late to Companies House.

Director service address

Director’s service address is introduced with the objective to keep your company director’s home address private and confidential. For this reason, the Companies Act 2006 allows director to provide a service address instead of his/her home address for public register. P O Box is not acceptable.

The home address details would not be published but for Companies House records only.

However, you must still provide director’s home address with Companies House. The purpose of this that of Companies House could send reminders to your company directors when your company accounts and/or confirmation statement are overdue. Your director service address must be included when filing your Confirmation Statement.

Changes in director service address

You must keep your address record up to date with Companies House. If there is any changes to your service address, you must file the relevant Companies House forms within 14 days.

Can be the same as your registered office address

your director’s service address can be the same your company registered office address or any other address as long as your director can access to mails sent to the address specified.

You may use your home address as your company registered office address and your director service address. Companies House would not made any reference as to the connection of your home address is also your company registered office address.

It is important that if your company director no longer able to access mails sent to his/her service address, you must update Companies House with this news and provide a new suitable address.

If you do not have a suitable address to use your director service address, you may use the address of a service provider and you would be required to provide proof of identity and proof of your home address for this kind of address services in the United Kingdom.

Procedure to change company name

Procedure to change company name with Companies House slightly different and it is dependent on your company’s circumstances.

Limited company registered with Companies House in the United Kingdom may change their company name for whatever reasons to suit their business needs. It may be that the existing company name were not appropriate given the new business activities to undertake.

The benefits of keeping the existing company is that the trading history and the length of years the company has been established provide advantage to the business compared to newly set up limited company.

The procedure to change your company name by:

  • Special resolution
  • special resolution conditional upon some event
  • By means provided for by the company’s articles
  • By resolution of directors
  • The Company Names Tribunal or the High Court

Your company name is officially changed to you new desired name after Companies House issued the certificate of incorporation on change of name for your company.

The correct Companies House forms for company change of name and the resolutions or court orders together with the statutory fee payable must be delivered to Companies House for your application of company change of name.

Procedure for change company name by special resolution

Your company may change its names by passing a special resolution in a general meeting or pass a written resolution if 75% of the shareholders agreement is achieved.

To make your company name change official, your company must send the notice of change of name; form NM01, with the appropriate statutory fee and a copy of the resolution to Companies House.

Procedure for change of name by special resolution conditional upon some event

If your company is changing its name upon satisfaction of a condition, the procedure is slightly different to unconditional company name change.

In this situation, the Companies House form NM02 must be used and your company must indicate on the form whether the condition has been satisfied. The form must be sent to Companies House together with the special or written resolution. If the condition has not yet been met then no statutory fee is required at this time.

Your company must send the Companies House form NM03 when the condition has been satisfied together with the copy of the resolution accompanied by the statutory fee payable.

Companies House will only issue the certificate of incorporation on change of name when all the important documents and forms are received plus the correct fee.

Procedure for change of name by means provided for by the company’s articles

You must first check your company’s articles of association have a provision specifying the way your company can change its name by this method.

If no such provision found in your company’s articles of association, amendment to the articles to include such provision is required before applying to change your company name.

The Companies House form NM04 must be completed and send to Companies House together with the statutory fee.

Procedure for change of name by resolution of directors

If your company is legally required by the Secretary of State to reinstate ‘limited’ or ‘cyfyngedig’ in your company name because your company is no longer exempted, your company must deliver the notice of change of name by resolution of directors using form NM05 and no statutory fee is payable.

In situation where your company is restored to the register under the same registration number and your company name where its previously had is no longer available, then your company must change its name within 14 days by sending the form NM05 plus the appropriate statutory fee to Companies House.

Procedure for change of name by the Company Names Tribunal or the High Court

If your company would like to complaint about opportunistic registration where a company has a name which is the same as a name associated with your company in which you have goodwill or is so similar that it would likely to mislead by suggesting a connection between your company and the other company, in such situation, your complaint must be brought to the attention of the Company Names Tribunal at the UK Intellectual Property Office (www.ipo.gov.uk/cna). The tribunal is also known as the Adjudicator.

How long does it take to register a change of name?

Companies House’s standard company change of name service will take 5 working days upon receiving all required documents and forms from your company.

Companies House also offers same day company change of name service with higher statutory fee payable.

Can I register a change of name and re-registration together?

Your company can combine the application for change of name and re-registration. For example, changing your company names from BEST IN TOWN LTD to WORLD BEST PLC.

Difference between a Public limited company (PLC) and private limited company

Difference between a public limited company (PLC) and private limited company in of respect of compliance requirements under the Companies Act is that for PLC is subject to stricter rules.

Some businesses prefer trade as limited company and others prefer to set up a public limited company for businesses. The type of incorporated entity used for your businesses must achieve your company ultimate goals.

A public company is a company limited by shares with its memorandum states that the company is to be a public limited company and to which the provisions of the Companies Act as to the registration or re-registration of the company as a public limited company have been complied with.

Any company which is not a public limited company is classified a private limited company.

Company Name

The name of a public limited company must end with the words Public Limited Company or PLC and, for Welsh companies, Cwmni Cyfyngedig Cyhoeddus or CCC. The company will be a Welsh company if its registered office is to be in Wales.

Company’s memorandum of Association

The memorandum which your company register with the Companies’ Registry must be in the form specified by the Companies Act 2006.

The main difference between the forms of memorandum specified for public limited company and for private limited company is that the form for a public limited company requires its memorandum to include an additional clause stating that the company is to be a public limited company.

The nominal value of the share capital

The nominal value of the public limited company’s allotted share capital must not be less than the ‘authorised minimum’ which is currently £50,000.

When a public limited company allots shares, it is under an obligation to ensure that at least 25% of the nominal value of the shares (plus the whole amount of any premium on the shares) is paid on allotment.

For a private company, it can issue shares without requiring any immediate payment for them. In other words, the share capital can be unpaid.

Number of members and officers

Public limited company, unlike private limited company, must have at least two members (in the past they needed seven members. They must also have at least two directors, whereas private limited company need have only one. The company secretary of a public limited company must be the person with relevant knowledge and qualifications as required by law.

The issue of shares or debentures

The principal advantage which a public limited company had over a private limited company used to be that public limited company could offer shares or debentures to the public for cash or other consideration and to allot those shares or debentures with a view to them being offered for sale to the public.

Offers of shares to the public are governed by Part VI of the Financial Services and Markets Act 2000 and the Public Offers of Securities Regulations 1995 (SI 1995 No. 1537). These require the issue of a prospectus in any case where shares are to be ‘offered to the public’ within the terms of the legislation. In other words, your public limited company’s shares are publicly traded on the Stock Exchange.

Registration requirements

The procedure to follow and documents required to register a public limited company are the same as for a private limited company. Once the Registrar of Companies is satisfied that the documents comply with the registration requirements, a certificate of incorporation will be issued.

However, before the public limited company can do business or borrow money, the company must obtain from the Registrar a further certificate called “trading certificate” which will only be issued if the Registrar is satisfied that the company’s share capital is adequate (Section 761 of Companies Act 2006).

The procedure which the company must go through to get this additional certificate involves a director or the company secretary filing a statutory declaration with the Registrar. The declaration will state that the nominal value of the company’s allotted share capital is at least equal to the authorized minimum of £50,000. The company must also supply details of:

(a) The amount paid up on the allotted share capital which must exceed the minimum of £50,000.

(c) Any amount or benefit paid to the company’s promoters,

(b) The amount of the preliminary expenses and details of who will meet them; and

A company which does not obtain this additional certificate before it commences business can face some severe consequences, If the company fails to meet its obligations in connection with a transaction entered in to at a time when it does not have the additional certificate, the directors will be jointly and severally liable to indemnify the other parties to the transaction for any loss, Furthermore, both the company and its offices will be liable to a fine and if the company fails to obtain this certificate within one year of its registration, the court can wind the company up (S-122 Insolvency Act 1986.

Delay to register a charge or mortgage

Delay to register a charge with Companies House may result your company director being liable to a fine.

What is a charge?

When your company give a security for a loan, this transaction must be registered with Companies House with 21 days. The security is called a charge or a mortgage.

Delay to register a charge post a risk to your lenders and creditors. In the event of your company’s going bust or become insolvent the loan or debt will not be treated as secured loan. The debt will be settled after all the secured creditors are being paid.

Apply to Court for extension

Companies House will not be able to extend the 21 days time limit allowed for registering a charge. Application must be made to the court for this.

Fine

It is your company director’s responsibility to ensure your company’s charge or mortgage is being registered with Companies House on time to avoid being fine.

Filing a charge

It is important that the registration of charges for your company is executed as soon as the security on the loan arrangement is completed. This includes acquiring property which is already charged.

The correct charges and mortgages forms together with the legal documents evidencing the charge must be delivered to Companies House within 21 days.

Charges and Mortgages forms for company in Scotland

Charges and mortgages forms for company with registered office address in Scotland must register the security on loan and borrowings with Companies House.

Companies House requires company in Scotland to use the correct charges and mortgages forms to register the security on loan.

Companies House rejecting your charges and mortgages forms registration if you submit the incorrect form. The time allowed for registration is within 21 days.

Form reference Purpose of filing
MG06s Particulars of a charge subject to which property has been acquired by a company registered in Scotland
MG06s continuation page – amount secured (section 5)to provide amount secured
MG06s continuation page – mortgagee(s) or person(s) entitled to the charge (section 6)to provide mortgagee or person entitled to the charge
MG06s continuation page – short particulars of all the property charged (section 7)To provide short particulars of all the property charged.
466 Particulars of an instrument of an alteration to a floating charge created by a company registered in Scotland.

For limited company with registered office address in either England or Wales, different sets of charges and mortgages forms to use for the filing with Companies House.

Charges and Mortgages Forms

Charges and mortgages forms for limited company registered in England and Wales.

Limited company must register the security give on loan using the correct charges and mortgages forms with Companies House forms within 21 days.

Form referencePurpose of filing
MR01Register particulars of a charge
MR02Particulars of a charge subject to which property of undertaking has been acquired.
MR03Particulars for the registration of a charge to secure a series of debentures
MR04Register a statement of satisfaction in full or part of a charge
MR04 continuation pageRegister a statement of satisfaction in full or part of charge continuation page to provide a description of instrument and short particulars of the property or undertaking charged.
MR05Statement that part or the whole of the property charged (a) has been released from the charge (b) no longer forms part of the company’s property
MR05 continuation pageStatement that part or the whole of the property charged (a) has been released from the charge (b) no longer forms part of the company’s property continuation page to provide
a description of instrument and short particulars of the property or undertaking charged and description of assets or property.
MR06Statement of company acting as a trustee
MR07particulars of alteration of charge (particulars of a negative pledge)
MR07 continuation page 1particulars of alteration of charge (particulars of a negative pledge) continuation page to provide description of instrument.
MR07 continuation page 2Register particulars of alteration of a charge (MR07 continuation page 2)
MR08particulars of a charge where there is no instrument
MR09particulars of a charge subject to which property or undertaking has been acquired where there is no instrument
MR10Particulars for the registration of a charge to secure a series of debentures where there is no instrument
RM01notice of appointment of an administrative receiver, receiver or manager
RM02notice of ceasing to act as an administrative receiver, receiver or manager

Security on loan

UK company law requires limited company to register the security they given for their loan and borrowing with Companies House within 21 days.

The purpose of the registration is to ensure its security in the event of liquidation. Companies House refers the security for a loan as a charge or mortgage. The registration of a charge or mortgage can be by your company or your lender or your lender’s agent.

When registering a charge or a mortgage, your company is required to complete the relevant Companies House Charges and Mortgages Forms. Your company must submit the completed form together with the original document for proof of the security to Companies House.

There are consequences for failed to register the security within the 21 days.

Charges must be registered with Companies House

limited company incorporated in England, Wales and Northern Ireland must register the following charges with Companies House.

  • A charge on land or any interest in land, other than a charge for any rent or other periodical sum issuing out of land
  • A charge created or evidenced by an instrument which, if executed by an individual, would require registration as a bill of sale
  • A charge for the purposes of securing any issue of debentures
  • A charge on uncalled share capital of the company
  • A charge on calls made but not paid
  • A charge on book debts of your company
  • A floating charge on the company’s property or undertaking
  • A charge on a ship or aircraft, or any share in a ship
  • A charge on goodwill or on any intellectual property

Registration of charges for Scottish limited company is not exactly the same.

New companies house forms

With effect from 1 October 2009, the Companies Act 2006 requires limited company to use the new companies house forms for filing information with Companies House.

Companies House will reject your company’s Confirmation Statement if you have changed your company details but no relevant form was filed for the change.

For example, you have recently changed your company registered office address to your home address and you specify your home address as your company registered office address in your confirmation statement but companies house records have your old registered office address and did not receive the form AD01 from you.

New form referencePurpose of filing
AA01Change of Accounting Reference Date
AD01Change of Registered Office Address
AD02Register your sail address
AD03Change of sail address
AD04Change of location of your company records to the registered office
AP01Director Appointment
AP02Corporate Director Appointment
AP03Secretary Appointment
AP04Corporate Secretary Appointment
CH01Change of Directors Particulars
CH02Change of Corporate Directors Particulars
CH03Change of Secretary Particulars
CH04Change of Corporate Secretary Particulars
TM01Directors Resignation or Removal
TM02Secretary Resignation or Removal
PSC01Give notice of individual person with significant control
PSC02Give notice of relevant legal entity with significant control
PSC03Give notice of other registrable person with significant control
PSC04Give notice of change of details for person with significant control
PSC05Give notice of change of details for relevant legal entity with significant control
PSC06Give notice of change of details for other registrable person with significant control
PSC07Give notice ceasing to be an individual person with significant control
PSC08Give notice of PSC statement
PSC09Give notice of update to PSC statement
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