How to request authentication code

How to request your company’s authentication code from Companies House is easy.

The authentication code is a 6 character password made up of the combination of alphabets and numbers. The code is the equivalent of your company’s director or company secretary’s signature and it is linked to your company’s number. Please keep safe of the code.

You would require your authentication code to file your confirmation statement and company accounts using the webfiling service.

Forgot your authentication code

Forgotten your code? not to worry because you can request Companies House to re-send your authentication code to your company’s registered office address.

Companies House would only send your authentication code to your registered office address. They would not send your code to anywhere else no matter how hard you beg them to because the company law say so and they follow the company law.

How to request

  1. Sign in to Companies House web filing.
  2. Enter the email address and your password you registered for web filing service.
  3. Then, you will be directed to the sign in to a company page.
  4. You will see the link “request an authentication code” above the sign in blue button. Click on it.
  5. You will be directed to Request an authentication code page.
  6. Step 1 : Select where your company was incorporated. Enter your company number then click the continue button.
  7. Step 2: Review your company information displayed to make sure it is correct. Your company registered office will be displayed there. if it is correct then you click on the request code button.

How long does it takes to arrive

It takes about 5 working days to reach your registered office address. If you did not receive the code after 5 working days, contact Companies House or contact us.

No access to registered office

No access to your mails sent to your registered office address? Then you must change your registered office address immediately.

In this circumstance, you must file a Companies House form AD01 to change of your registered office address on paper. Then wait for the Registrar of Companies to approve and publish your new registered office address on the public record after that you sign in to Companies House’s webfiling service to request your authentication code again. Follow the same steps above. This is a lengthy process.

Companies House propose to strike off

Companies House is proposing to strike off your company in this situation it is critical for you to avoid the dissolution and get your authentication code promptly before it happens.

Contact Companies House to explain your registered office situation in writing. Companies House would reply to you to say if they approve your request whether they have discontinued the proposal to strike off. They would specify the date your overdue company’s confirmation statement or company accounts must reach them.

Companies House would issue prosecution notice to your company directors if your company’s documents still not filed after the specified date.

Change registered office and get authentication code at the same time.

There is a way to change your registered office address and get your authentication code at the same time. Our accountants can help you.

Companies House has the discretion to allow this on case by case basis. We will write to Companies House on your behalf to explain your situation together with supporting evidences and prepare the required documents and Companies House form for your director’s signature. You are to send the signed documents back to us then we will take care of Companies House administration for you from there.

Company dissolved while waiting for authentication code arrived

It is possible your company be struck off while you are waiting for your authentication code to arrive. You can avoid this by writing to Companies House as discussed above.

Companies House would dissolve your company without hesitation if you do not communicate with them of your intention to keep your company.

Once your company is dissolved, you can restore your company through administrative restoration. You must apply to Companies House for this.

Administrative restoration

Application for administrative restoration with Companies House is straight forward. Companies House would require you to bring your company’s filings up to date. This includes your company accounts and your confirmation statement.

Record shares transfers in Confirmation statement

Record shares transfers in Confirmation statement is inevitable. Generally, you are required to disclose your shares transactions during the year with Companies House.

For this purpose, it is important to complete your Confirmation statement correctly when you have shares transfers during the year. Otherwise, Companies House will reject your confirmation statement if the shareholders section of the form is incomplete or with errors.

Shares transfers illustration

For example, you have 100 shares issued to yourself when your limited company was incorporated. Subsequently, you transferred one share to your friend and 49 shares to your wife on 01 January 2019.

The table below show how to record shares transfers in Confirmation statement.

NameClass of shareNo. of shares heldNo. of shares transfer’dDate of reg.or transfer
MeOrdinary505001.01.2019
WifeOrdinary49
FriendOrdinary1
Total100

Correspondingly, you enter the date of transfer of 01 January 2019 next to your name only. Do not put the date of the transfer of 1 January 2019 in your wife or your friend name.

Accordingly, Companies House would recognize the transfer date of 01 January 2019 is the date of your wife and your friend received the shares.

Particularly, ensure the total number of your limited company’s shares in the column, number of shares currently held equal to total shares issued by your limited company. Otherwise, Companies House will return your Confirmation statement to your company’s registered office for amendment.

On the other hand, you may contact Companies House if you have questions about your shares transfers or filing your confirmation statement.

Confirmation statement is a snapshot of your company information registered with Companies House. Your company is required to submit this document at least once very 12 months. Failure to file your confirmation statement is a criminal offence.

Re-register from private limited company to public limited company

Re-register from a private limited company limited by shares to a public limited company (PLC) with Companies House. Before anything else, your company must pass a special resolution.

Desired name for PLC

Firstly, you must enter your existing company full name and registration number. Your company name and registration number must match your certificate of incorporation or certificate of change of company name. Subsequently, you enter your desired company full name of re-registered company.

Companies House form RR01 and supporting documents

Your company must complete the Companies House form RR01 for your application to re-register your private limited company as a public limited company. Then, send your application form to Companies House.

The application must include the following legal documents.

  • A copy of the special resolution that the company should re-register as a public limited company.
  • A printed copy of the amended articles of association
  • The balance sheet
  • Your auditor’s written statement under section 92(1)(c) of the Companies Act 2006.
  • Your auditor’s unqualified report
  • Copy of the valuation report if recent allotment of shares for a non-cash consideration under Section 93(2) of the Companies Act 2006.
  • Statement of the proposed secretary to be included If your company do not have a secretary.

Your director or company secretary must sign the RR01 form.

Authorized minimum share capital

On one hand, your company must have an authorized and allotted share capital of £50,000 or more. With fully paid premium and a minimum of 25% paid up nominal value for each share.

Company secretary

Generally, a public limited company must have a company secretary. Therefore, you must provide details of your company secretary in your RR01 form. Essentially, person to hold the position as your company secretary must have the required skills and qualifications.

For example, the person to qualify as your company secretary must hold a membership of one of the professional accountancy bodies i.e. The Association of Chartered Certified Accountant ACCA.

You company secretary can be an individual or a corporate body. You must enter your company secretary details in the form RR01.

Statutory fee

Lastly, don’t forget to include a cheque or postal order to pay the statutory fee to Companies House for your application to re-register. Otherwise, your application will not be processed without the fee. Write your cheque payable to Companies House.

Company seal

Limited company uses an company seal to endorse and officialese formal contracts, lease agreements and share certificates. The seal is also known as corporate seal or common seal.

Your director must authorize the use of your corporate seal, if your company must have it as spell out in your Articles of Associations

Generally, your director and/or company secretary must witness and sign the document whenever a seal is affixed.

In other words, use of the corporate seal is not compulsory unless your Articles of Association required it.

For this reason, a signature of your company director or your company secretary, either or both, on behalf of your company has the same effect as if the document had been executed under seal.

On the other hand, you may require a seal for conducting business abroad or entering into contracts with overseas customers or suppliers. Their legal representatives may require that your company affixes an official seal to the commercial contracts.

Traditionally, many companies still use either a a seal to execute official documents in the United Kingdom. This is because its use is perceived as a strong authority in signifying a genuine document.

When to order

Normally, you would order your seal after your limited company have been successfully incorporated. This is because you must provide your company name and registration number. You may find this information in your certificate of incorporation.

Plier and Embossers to officialise documents

There are many types of seal you could buy in the United Kingdom. The HPI Plier range and LWI embossers. Both products range produce high quality imprints on paper up to 120gsm.

Each of this embosser and plier comes with a standard circle layout with your company name and registration number. You may also add your own logo to your plier or embosser for an extra cost.

Audit Exemption for subsidiary

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

You must submit the following documents to Companies House to claim the exemption. And the 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.
  • The completed Companies House form AA06. This is the statement of guarantee by a parent undertaking of a subsidiary company in respect of the relevant accounting year. The law supports this is the section 479C of the Companies Act 2006.
  • A copy of your parent undertaking’s consolidated accounts. This includes a copy of the auditor’s report and the annual report on those accounts.

Your Parent’s consolidated accounts must consolidate your subsidiary accounts either for the relevant financial year or to an earlier date in the same financial year. Another thing is your parent undertaking must also disclose in the notes to their consolidated accounts that your subsidiary is exempt from auditing their accounts. This includes the law which it relies on which is the section 479A of the Companies Act 2006.

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

Take note that the audit exemption will only be available if your subsidiary company’s financial year ends on or after 1 October 2012.

Company not allowed to claim audit exemption as a subsidiary

In short 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 must present the following information.

  • Registered name and number of your subsidiary.
  • Your subsidiary’s financial year to which the guarantee relates.
  • The statement date.

You must also include the details of the section of the Companies Act 2006 under which the guarantee is being given. For examples,

  • 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.

In addition, you must also provide the name of your parent undertaking such as if the parent was incorporated in the UK, its registered name and registered number. In the case of 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.

The Effect of the guarantee and when it takes effect

In effect the 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. It remains in force until all of the liabilities have been satisfied.

Audit exemption compliance

For example, your balance sheet in your individual company account must include an audit exemption statement to the effect that. This is as follows.

  • 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.

Seek accountants help if you are not familiar with consolidation of group accounts. Companies House may seek clarification on your subsidiary filing.

Company accounts

Send your subsidiary company accounts on time to Companies House. Otherwise you would receive automatic late filing penalty even if your accounts just late by one one. The penalty starts from £150 to £1500 depending how late.

However you can avoid late filing penalty. Start preparing your accounts soon after the year end. With this would allow ample time for filing.

Companies House may strike off company with long overdue accounts. They usually send reminders to your registered office. If there is no response from you then they would initiate the proposal to strike off. Write to Companies House if you would still like to keep your company and state your reasons. Companies House will response to your request whether they approve. If they do, you must comply to their specified deadline.

Confirmation statement

Another document you must send to Companies House every year is the confirmation statement. This document would have nothing to do with your company performance or your profit and loss or your balance sheet. It is a statement to confirm that your company information is still valid as at your confirmation statement due date.

Authentication code

You can file your confirmation statement online or on paper. You would require your authentication code to file online. The code is the electronic equivalent of your company director’s or secretary’s signature. Therefore do not share your code with anyone and always keep it safe..

Do not worry if you have misplaced or someone has got hold of your authentication code. If you have misplaced your code request it again from Companies House. It takes 5 working days for the code to arrive at your registered office.

If you cannot get your letter sent to your registered office you must change your registered office. After that request the code again.

Companies House would not send your code to anywhere else. No matter how hard you try to persuade them. They would just say no. They just do what the law says.

On one hand if someone has your code. It is possible to change it. You can do so using the webfiling service. You can reset your code there.

It is imperative you file your confirmation statement on time too. This is to avoid Companies House dissolve your company. Once your company has been dissolved, you would have to restore it if you still like to keep it.

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 you can choose to disclose less information in your company accounts compared to that of a medium-sized or a large company.

Criteria to qualify as a small company

To qualify 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

Company cannot prepare and submit small company accounts

Your company cannot prepare and submit small company accounts with Companies House if one of the following event has took place. Your company are, or was at any time during the financial year:

  • 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

Above all, financial services companies are regulated by the Financial Conduct Authority.

Eligible to deliver small company accounts every year

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

On one hand If your company 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

Basically 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

Generally 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.

Without reservation your 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.

On the same note, 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 the profit and loss account your company must state this fact on the balance sheet. Otherwise you only deliver a signed balance sheet with disclosure notes to Companies House.

For further reading 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.

How to keep same company name and avoid late filing penalty

How to keep same company name and avoid paying late filing penalty? Basically, you dissolve the company already incurred the late filing penalty then setup new one with the same company name. Thus, you do not have to pay late filing penalty. Is this legal? yes.

Conventionally, the Companies Act does not stop company director to dissolve a limited company and setup a new one with the same company name to avoid paying late filing penalty.

Automatic late filing penalty

Commonly, company dissolve their limited company and setup a new one with the same company because firstly, they want to keep the same company name and secondly they do not want to pay the expensive late filing penalty.

Typically, their company incur late filing penalty because they did not file their dormant account thinking it is a dormant company and it has nothing to show anyway.

Unfortunately, Companies Act said otherwise. You will get automatic late filing penalty unless you can show your circumstance is exceptional. In that case, Companies House may waive the penalty.

Universally, the maximum late filing penalty for late filing of company accounts is £1500 for a private limited company and £7500 for a public limited company.

For that reason, sometime it is cheaper to setup a new company with the same name and avoid the late filing penalty altogether. Before, you could setup the new company with the same name, you must dissolve the existing company with the late filing penalty first.

This is only possible for a dormant company that has never traded before. And, it has no bank accounts. This is because your new company would have a different registration number to that of your existing dormant company. Legally, the new company is a completely new entity with no trading history.

Once you have legally dissolved your dormant company, you do not have to pay the late filing penalty. Also, no further filings for that dissolved company.

Step by step to dissolve company with late filing penalty and setup new one with the same name

Generally, this is how to keep same company name and avoid late filing penalty. First of all, you must initiate the company dissolution process with companies House.

Actions to takeCompanies House applications
Step 1 Submit your application to strike off your limited company with Companies House. Your director must sign the form DS01.

Step 2
Once your limited company is dissolved by Companies House, you may then incorporate a new limited company with the same name by submitting your new company incorporation form, the IN01 with Companies House.

The dissolution process will take about two months to complete provided no third party objection. Your application will be published in the Gazette.

Your company registration process should take about one business day. Usually, it is done online.

Companies House will reject your company incorporation form if your existing dormant company dissolution is still in progress as your company name is considered not available or already taken.

It is possible to carry out your dormant company dissolution and new company incorporation yourself if you have time to monitor and check with Companies House of the dissolution progress. the timing is crucial here to avoid your company name being registered by someone else after it was dissolved.

Seek accountants advice if you are not familiar with company dissolution and incorporation.

Companies House Register

You may get information about a limited company from Companies House register for free. You may do the search for limited liability partnership search as well.

Company search

You would require the company’s name or registration number, officer or director’s name to begin your search.

Companies House register published filing history

The information you may obtain from the Companies House Register include the entire filing history of the company since they were incorporated to present date.

The information you may get include the following:

  • Director’s name and date of birth (without the actual day of the birthday, you just get the month and the year of birth)
  • Director’s service address where you can contact he/she through that address.
  • Company accounts
  • Confirmation statements
  • Charges lodged
  • Share capital
  • Business activity (SIC code)

Current filing status

You would also see the company’s current status – Active or proposing to strike off.

Companies House would propose to strike off your company if your filing is not up to date, for example, your confirmation statement and/or company accounts are overdue. The required documents would be highlighted in red.

If you see a company with an active status, this means their company’s filing is up to date. They are a good standing company.

Stamp duty land tax for residential property

You must pay stamp duty land tax for residential property in the United Kingdom. Below is the current stamp duty land tax applicable for buying a UK residential property.

If you buy a FREEHOLD property using a person’s name, Let say, your property purchase price is £2,500,000.

Stamp duty land tax for first property

Purchase price bands %SDLT Due
Up to £125,000 00
Above £125,000 and up to £250,000 2£2,500
Above £250,000 and up to £925,000 5£33,750
Above £925,000 and up to £1,500,000 10£57,500
Above £1,500,000 + 12£120,000
Total SDLT due £213,750

Stamp duty land tax for second property

Purchase price bands%SDLT due
Up to £125,0003£3,750
Above £125,000 and up to £250,0005£6,250
Above £250,000 and up to £925,0008£54,000
Above £925,000 and up to £1,500,00013£74,750
Above £1,500,000 +15£150,000
Total SDLT due£288,750

For LEASEHOLD property, the SDLT rates on your lease premium is the same as above. You also have to pay SDLT on your rent according to your lease, up to £125,000 is zero and above £125,000 is at 1%.

Use the GOV.UK Stamp Duty Land Tax Calculator to work out how much stamp duty you have to pay for your property.

There are different SDLT rules if you are buying your property using a limited company. Property purchased using a limited company may subject to Annual Tax on enveloped dwellings tax.

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