Brexit with no deal scenario

Companies House has issued a guidance to prepare UK companies in the event of brexit with no deal scenario. Of course, we are all desire the best deal scenario that is UK would leave EU with a deal. Deal or no deal on Brexit, we all recognize that UK government is moving the country forward independently which is a great move. We have great confidence that UK will roar with deal or no deal. We can do it!

Deal or no deal?

Brexit may have created uncertainty. With deal or no deal, this will soon pass. We, human beings can adapt to changes fairly quickly. If we can adapt then your business can adapt too because you are the one driving your business forward.

Changes affect companies on Brexit

Companies House has issued a guidance for businesses that may require to change its legal status in the event of Brexit with no deal scenario.

At the moment, according to the guidance, businesses that may be affected are as follows.

  • A European entity formed under EU Law
  • A UK company with an EEA corporate officer
  • A UK company involved in a cross border merger
  • A EEA company

The guidance outlined what is going to happen to the businesses fall under the categories mentioned above. Thus, it is worth reading the guidance to find out what you would need to prepare and how you are going to do it on Brexit. In addition, the guidance also outlined what is going to happen if you do nothing about it.

Changes to Companies House forms

Companies House forms will change in the event of Brexit with no deal. For this purpose, Companies House has also issued a guidance on what forms changes on Brexit. For easy reference, the guidance categorized the forms into the following.

  • Corporate officers
  • Societas Europaea (SE)
  • European Economic Interest Grouping (EEIG)
  • Confirmation statement
  • Cross borer mergers
  • Overseas companies
  • Discontinued forms after brexit.

Click here for the guidance on changes to Companies House forms in the event of no deal Brexit. If you have any questions, do not hesitate to contact Companies House or our accountants.

Procedure to change company name

Procedure to change company name with Companies House is slightly different for each company. Normally, It is dependent on your company’s circumstances.

Generally, limited company registered with Companies House in the United Kingdom is allowed to change their company name. Commonly, people change it company name because existing company name were not appropriate given the new business activities to undertake.

And keeping the existing company’s trading history and the length of years established provides advantage to the business compared to newly set up limited company. That’s why, many people just starting a business seek to buy a ready made company. Later, change the company name to suit their business brand.

Let’s look at each procedure to change your company name below.

  • 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

Certificate of incorporation on change of name

First of all, your company name is officially changed to your new desired name after Companies House issued the certificate of incorporation on change of name to your company.

In order for that to happen, you must send the correct Companies House forms, the resolutions or court orders together with the statutory fee payable to Companies House.

Procedure for change company name by special resolution

First method, 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 which is the form NM01, Together with the appropriate statutory fee and a copy of the resolution to Companies House.

Procedure to company name by special resolution conditional upon some event

Second method, your company can change its name upon satisfaction of a condition. This procedure is slightly different to that of unconditional company name change.

In this case, you must use the Companies House form NM02. Accordingly, 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. You do not pay the statutory fee if the condition has not yet been met.

Subsequently, your company must send the Companies House form NM03 when the condition has been satisfied. You must also send in the copy of the resolution accompanied by the statutory fee.

Companies House issues certificate for company name change when they receive all the important documents and forms and the correct statutory fee.

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

Third way to change your company name is when there is a provision in your company’s articles of association allowed you to do so.

If no such provision found in your company’s articles of association, then you must amend your articles to include such provision. Thereafter, you apply to change your company name using this method.

In this case, you must complete the Companies House form NM04 and send to Companies House together with the statutory fee.

Procedure for change of name by resolution of directors

Fourth way to change your company name is by resolution of directors. Where 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. In this case, you must complete the form NM05 and deliver the notice of change of name by resolution of directors. No statutory fee is payable in this circumstance.

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. In this case, your company must change its name within 14 days. You must send 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

Lastly, 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, you may complain to the Company Names Tribunal at the UK Intellectual Property Office (www.ipo.gov.uk/cna). The tribunal is also known as the Adjudicator.

Alternatively, you may bring your case to the High Court. Either way, you must have strong evidences to support your claim. You may need to hire barristers to represent you in court.

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

You may apply for company name change using Companies House’s standard name change service. It will take 5 working days upon receiving all required documents and forms from you.

Companies House also offers same day company change of name service. In this case, you will get your company name changed within one business day. However, there is a cut off time for the same day service. You must make your order before 2pm in order for Companies House to process your application on the same day.

Can I register a change of name and re-registration of my company at the same time?

Yes, you can combine the application for change of name and re-registration of your company. For example, changing your company names from BEST IN TOWN LIMITED to WORLD BEST SPEAKERS PLC. For the re-registration from a private limited company to a public limited company, you must complete the form RR01.

Seek accountants help if you would like to change your company and would like to know how to go about it.

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. Bear in mind, Companies House would not accept P O Box address as your service address.

However, you must still provide your home address details but it would not be published. It is for Companies House records only.

The purpose of this is that of Companies House could send reminders to your directors. Especially, when your company accounts and/or confirmation statement are overdue. You must include your director service address in your Confirmation Statement.

Changes in director service address

You must keep your service address record up to date with Companies House. If there is any changes to your service address, you must notify Companies House. Accordingly, you submit the relevant Companies House forms within 14 days. In this case, you would send in the form CH01 to Companies House. You must do it online or on printed paper form. If you do it online, you require your authentication code.

Your service address can be the same as your registered office address

Your director’s service address can be the same your company registered office address. It can also be any other address as long as your director can access to mails sent to that address.

Nonetheless, you may use your home address as your company registered office address. At the same time, use as your director service address. In this case, Companies House would not made any reference as to the connection of your home address is also your company registered office address.

Most importantly, you must notify Companies House as soon as possible if your company director no longer able to access mails sent to his/her service address. You must give Companies House this news and provide a new suitable address as registered office and service address.

If you do not have a suitable address, you may use the address of a service provider. For this purpose, you would be required to provide proof of identity and proof of your home address. If you failed to do so, your address services would not be activated in the United Kingdom.

Charge and Mortgage Forms

Charge and mortgage forms to register the security given for your loan or borrowings. This is compulsory for limited company incorporated in England and Wales.

How to register a charge or a mortgage

Firstly, you must download the latest version of the relevant Companies House form to register your mortgage or a charge. You may find the form reference in the table along with the purpose of the form.

Go to GOV.UK website to download the latest form. Alternatively, you may type the form reference on google. For example, MR01. choose the link with the MR01 in PDF format.

Concurrently, your company must register the security give on loan using within 21 days.

Companies House forms

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

Delay to register a charge or mortgage

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

What is a charge or mortgage?

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. This will result in the debts being settled after all the registered secured creditors are being paid. Thus, it is imperative that you register the security on time.

Apply to Court for extension if delay to register a charge or mortgage

Companies House will not be able to extend the 21 days time limit allowed for registering a charge. You must apply to court for an extension. For this reason, do check with your accountant or lawyer if you find yourself in this situation. Companies House would not be able to guide your through the court process.

Who is responsible?

Your company director is responsible to register a charge or mortgage with Companies House. Failure to do so, will lead to your company being fined.

How to file a charge or mortgage

It is important that you register your charge or mortgage as soon as your transaction with your lender completed. For instance, if you borrow money to buy a property, and your lender put a charge on the property. You must register this as soon as possible.

In this case, you would download the correct Companies House forms i.e. the form MR01, from Companies House website. You fill in the form and submit it together with the legal documents evidencing the charge to Companies House within 21 days.

Shareholder rights

Shareholder rights of a limited company registered in the United Kingdom is spelled out in the Companies Act 2006.

Minority shareholder rights

Generally, minority shareholders have no say in the management of your company and in the running of your business.

In other words, a minority shareholder cannot do anything if the management of your company is inefficient. It is only the majority shareholders who can take action.

Therefore, your directors must act in good faith and in the interests of your company as a whole at all times.

Majority shareholder

On the other hand, majority shareholders can do anything permitted by the Memorandum and Articles. They can ratify almost any transactions, even retrospectively, in general meeting.

For instance, a sole shareholder can sue your company in his own name to protect his individual rights. For example, to compel board to accept his vote at the general meetings.

As a matter of fact, if there is unfair prejudice, fraud or gross negligence, your shareholder has the rights to call in the Department of Trade and Industry to investigate your company. In some circumstances the court can take actions against your company. However, your shareholder wanting to take action must hold at least 10% of your company shares.

Consequently, your directors may then lose the protection of limited liability. Thus, the court may order directors to compensate your company or your shareholder for loss.

Directors disqualification

As a rule, you cannot be a company director if you are already bankrupt or under a debt relief order. You have to wait till your disqualification ends. For this purpose, the provisions for directors disqualification is contained in the Company Directors Disqualification Act 1986.

First and foremost, the Company Directors Disqualification Act 1986 is introduced to stop incompetent or unscrupulous individuals from leading and managing companies for a period of time with the intention to abuse the law.

For this purpose, the Secretary of State maintains the Register of directors Disqualification Orders and it is open for public inspection.

Concurrently, you may also search Companies House database of disqualified directors. All you have to do is “search the register” by entering the company name, number or officer name. On the other hand, Companies House would automatically remove the director’s details from the database when his/her disqualification expired. Accordingly, the record is updated weekly.

Unfit conduct

Universally, you can be disqualified from being a company director if your conduct is deemed unift. For this purpose, unfit conduct include the following.

  • You allow your company to trade even when you know your company cannot pay it’s debts.
  • Intentionally not keeping proper accounting records.
  • Deliberately not deliver your company accounts and confirmation statement to Companies House.
  • Not paying your company taxes to HM Revenue and Customs.
  • Use your company’s money and assets for personal benefits.

Circumstances lead to director disqualification

Generally, you would be disqualified and banned from being a director if you are guilty and convicted of the offences.

  1. On conviction for an offence connected with promotion, formation, management or liquidation of the company.
  2. The company continued to trade with intent to defraud creditors (suppliers) even in the process of winding up.
  3. Guilty of a fraud in relation to the company.
  4. For non-compliance with the Companies Act with persistent default that is at least three offences within five years.

Length of disqualification

Generally, you can be disqualified up to 15 years. The court has the discretion whether or not to make the order. It must however, disqualify a director whose conduct in relation to the company, alone or together with his conduct as director of another company, make him in the court’s opinion, unfit to be concerned in the management of a company.

Company debts

In the event you are disqualified as a director, you are still jointly and severally liable for the debts of your company. Without reservation, the liability extends to anyone acting on your instructions.

Other restrictions

Furthermore, once you are disqualified from being a director, you would not be able to take on the following responsibilities.

  • Not allowed to sit on the board of a charity, school or police authority.
  • unfit to be a pension trustee.
  • Cannot be a registered social landlord.
  • Banned to sit on a health board or social care body.
  • If you are a solicitor, barrister or accountant, your professional bodies will remove you and you no longer able to continue your practice in your profession.

How director disqualification works

Commonly, you can be disqualified from being a director by the following bodies. Either of them can make an application to have you being disqualified.

  • The Insolvency Service
  • Companies House
  • The Competition and Market Authority (CMA)
  • The Courts
  • A company insolvency practitioner.

How to complete Confirmation Statement

How to complete Confirmation Statement CS01 form for Companies House. You may submit your CS01 form online using Companies House webfiling service or on paper by post.

The Confirmation statement replaces the annual return filing.

File Confirmation statement CS01 online

You would require your company authentication code to be able to file online. You follow on screen instructions to complete your CS01.

The online CS01 form populate your company information already on Companies House record. All you have to do is to check if the information is still valid. If there was changes since your last confirmation statement date, you would be able to file the relevant Companies House form straight away.

Say you have appointed a new company director, you would be able to file your AP01 form and the new director’s appointment will be updated on your CS01 form. It is that simple.

Likewise if certain compulsory information is omitted from your CS01 form, for example, if you have not yet submitted your Person with Significant Control (PSC) particulars, the system will prompt you to enter the information and it would not allow you to submit the CS01 form until you do.

Before you click submit, you must tick the box to declare all the information is accurate to the best of your knowledge. You would have to pay the statutory filing fee of £13 to Companies House online to complete your filing. Companies House will email you to confirm receipt of your submission and also to confirm if your filing has been accepted or rejected.

File CS01 on paper

More manual check is required when you file your Confirmation statement on paper.

Companies House will return your confirmation statement form if the CS01 form is incomplete and the information is incorrect. This is likely to happen if you put your new registered office address on your CS01 form but you did not file your AD01 form to change your registered office address with Companies House at the same time or beforehand.

Tips to help you

Company name and number

Make sure your company name and incorporation number match the information on Companies House website.

Business activity

You have provided the description of your company’s principal business activity and specify a SIC code. Choose the SIC code closely described your company’s business activity.

Registered office

The address entered in your confirmation statement CS01 form must match the registered office address held by Companies House.

If you are changing your company’s registered office address, you must complete the form called AD01 and send in together with your confirmation statement form.

Statement of capital

You must provide Shareholders details, classes of shares together with the voting right attached to each share.

Company directors and secretary

If there were changes in your company officers since the last confirmation statement date and you have not yet informed Companies House, you must fill in the appropriate forms below.

  • Use form AP01 if new director was appointed.
  • Use form CH01 if there was changes to director’s personal details.
  • For corporate director’s appointment, please use form AP02 and changes in details please use the form CH02.

Person with significant control (PSC)

You must disclose person with significant control of your company and update Companies House if there were changes during the pats 12 months.

Finally you must sign your confirmation statement form and enclosed the correct filing fee.

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.

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.

Subscribe to our Blog

Enter your email address to subscribe to this blog and receive notifications of new posts by email.

Join 10 other subscribers.

Concise Accountancy

Registered as auditors in the United Kingdom by the Association of Chartered Certified Accountants. Company no. 06781243. VAT no. GB 970543023. Registered office at 85 Great Portland Street London W1W 7LT United Kingdom.

© 2019 Concise Accountancy - All Rights Reserved