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2003-11-11T09:56:00.000-08:00

Auditors

Contents

Introduction
1. Appointment of auditors
2. Removal of auditors
3. Further information
This is a guide only and should be read with the relevant legislation.

Introduction
This booklet briefly explains the role of a company auditor. It outlines which companies must appoint an auditor and the circumstances when an auditor is not required. It also explains the procedure for appointing and removing auditors from office.

The booklet does not cover the role of a 'reporting accountant' appointed to charitable companies which are partially exempt from audit. For information on this, please refer to our booklet 'Accounts and Accounting Reference Dates'.

You will find the relevant law in the Companies Act 1985 (as amended in 1989 and later).

CHAPTER 1
Appointment of auditors

1. What is an auditor?

An auditor is a person who makes an independent report to a company's members as to whether its financial statements have been properly prepared in accordance with the Companies Act 1985. The report must also say if a company's accounts give a true and fair view of its affairs. Most companies are required to have their accounts audited - see question 2 below.

2. Must all company accounts be audited?

No. If they qualify for exemption and wish to take advantage of it, dormant companies and certain small companies do not have to have their accounts audited.

To qualify for audit exemption as a small company, the company must:

qualify as small;

have a turnover of not more than £1 million; and

have a balance sheet total of not more than £1.4 million.
NOTE: For accounts covering a financial year that ended before 26 July 2000, the turnover must not be more than £350,000)

For a charitable company to qualify for total audit exemption, it must qualify as small, its gross income must not be more than £90,000 and its balance sheet total must not be more than £1.4 million.

Charities with a gross income between £90,000 and £250,000 and a balance sheet total of not more than £1.4 million qualify for partial exemption.

Dormant company audit exemption may be claimed by a limited company that has not traded during a financial year, and provided it meets certain other criteria. See our booklet, 'Dormant Companies'. Dormant companies do not need to appoint auditors and can deliver very basic accounts to Companies House.
More information about audit exemption for dormant companies and small companies is available in our booklet, 'Accounts and Accounting Reference Dates'.
Audited accounts must be delivered to Companies House if a company falls into any of the following categories:

(a) A parent company or subsidiary undertaking (unless dormant for the period during which it was a subsidiary) except where the group:

qualifies as a small group or would qualify if all the bodies corporate in the group were companies; and

the turnover for the whole group is not more than £1 million net or £1.2 million gross (for a financial year that ended before 26 July 2000 or if the company is a charity, the combined turnover must not be more than £350,000 net or £420,000 gross); and

the combined balance sheet total is not more than £1.4 million net (£1.68 million gross).
(b) A member of a group of companies in which any member is:

a public company or body corporate which (not being a company) has power under its constitution to offer shares or debentures to the public;

a person who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity; or

a person who carries on insurance market activity.
(c) A person who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity.

(d) A person who carries on insurance market activity.

(e) An appointed representative within the meaning of s.39 of the Financial Services and Markets Act 2000

(f) A public limited company unless the company is dormant. See our booklet 'Accounts and Accounting Reference Dates'.

(g) A special register body or an employers' association under the Trade Union and Labour Relations (Consolidation) Act 1992.

(h) A company where an audit is required by a member or members holding at least 10% of the nominal value of issued share capital, or holding 10% of any class of share or - in the case of a company limited by guarantee - 10% of its members in number.

3. How is a company auditor appointed?
The directors appoint the first auditor of the company. The auditor then holds office until the end of the first meeting of the company at which its accounts are laid before the members. At that meeting the members of the company can re-appoint the auditor, or appoint a different auditor, to hold office from the end of that meeting until the end of the next meeting at which accounts are laid.

However, private companies can pass an 'elective resolution' not to lay accounts before the members in a general meeting. If this is done, then the auditor has to be re-appointed, or a new one appointed, at another meeting of the company's members that must be held within 28 days of the accounts being sent to the members.

Private companies can also pass an elective resolution dispensing with the need to appoint an auditor every year. If that happens, the auditor already appointed remains in office without further formality until a resolution is passed to re-introduce annual appointment or to remove him or her as auditor. For more information on resolutions, see our booklet 'Resolutions'.

4. What does an auditor do?

The auditor will check the accounts and accounting records of the company and prepare a report for the company's members.

The report will say if the company's annual accounts have been properly prepared in accordance with the Companies Acts and if they give a true and fair view of the company's financial affairs. The auditor will also consider if the information given in the directors' report is consistent with the annual accounts.

If in the auditor's opinion, the accounts or directors' report does not comply with the Companies Act, the auditor will say so in the report.

5. Can my accountant be my auditor?

An auditor must be independent of the company, therefore, a person cannot be appointed as an auditor if they are:

an officer or employee of the company or an associated company;

a partner or employee of such a person, or a partnership of which such a person is a partner
If your accountant does not fall into one of the above categories and if he or she has a current audit-practising certificate issued by a recognised supervisory body, they may act as the company's auditors.

REMEMBER: Not all members of a recognised supervisory body are eligible to act as an auditor but the appropriate body will be able to tell you whether a particular individual or firm has a current audit-practising certificate.

6. What and who are recognised supervisory bodies?

These are bodies recognised by the Secretary of State as having rules designed to ensure that auditors are of the highest professional competence. Each recognised body has strict regulations and a disciplinary code to govern the conduct of their registered auditors. The five recognised bodies are:

The Institute of Chartered Accountants of Scotland
27 Queen Street
Edinburgh EH2 1LA
Tel: 0131 225 5673

The Institute of Chartered Accountants in England and Wales
Professional Standards Office
Silbury Court
412-416 Silbury Boulevard
Central Milton Keynes
MK9 2AF
Tel: 01908 248100

The Institute of Chartered Accountants in Ireland
Chartered Accountants House
87-89 Pembroke Road
Dublin 4
Tel: 0035 3166 80400

The Association of Chartered Certified Accountants
1 Woodside Place
Glasgow
G3 7QF
Tel: 0141 309 4080

The Association of Authorised Public Accountants
10 Lincoln's Inn Fields
London
WC2A 3BP
Tel: 020 7396 5954

REMEMBER: You can ask your auditor to confirm that he or she is registered with one of these bodies or you can contact the appropriate body.

7. Is an auditor only concerned with annual accounts?

Yes. However, there is nothing to stop you employing an auditor for other purposes, such as keeping the books or compiling the tax return, provided he (or she) does not take part in the management of the company. You should agree an engagement letter that sets out the auditor's duties. For instance, the company may want the auditor to prepare a management report after an audit, listing all the minor faults that were found even if they have been corrected.

CHAPTER 2
Removal of auditors

1. Can an auditor be removed?

Yes. The members of a company may remove an auditor from office at any time during his (or her) term of office or decide not to re-appoint the auditor for a further term. They must give the company 28 days' notice of their intention to put a resolution to remove the auditor, or to appoint somebody else, to a general meeting. A copy of the notice of the intended resolution must be sent to the auditor, who then has the right to make a written response and require that it be sent to the company's members.

Although a company may remove an auditor from office at any time, the auditor may be entitled to compensation or damages for termination of appointment.

If an auditor ceases for any reason to hold office, he must deposit a statement at the company's registered office. The statement should set out any circumstances connected with his ceasing to hold office that he considers should be brought to the attention of the members and creditors of the company.

If there are any such circumstances, the company must send a copy of the statement to all the members of the company unless a successful application is made to the court to stop this. If the auditor does not receive notification of an application to the court within 21 days of depositing the statement with the company, the auditor must within a further 7 days send a copy of the statement to Companies House for the company's public record.

If there are no such circumstances, the auditor must deposit a statement with the company to that effect. This statement need not be circulated to the members.

CHAPTER 3
Further information

1. How do I send information to the Registrar?

You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh.

You may also send documents by post or by the Hays Document Exchange service (DX). If you send documents, please address them to:

For companies incorporated in
England & Wales: For companies incorporated in
Scotland:
The Registrar of Companies
Companies House
Crown Way
Cardiff CF14 3UZ

DX33050 Cardiff
The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh EH1 2EB

DX ED235 Edinburgh 1

We will only acknowledge receipt of documents at Companies if you provide a stamped addressed envelope.

Please note: Companies House does not accept accounts or any other statutory documents by fax.

2. Where do I get forms and guidance booklets?

This is one of a series of Companies House booklets which provide a simple guide to the Companies Act.

Statutory forms and guidance booklets are available, free of charge from Companies House. The quickest way to get them is through this website or by telephoning 0870 3333636.

If you prefer you can write to our Stationery Sections in Cardiff or Edinburgh.

Forms can also be obtained from legal stationers, accountants, solicitors and company formation agents - addresses in business phone books.

2003-11-11T09:54:00.000-08:00

Directors and Secretaries Guide

Contents

Introduction
1. Limited companies: the basics
2. Role of a company director
3. Role and duties of a company secretary
4. What you have to send to Companies House
5. Quality of documents
6. Further information
This is a guide only and should be read with the relevant legislation.

Introduction
All companies must have officers. This means at least one director and a company secretary for a private limited company, and at least two directors and a company secretary for a public limited company. The director, or directors, must manage the company's affairs in accordance with its articles of association and the law. Certain responsibilities apply to all directors, whether executive or non-executive, and to all types of company whether trading or not. The company secretary is the chief administrator of the company.

This guide:

explains some of the main responsibilities of a company's officers; and

deals with some of the key requirements of the Companies Act 1985 in relation to the delivery of documents to Companies House. When we refer to 'the Act' in this booklet, we mean the 1985 Companies Act (as amended in 1989 and later).
The guide will not tell you everything about being a director or secretary, but it will give you a good idea of your responsibilities as they relate to Companies House.
If, after reading this guide, you are in doubt about your responsibilities, you should seek professional advice from a solicitor or accountant.

CHAPTER 1
Limited companies: the basics
1. Do I really need a limited company?

The majority of businesses are not companies. The reasons for having a company are varied, for example, it could involve ownership of property, obtaining investment funds, taxation or contractual relationships. Many businesses function satisfactorily as sole traders or partnerships.

The key point to recognise is that a company is a separate entity.

This means that it is a legal person in its own right.

It is separate from those who own or run it, and has 'limited liability'.
2. What does limited liability mean?

Limited liability gives the owners of the company (its shareholders) protection if the company fails.

This means that if a company is put into liquidation, the people who own the company will only be required to pay what they have already paid or agreed to pay towards settling its debts.

3. How do I set up a limited company?

If you decide, maybe after taking professional advice, that a limited company is the best thing for your business, you can buy a ready-made company from a company incorporation agent. Alternatively, you can incorporate a company yourself - for details see our booklets, 'Company Formations' and 'Company Names'.

4. What can I do with an unwanted company?

If you decide that you do not need a company that you have set up, you should consider putting it into voluntary liquidation. If the company cannot afford this, you may be able to apply for it to be struck off the register.

Our guidance booklets 'Liquidation and Insolvency' or 'Liquidation and Insolvency (Scotland)' and 'Strike-off, Dissolution and Restoration' or 'Strike-off, Dissolution and Restoration (Scotland)', will give you more information on these subjects.

CHAPTER 2
Role of a company director
1. Can anyone be a director?

Generally it is up to the members to appoint the people they believe will run the company well on their behalf. The only restrictions that prevent anyone becoming a director are:

the person must not have been disqualified by a court from acting as a company director (unless he or she has been given leave (permission) to act by a court for a particular company);
the person must not be an undischarged bankrupt (except with leave of the court);
in Scotland, anybody under the age of 16; and
for a PLC or their subsidiaries, anybody over the age of 70 unless specifically approved by a general meeting of the company.
2. What responsibilities does a director have towards Companies House?

Every company director has a personal responsibility to ensure that statutory documents are delivered to the Registrar as and when required by the Act. In particular:

accounts (only for limited companies);
annual returns (Form 363);
notice of change of directors or secretaries or in their particulars (Forms 288a/b/c); and
notice of change of registered office (Form 287).
Chapter 4 summarises what a limited company has to send to Companies House.
3. What happens if accounts or annual returns are not filed?

All the directors of the company could be prosecuted. Failure to deliver documents on time is a criminal offence. On conviction, a director could end up with a criminal record and a fine of up to £5,000 for each offence.

Alternatively, if the Registrar believes that the company is no longer carrying on business or in operation, he could strike it off the register and dissolve it. If this happens all the assets of the company, including its bank account and property, generally become the property of the Crown.

The company can only be restored to the register and continue in existence by means of a court order. See our booklet, 'Strike-off, Dissolution and Restoration' or 'Strike-off, Dissolution and Restoration (Scotland)', for details.

4. Are directors really prosecuted?

Yes. On average more than 1,000 directors are prosecuted each year for failing to deliver accounts and returns to the Registrar on time. Persistent failure to deliver statutory documents on time may also lead to a director being disqualified from taking part in the management of a company, for a specified period.

5. What happens if accounts are delivered late?

As a director of a private limited company, you normally have a maximum of 10 months from the accounting reference date in which to deliver your company's accounts to the Registrar. The accounting reference date is the date to which your accounts must be prepared.

As a director of a public limited company, you normally have a maximum of 7 months from the accounting reference date in which to deliver your company's accounts to the Registrar.

Important if your company's first accounts cover a period of more than 12 months, they must reach Companies House within 22 months of the date of incorporation for private companies and 19 months for public companies.

If accounts are received late, the company will automatically be charged a 'late filing penalty'. These penalties can be in addition to any fine imposed by a court - as explained in question 3 of this chapter. The late filing penalty will be calculated according to the following scale:

Length of delay Private
company Public
company
3 months or less £ 100 £ 500
3 months one day to 6 months £ 250 £1000
6 months one day to 12 months £ 500 £2000
More than 12 months £1000 £5000

See our booklet, 'Late Filing Penalties', for details.

6. How can prosecution and penalties be avoided?

Make sure your company complies on time with all its filing obligations, not only in connection with its accounts and annual returns, but in connection with all other documents required under the Act.

7. Isn't my accountant supposed to do all this?

Your accountant's responsibilities depend on the agreement you have with him or her. However, the responsibility to deliver accounts and other statutory documents rests entirely with the directors.

Ensure that your accountants have all the necessary information to prepare your accounts and get them audited on time. If necessary, chase your accountants. Don't just assume they are getting on with the job.

Accountants and financial advisers don't get prosecuted
or penalised for late filing.
You do!

8. Why does Companies House need this information?

In exchange for the benefits of trading with limited liability, companies must deliver certain information about themselves to the Registrar. He must then make this information available for inspection by the public so that they can make informed decisions about companies that they may wish to invest in or do business with.

Remember, delivery of documents does not take place until they reach the Registrar.

CHAPTER 3
Role and duties of a company secretary
1. Does every company need a secretary?

Yes. Section 283(1) of the Act says every company must have a secretary. Section 283(2) states that a sole director cannot also be the secretary.

2. Does a company secretary need any qualifications?

The company secretary of a public limited company needs to be qualified as explained below. The company secretary of a private limited company needs no formal qualifications.

Section 286 of the Act (qualifications of company secretaries) says that the directors of a public limited company must make sure, as far as reasonably possible, that the secretary, or each joint secretary, is a person who appears to them to have the proper knowledge and experience to carry out the functions of company secretary. In addition, the secretary must also be a person who:

is a member of any of the following bodies:
the Institute of Chartered Accountants in England and Wales;
the Institute of Chartered Accountants of Scotland;
the Institute of Chartered Accountants in Ireland;
the Chartered Association of Certified Accountants;
the Institute of Chartered Secretaries and Administrators;
the Chartered Institute of Management Accountants;
the Chartered Institute of Public Finance and Accounting; or

held the office of secretary (or assistant or deputy secretary) of the company on 22 December 1980; or

held the office of company secretary of a company (except a private company) for at least 3 out of the 5 years immediately before his or her appointment as secretary; or

is a barrister, advocate or solicitor called or admitted in any part of the UK; or

is a person who appears to the directors to be capable of carrying out the functions of company secretary, because he or she holds, or has held, any other similar position or is a member of any other body.
3. What are the duties of a company secretary?

They are not specified by the Act, but are usually contained in an employment contract.

Special duties

As the secretary is an officer of the company under section 744 of the Act, they may be criminally liable for defaults committed by the company. For example failure to file - in the time allowed - any change in the details of the company's directors and secretary, and the company's annual return.

The secretary may also have to make out a statement of the company's affairs if an administrative receiver or a provisional liquidator is appointed, or if a winding-up order is made. (Sections 47 (Section 66 for Scotland) and 131 of the Insolvency Act 1986.)

Other duties

The company secretary usually undertakes the following duties:

(a) Maintaining the statutory registers. These are:

the register of members (section 352);
the register of directors and secretaries (section 288);
the register of directors' interests (section 325);
the register of charges (section 407 or 422 for Scottish companies); and
for public companies only, the register of interests in shares (section 211).
(b) Ensuring that statutory forms are filed promptly. You cannot simply send a letter to notify the Registrar that you wish to change the situation of the company's registered office or that changes have occurred among directors or secretaries or their particulars. You should normally use forms 287 and 288a, b or c as appropriate. You may also use the annual return Form 363s in some circumstances if the return is due at the convenient time. Changes of directors' and secretaries' details must be notified within 14 days. There are many other forms that need to be delivered to the Registrar. See Chapter 4, 'What you have to send to Companies House', for more information.
(c) Providing members and auditors with notice of meetings. You must give them 21 days written notice of an annual general meeting. You must give them 14 days written notice of a meeting which is neither an annual general meeting or a meeting to pass a special resolution. If you are the secretary of an unlimited company, the written notice required is 7 days.

(d) Sending the Registrar copies of resolutions and agreements. You must send the Registrar copies of every resolution or agreement to which section 380 applies, for example special and extraordinary resolutions, within 15 days of them being passed.

(e) Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings - also copies demanded by anyone under section 239 of the Act. You must send accounts at least 21 days before a meeting at which they are to be laid - see section 238 of the Act.

(f) Keeping, or arranging for the keeping, of minutes of directors' meetings and general meetings.

(g) Ensuring that people entitled to do so, can inspect company records. For example, members of the company and members of the public are entitled to a copy of the company's register of members, and members of the company are entitled to inspect the minutes of its general meetings and to have copies of these minutes.

(h) Custody and use of the company seal. Companies no longer need to have a company seal but if they do, the secretary is usually responsible for its custody and use. (Company seals can be bought from legal stationers and company formation agents.)

4. Does a company secretary have any powers?

No, but the Act allows them to sign the following re-registration applications:

the re-registration of a limited company as unlimited - section 49(4) of the Act;

the re-registration of an unlimited company as limited - section 51(4);

the re-registration of a public company as a private company - section 53(1)(b); and

the re-registration of a private company as a public company - section 43(3).
The secretary is also allowed to sign most of the forms prescribed under the Act.

5. What rights does a company secretary have?

They depend on the terms of his or her contract with the company. The secretary has no special rights under the Act.

CHAPTER 4
What you have to send to Companies House
Company directors and secretaries are responsible for delivering information to the Registrar. There are over 200 forms that companies could file. The following information deals only with the most common forms and documents that companies will use.

1. Accounts

All limited companies, whether trading or not, must keep accounting records and file accounts for each accounting period with the Registrar.

Unless a company is claiming exemption as a medium-sized, small, audit-exempt or dormant company, the accounts will include:

directors' report signed by a director or the company secretary;
a balance sheet signed by a director;
a profit and loss account (or income and expenditure account if the company is not trading for profit);
an auditors' report signed by the auditor;
notes to the accounts; and
group accounts (if appropriate).
Our booklet, 'Accounts and Accounting Reference Dates', provides more information on preparing and filing accounts and about exemptions from filing.
Accounts must be produced to a standard that we can scan to reproduce electronically - see chapter 5.

Directors are personally responsible for ensuring that accounts are prepared and delivered to Companies House. Failure to do so may result in a criminal conviction and record for the director(s) and will result in financial penalties for the company.

2. Annual returns (Form 363)

An annual return is a snapshot of general information about a company giving details of its directors and secretary, registered office address, shareholders and share capital.

Companies House will send a pre-printed 'shuttle' annual return form to the company's registered office each year. It details the information already held on our database.

The details should be:

checked closely (and amended if necessary);
signed and dated; and
returned to us within 28 days of the date shown on the form, with the filing fee.
If you file the annual return late or not at all, the company and its director(s) and secretary can be prosecuted.
Please note that annual returns are quite separate from annual accounts. For more information about how to complete an annual return, refer to our 'Annual Return' booklet.

3. Change of accounting reference date - Form 225

Every company has an accounting reference date, which is the date to which the company's accounts are prepared each year. This date can be changed using Form 225. For more information, see our 'Accounts and Accounting Reference Dates' booklet.

4. Change of registered office - Form 287

It is vital that you keep us informed of the location of your registered office. All formal communications are sent there.

Every company must have a registered office: it is the 'home' of the company to which all official documents, notices and court papers have to be sent by law. The address must be a physical location, not just a post office box. This is because people have the right to visit your office to inspect certain registers and documents, and to deliver documents by hand.

You can change your registered office address by sending a completed Form 287 to the Registrar. The change becomes legally effective only when we have registered the form.

5. Change of directors and secretary and their details - Forms 288

There are three types of Form 288.

Form 288(a) is used for the appointment of an officer.

Form 288(b) is used for an officer ceasing to act (resignation, removal, death etc).

Form 288(c) is used for a change in details of an officer, for example, a change of name or new residential address.

All changes to directors' and secretary's details must be sent to the Registrar within 14 days of the change.
6. Allotments of shares - Form 88(2)

This form should be sent to Companies House within one month of the shares being allotted.

Our booklet, 'Share Capital and Prospectuses' gives more information about this.

7. Resolutions

Copies of any special or extraordinary resolutions and certain types of ordinary resolutions, need to be sent to Companies House within 15 days of them being passed by the company - our booklet, 'Resolutions', gives more information about this.

There is no special form to complete but the document must be produced to a standard that we can scan and reproduce electronically - see Chapter 5.

8. Mortgages and charges

Details of any mortgage or charge created by the company must be sent to Companies House within 21 days. See our booklet, 'Company Charges and Mortgages' or 'Company Charges (Scotland)'.

CHAPTER 5
Quality of documents
1. What happens to documents sent to Companies House?

The documents and forms you deliver to Companies House are scanned to produce an electronic image. The original documents are then stored, and the electronic image is used as the working document.

When your business contacts view the company record, they see the electronic image reproduced on-line. So it is important not only that the original is legible, but that it can also produce a clear copy.

This chapter lays down a few quality guidelines to follow when preparing a document for filing at Companies House.

2. What happens if my documents do not meet the guidelines?

Section 706 of the Act allows Companies House to reject documents that cannot be captured electronically, giving a notice saying why they are unacceptable. An acceptable copy must be delivered within 14 days of the notice (otherwise we treat the original as not having been delivered).

3. How should documents be set out?

Every document delivered to the Registrar must state in a prominent position the registered number of the company, and must comply with any requirements specified by the Registrar relating to the legibility of that document.

Briefly, documents should be on A4 size, plain white paper between 80gsm and 100gsm in weight with a matt finish. Text should be black, clear, legible, and of uniform density. Letters and numbers must not be less that 1.8mm high, with a line width of not less than 0.25mm.

When you fill in a form:
use black ink or black type;

use bold lettering (some elegant thin typefaces and pens give poor quality copies);

don't send a carbon copy;

don't use a dot matrix printer; and

remember - photocopies can result in a grey shade that will not scan well.
When you complete other documents, please remember:
the points already made relating to completing forms;

to use A4 size paper with a good margin;

to supply them in portrait format (that is with the shorter edge across the top);

to include the company number in the top right-hand corner of the first page.

Important: coloured ink can drop out (disappear) when a document is scanned to produce an image. To prevent this - always use black ink to complete and sign all documents.

4. What are the most common problems to avoid?

Glossy accounts
If you are producing colour-printed glossy accounts, please save them for your shareholders and others who will appreciate them. We still need black on white with a matt finish. A typed unbound version or printer's proof is ideal, provided it has the necessary signatures.

Members lists
Our requirements on document quality apply equally to the lists of shareholders that accompany annual returns and allotment forms.

If these are computer prints, it is essential that the print quality is good. We have particular problems with lists printed on green-lined computer paper. We can handle members lists on paper up to 14.5" x 12".

We will accept documents delivered on certain types of computer generated microfiche (comfiche) on a black master - as an alternative to paper - provided we can duplicate them on our diazo machines.

We may also be able to accept magnetic tape for very large listings.

5. Can I find out more about this?

For further guidance on print requirements and comfiche formats, contact 029 2038 0575

For guidance on acceptable magnetic tape systems and formats, contact 029 2038 0242.

CHAPTER 6
Further information
1. Can I use information from Companies House?

Yes. Company information is vital to informed decision-making.

At Companies House you'll find information on every company in Great Britain, from names and addresses to annual returns and accounts. But note that most unlimited companies do not have to file their accounts.

You can also get information about oversea companies that establish a place of business in this country or open a branch here.

You can order a company search by telephoning 0870 3333636 or by visiting any of our offices.

2. Where do I get forms and guidance booklets?

This is one of a series of Companies House booklets which provide a simple guide to the Companies Act.

Statutory forms and guidance booklets are available, free of charge, from Companies House. The quickest way to get them is through this web site or by telephoning 0870 3333636.

If you prefer you can write to our Stationery Sections in Cardiff or Edinburgh.

Forms can also be obtained from legal stationers, accountants, solicitors and company formation agents - addresses in business phone books.

If in doubt about your responsibilities, seek professional advice.

3. How do I send information to the Registrar?

You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh.

You may also send documents by post or by the Hays Document Exchange service (DX). If you send documents, please address them to:

For companies incorporated in
England & Wales: For companies incorporated in
Scotland:
The Registrar of Companies
Companies House
Crown Way
Cardiff CF14 3UZ

DX33050 Cardiff
The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh EH1 2EB

DX ED235 Edinburgh 1

We will only acknowledge receipt of documents at Companies if you provide a stamped addressed envelope.

Please note: Companies House does not accept accounts or any other statutory documents by fax.

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Registration Of New Companies

Checklist To Avoid Delays
Clear Completion
When you complete our forms or send us any documents, please remember that we electronically scan them. This is why we prefer you to complete the forms in black type. If this is not possible, use bold handwriting in block capitals. Always use A4-sized paper weighing 80-100 gsm2. The full requirements are contained in our guidance booklet, "Directors and Secretaries Guide", GBA1.

Company name
Is the company name available? Have you checked with Companies House Call Centre, (0)870 3333636 or the Company Names & Address Index? Please note, however, that we cannot reserve a name. Nor can we register a name which is identical to one which is already on the register. However, if you register a name which is "too like" an existing company name, the existing company has the right to object and we may direct you to change your name. Does the name contain a sensitive word? See our guidance booklet, "Company Names", GBF2.

Disqualified directors
Are any of the proposed director(s)/secretary(ies) disqualified from acting as a director? Check the Disqualified Directors Register.

Memorandum and Articles
Are these documents printed? Handwritten documents will be rejected as they may be difficult to scan for the public record. Are the paragraphs and pages of the Memorandum and Articles correctly numbered? Have the subscribers' names, addresses, signatures and share allocations (if appropriate) been entered on the Memorandum? Have the subscribers' names, addresses and signatures been entered on the Articles? Has the witness signed and dated both the Memorandum and Articles and supplied their names and addresses?

Form 10
Has the form 10 been fully completed, signed and dated and the presenter's details entered? If there are no other directorships, state 'none'. The form must be completed by at least one secretary and one director, who cannot be the same person. For all the addresses on the form, have you given their postcodes? Has page 3 been signed and dated by an agent on behalf of the subscribers or by all the subscribers?

Form 12
Have the necessary deletions been made? Has the declarant stated clearly in what capacity he or she is declaring the form, whether as a solicitor or as a secretary or director? Has the form been declared on or after the signing of all the other documents presented and in the presence of a commissioner for oaths or notary public, or a justice of the peace, or a solicitor?

Final check of documents
Check over all the documents to ensure that everything is in order before sending them to Companies House. For example, is the company name exactly the same throughout the documents? It will speed up your incorporation if you get it right first time.

Fee
Is the required £20 enclosed?

Copies
Have you taken copies of the completed incorporation documents? The Registrar retains the original incorporation documents delivered to him.

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Google-UK

Company Formation Services

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