Life of a Company - Part 2 Event Driven Filings - GP3
February 2014 - Version 3.3
as modified by the Companies Act 2006
Is this guidance for you?
This guide will be relevant to you if:
This guidance will show you what information you have to deliver to Companies House when particular changes occur within your company. We refer to the filings described in this booklet as 'event generated' because they arise as the result of a change in the company. That might include the appointment of a director, a change to your share capital, or a range of other changes. You have to tell Companies House about these changes so that they can update the public record for your company. In this way searchers will always have access to an up to date picture of your company.
This guide answers many frequently asked questions and provides information on completing the most commonly used filings relating to this area. The guide is not drafted with unusual or complex transactions in mind. Specialist professional advice may be needed in those circumstances.
This guide explains:
This guide will not cover every event that will come along during the life of a company. However, it will give you a good idea of your responsibilities as they relate to the specific areas covered and explain the filing requirements at Companies House. If, after reading this guide, you are in doubt about your responsibilities, you should consider seeking professional advice from a solicitor or accountant.
1. What responsibilities do the directors have to Companies House?
Directors have a responsibility to prepare and deliver documents, on behalf of the company, to Companies House as and when required by the Companies Act. These include, in particular:
2. What happens when there is a change in the company's directors or secretary?
The company must keep registers that contain details of its officers. They are:
Whenever there is a change to an officer's details, or a company appoints or terminates the appointment of an officer, it must update these registers.
The company must then file the appropriate form at Companies House within 14 days of the change.
The appropriate forms are:
Companies House will reject your document if it does not include the required information. However, where the information is completed but does not match our records, we may choose to accept the document but mark it as inconsistent with the public register. For further information, please see our guide on 'The Registrar Rules and Powers'.
For the minimum number of directors a company must have and the restrictions on being a director please see the guidance 'Incorporation and Names'.
3. What is the difference between a service address and a usual residential address?
A service address is one that can be used by a director to receive communications from third parties about the company. The service address can be the same as the person's residential address, or the registered office address of the company, or it can be somewhere different.
A residential address is the usual home address of the director concerned. It still has to be filed with the Registrar but it will not be available on the public record for everyone to see and will be held on a private register only available to predetermined organisations.
4. What is the difference between the register of directors and the register of directors' residential addresses?
The register of directors contains for each director who is an individual:
For directors that are companies or firms, the register of directors will include:
The register of directors' residential addresses contains the usual residential address of every director who is an individual. Provided that a director's service address is not the company's registered office, then the entry may be to the effect that the usual residential address is the same as the service address.
The register of directors must be kept available for inspection; the information on the register of directors' residential addresses must not be revealed. The company can only use the information in this register to communicate with the director and to deliver information to Companies House to update the records held there. The company can not use this information for any other purpose unless either the director has given his consent or if so required by the court.
5. What happens to the residential address supplied to Companies House?
Residential addresses will not appear on the public record so long as you only provide them in the correct part of the appointment or change of details forms. For paper forms this will be a separate page, for electronic filings this will be additional address fields. Companies House will only provide residential address information to Credit Reference Agencies and Specified Public Authorities. See guidance on 'Restricting the disclosure of your address'.
6. What is the role of a company secretary?
Private companies do not have to appoint a secretary unless their articles of association require them to, although they may choose to do so anyway.
A Public Limited Company (PLC) must have at least one secretary. More details about the appointment of a secretary to a PLC can be found in the guidance 'Incorporation and Names'.
The legislation does not set out the role of the company secretary; this is normally contained in their contract of employment. However, the company secretary might normally undertake the following:
The secretary is an officer of the company and may be criminally liable for defaults committed by the company.
7. What rights does a company secretary have?
It depends on the terms of their contract and is an internal company matter between the secretary and the company.
For the qualifications required by a public company secretary please see the guidance 'Incorporation and Names'.
Proof is the registrar's PROOF (PROtected On-line Filing) Scheme. It provides additional security relating to the delivery of directors details and registered office address for documents delivered electronically:
1. How do I change my registered office?
If, after registration, your company wishes to change the address of its registered office, you must notify Companies House of the new address on form AD01. Please note that your new registered office will not take effect until it has been entered onto our database.
Companies House uses the Post Office address database to verify addresses. To avoid delays please ensure you are using the correct address including full post code on all forms and documents sent for registration. Please remember that your registered office address must be a physical location in the same part of the United Kingdom as where the company was incorporated. E.g. a company registered in England and Wales must have its registered office in England and Wales, not in Scotland or Northern Ireland.
1. What company records do I need to make available for inspection?
A company, depending on its company type, may have some or all of the following records:
You need to keep these company records available for inspection.
2. Where can I keep these records?
You may keep all or any of these records at the company's registered office. The company may choose an alternative location to make these records available for inspection. The company can only have one alternative location to the registered office at any given time.
That location must be in the same part of the UK as the registered office, e.g. a company registered in England and Wales can have an alternative inspection location in England and Wales, but not in Scotland or Northern Ireland. The company may choose to keep some records at its registered office and some at its alternative inspection location provided that all the records of a type are kept together.
3. What do I need to deliver to Companies House?
If you do not keep all your records at the company's registered office, then you need to tell us the address of your alternative inspection location and which records you hold there, on Form AD02 and any change in that address, on Form AD03. You also need to tell us when you return any of the records to the registered office, on Form AD04.
1. What is a resolution?
A resolution is an agreement or decision made by the members, a class of members, or the directors of a company to carry out certain changes. This could include resolving to change the name of the company, to alter its share capital or to change its articles.
2. How do companies pass resolutions?
The company's members vote on whether to pass or reject a proposed course of action. Each member's voting power will usually depend on the number of shares he or she owns. In most cases, a member who owns one share has one vote. The resolution is passed when the pre determined majority required for the passing of the resolution is reached (e.g. 75% of the members for a special resolution changing the company's name). If the necessary majority is not obtained, then the proposed resolution fails.
3. Who can vote?
The company's articles of association may state the conditions on members' voting rights, but generally a member will have one vote for each share he or she holds on a written resolution or one vote on a show of hands at a general meeting unless a poll is called. If someone validly calls for a poll at a general meeting, then each member has one vote for each share that he or she holds.
If a member is unable to be present at the meeting, he or she may appoint a proxy to vote for them. In the case of joint holders of shares it is the vote of the holder named first in the register of members that will be counted, unless the company's articles say something different.
4. Who must receive copies of the resolution before and after approval?
The company must circulate notice of the intention to propose a resolution to its members. If a company has auditors, it must send copies or otherwise notify them of the contents of all proposed resolutions. The Companies Act requires that you deliver certain resolutions (for example any special resolution) to Companies House within 15 days of passing them.
5. Private Companies and the passing of resolutions
Private companies can pass resolutions:
The Companies Act has the effect that private companies no longer have to hold Annual General Meetings (AGMs). New provisions regarding written resolutions enable private companies to dispense with general meetings altogether, except for two limited purposes (see question 6 below).
6. Written resolutions and private companies
Private companies can pass almost all resolutions as written resolutions, e.g. a resolution that has been circulated, either on paper or electronically, to the members without the need for a meeting.
Exceptions to this are:
These resolutions need to be passed at a general meeting
7. Public companies and the passing of resolutions
Public companies have to hold AGMs within 6 months of their financial year ends in addition to any other meetings held during that period. A public company can only pass a resolution by taking a vote at a meeting of the members, which may be the AGM. It cannot pass a written resolution.
8. What records of resolutions and meetings does the company need to keep?
The company must keep minutes of all proceedings at general meetings or decisions made by a sole member. They must also keep copies of all resolutions of members passed other than at general meetings. They must keep these records for 10 years and make them available for inspection by members on request.
9. Resolutions and meetings
The vote on a resolution in a general meeting is by a show of hands unless the members call for a poll. A poll is a vote based on the number of shares held by people rather than on a show of hands. A declaration by the chairman that the resolution is carried on a show of hands is all that is required for a resolution to be passed, but this does not apply if the members call for a poll. You do not have to count the number of votes for or against on a show of hands.
A private company must give a minimum notice of 14 days of a general meeting. A public company must give a minimum of 21 days notice of its AGM unless the company's articles specify a longer period of notice. A company may call a general meeting at shorter notice, with a majority of 90% of the voting rights in the case of a private company and 95% in the case of a public company. This does not apply to AGMs of a public company, where all members must agree. Notices for public companies' AGMs must state that the meeting is an AGM.
Companies may give notice of a meeting:
The notice must state the time, date and location of the meeting and any resolutions to be agreed.
10. Further information on resolutions
You can find further information on resolutions and meetings in the Companies Act 2006 Part 13.
1. What is a change of name?
A change of name occurs when a company registers a name which is different to its previous registered name. For example, a company changing its name from J Smith Limited to John Smith Limited. It is not a change of name if J Smith Limited starts trading as John Smith: in which case, 'John Smith' is its business name.
If the new name and documents are acceptable we will process them and issue a certificate of incorporation on change of name. The new name is only effective when we have registered all the necessary documents and issued the certificate.
You do not need to put the new name on your articles and/or memorandum.
2. How can I change my company name?
If your change of name application is not the 'same as' an existing name on the index, does not include any sensitive words and is:
you may send it to Companies House using our Software Filing service
If your change of name is by special resolution (without conditions) you may also file your application using our WebFiling service.
Please see Chapter 5, question 8 for information on processing timescales and payments. Further information about our electronic services can be found in Chapter 11, question1, paragraph 2. Electronic applications are generally processed faster than those filed on paper. Please note you cannot currently use our electronic services to file a change of name application in Welsh.
Further information about 'same as' and sensitive names can be found in our 'Incorporation and Names (GP1)' guide.
Alternatively, a company can change its name by submitting a paper form in one of the following situations:
Different procedures apply for each circumstance under which a company is required to change its name.
Each of these methods requires a specific notice/s and/or additional documents. Please make sure that you are using the correct notice. If you do not deliver the appropriate fee with the notice we will reject the notice.
Please see Chapter 5, question 8 for information on processing timescales and payments.
3. Change of name by special resolution without conditions
A company may change its name by passing a special resolution in a meeting, or the members (representing not less than 75% of the total voting rights of eligible shares) may agree to change the name by written resolution. In both cases the company must notify the Companies House by submitting a notice of change of name, Form NM01 with the appropriate fee and a copy of the resolution.
Alternatively, a paper copy of Form NM01, ( with the appropriate fee and a copy of the resolution) may be submitted.
We will only change the name when we receive the notice, the appropriate fee, a copy of the resolution and if the proposed name is acceptable.
4. Change of name by special resolution conditional upon some event
Where the change of name is dependant on the satisfaction of a condition, the company can pass a special or written resolution to that effect. It must notify the registrar by delivering a notice of change of name by conditional resolution,
If the condition has been satisfied at the time you passed the resolution, the company must indicate this on the notice, which it must deliver with the fee and a copy of the conditional resolution. We will only change the name when we receive the notice with the fee and the resolution.
If the condition has not been satisfied at the time you pass the resolution, the company must indicate this on the notice and no fee is required at this time. When the condition has been satisfied you must deliver a notice confirming the satisfaction of the condition related to the resolution for change of name on Form NM03 and a copy of the resolution accompanied by the appropriate fee. We will only change the name when we receive either Form NM01 or NM02 and, if necessary, the NM03 with the fee and the copy of the resolution.
5. Change of name by means provided for in the company's articles
A company can also change its name by any other means provided for in the articles. This is a new method of allowing the company to change its name. The articles must contain a provision specifying the way a company can change its name.
The notice (with the appropriate fee) may be submitted to Companies House using our Software filing service. This is not currently possible using our WebFiling service.
Alternatively, a paper copy of Form NM04, ( with the appropriate fee) may be submitted.
Existing companies wishing to use this method must amend their articles to include a suitable provision before filing the change of name documents.
6. Change of name by resolution of directors
The Secretary of State may direct a company to change its name so as to reinstate 'limited' or 'cyfyngedig' in the company name because the company is no longer exempted. In these circumstances, the company must deliver to Companies House a notice of change of name by resolution of directors on Form NM05. No fee will be payable; or
If a company is restored to the register under its registered number because the name it previously had is no longer available, then the company must change its name within 14 days. This change may be by resolution of the directors and, in these circumstances, the company must deliver to Companies House a notice of change of name by resolution of directors on Form NM05 together with the appropriate fee.
7. Change of name by the Company Names Tribunal or the High Court
The Company Names Tribunal (also known as 'the Adjudicator') considers complaints from any person or company about opportunistic registration. Such a complaint could arise if a company has a name which is the same as a name associated with the complainant in which he has goodwill or is so similar that it would likely to mislead by suggesting a connection between the company and the complainant.
Please note: Companies House cannot deal with any complaints about opportunistic registration. You must deliver objections and enquiries to the Adjudicator, who is based at the UK Intellectual Property Office. Further information and contact points are available at www.ipo.gov.uk/cna
If all the documents are correct, Companies House will normally process a standard electronic change of name application within 24 hours. The fee for this is £8. You can also take advantage of our electronic 'Same Day' service, the fee for which is £30. If we receive the application before 3 pm (Monday-Friday) and the documents and name are acceptable, we will change the company name and issue a change of name certificate on that day.
If all the documents are correct, Companies House will normally process a standard change of name application submitted using the paper form within five working days of receipt. The fee for this is £10.
You can also take advantage of our 'Same Day' service the fee for which is £50. If we receive the documents before 3 pm (Monday-Friday) and accept the name and documents, we will issue a change of name certificate on that day. The service is available from any office of Companies House.
If you deliver your 'Same Day' documents by post or courier please ensure you mark the outside of the envelope clearly with 'Same Day Change of Name' and 'for the attention of New Companies'.
9. Can I register a change of name and re-registration together?
Yes, but not electronically. You can combine a resolution for change of name and re-registration, for example, resolving to change the name from ABC Limited to XYZ PLC.
Wherever possible, you should deliver all the paper forms together. The change of name will not take effect until Companies House has registered all the necessary documents accompanied by the fees for change of name (£10) and re-registration (£20).The combined fee for a 'Same Day' application is £100.
Further information on re-registration can be found in chapter 8 of this booklet
For further information on Company Names, such as rules on names which require justification or are unacceptable to Companies House, please see the guidance - Incorporation and Names.
10. Where can I find more information on choosing a company name?
For further information on Company Names, such as rules on names which require justification or are unacceptable to Companies House, please see the guidance - Incorporation and Names.
1. How can I amend my company's objects?
Companies registered under the Companies Act 2006 have unrestricted objects. However, they may choose to restrict them in their articles by passing a special resolution and completing the 'statement of objects' on Form CC04. The amendment to the objects is not effective until the form has been registered by Companies House. The company must also file a copy of the revised articles within 15 days of the date the resolution was passed or made.
Companies registered under the 1985 or earlier Companies Acts can also amend their articles to take advantage of these provisions. Although their objects are listed in their memorandum these will be deemed to form part of the articles and they are required to send a copy of the resolution and a copy of the amended articles (within 15 days of the date that the resolution was passed or made) or the memorandum if the company has amended its memorandum. Companies amending their articles to add, remove or alter objects must send a Form CC04. The amendment to the objects is not effective until the form has been registered by Companies House.
2. When do I need to use the form 'change of constitution by enactment' Form CC05?
Legislation can alter a company's constitution. This can be general legislation, for example a new Companies Act provision rendering void certain provisions of all company's articles. A private Act of Parliament can also alter the constitution by amending the articles of a company established by an earlier Act.
Where this occurs, the company must notify Companies House and file the form 'change of constitution by enactment' Form CC05. If a special enactment makes the change, you must send a copy of the enactment with the Form CC05.
The company must file a copy of the altered document(s) within 15 days of the enactment taking effect only when the company's articles, resolutions and agreements affecting the constitution are amended as a result of this enactment.
3. When do I need to use the form 'change of constitution by order of court or other authority' (Form CC06)?
The Charity Commission, for example, can alter by order a company's constitution. Companies must notify Companies House and file a 'change of constitution by order of court or other authority' (Form CC06), along with a copy of the order. The company must send a copy of the altered documents only when this order alters the company's articles or a resolution or agreement affecting the company's constitution.
You can find further information on a company's constitution in Part 3 of the Companies Act 2006.
1. What is share capital?
When people form a company, they decide whether to limit the members' liability by shares.
On registration of a company limited by shares at Companies House, the shareholders must agree to take some, or all, of the shares. The statement of capital and initial shareholdings must show the names and addresses of the people who have agreed to take shares and the number of shares each will take. These people are called the subscribers.
2. What is issued capital?
Issued capital is the value of the shares issued to shareholders. This means the nominal value of the shares rather than their actual value.
A company may increase its issued capital by allotting more shares; it must make allotments under proper authority (see question 7)
3. Types of shares
A company may have as many different types of shares as it wishes, all with different conditions attached to them. Typically, share types fall into the following categories:
4. PLCs and the 'authorised minimum'
A PLC cannot conduct business or exercise borrowing powers unless and until it has obtained a trading certificate from Companies House, and Companies House will not issue a trading certificate unless satisfied that the company satisfies the 'authorised minimum' share capital requirement. In order to satisfy the requirement and obtain a trading certificate, the nominal value of the company's allotted share capital must be at least £50,000 or €57,100. The company cannot satisfy the requirement by a combination of euro and sterling shares or by shares in any other currency. To apply for a trading certificate, the company must deliver Form SH50 to Companies House
A company re-registering from a private company to a PLC does not have to apply for a trading certificate. However, in order to re-register, the nominal value of its allotted share capital must not be less than the authorised minimum and the authorised minimum requirement must be satisfied either entirely in sterling shares or entirely in euro shares.
Please note: When applying for a trading certificate (or for re-registration), if the company could meet the authorised minimum in either sterling or euro shares you will need to state in your application whether you are satisfying the authorised minimum requirement in sterling or in euros.
5. Statement of Capital
Throughout this guidance you will see references to a statement of capital. The Companies Act 2006 introduced this for all companies with share capital.
The statement of capital is a 'snapshot' of a limited company's share capital at a given time.
Companies incorporating with share capital on or after 1 October 2009 must complete a statement of capital and initial shareholdings as part of the application to incorporate.
All companies with share capital must complete a statement of capital as part of any annual return filing made up to a date on or after 1 October 2009.
Companies must complete a statement of capital with certain forms that notify capital changes, namely:
In all the circumstances listed above, the statement of capital will be an integral part of the appropriate form.
There will be occasions where a limited company needs to file a 'stand-alone' statement of capital, for example to accompany a reduction of share capital approved by the court or (in the case of a private company) supported by solvency statement, and (in some instances) when re-registering from an unlimited to a limited company. A statement of capital Form SH19 will be available for these purposes.
The statement of capital must show the following details of the capital:
6. Allotment of shares
A company may increase its share capital by allotting additional shares. Shares are 'issued' when a person is registered as a member in the company's register of members.
'Allotment' is the process by which a person acquires an unconditional right to be issued with shares. Directors allot shares on the company's behalf, but either the company's articles or a resolution of the company needs to authorise them to do so.
(An exception to this is that a private company incorporated under the 2006 Companies Act, that will only have one class of shares following the allotment, does not need any prior authorisation from the company to allot shares unless there is a specific restriction in the articles. Private companies incorporated before this date will need to pass an ordinary resolution to qualify for this exemption, provided there is no specific restriction in their articles).
8. Payment for shares
Payment for shares in a private company can be in a variety of ways including cash, goods, services, property, good will, know-how, or even shares in another company.
Generally, people can pay for shares in a private company;
Payment for shares in a public company must, in most instances, be for cash. However, if shares are allotted in a public company for a non- cash consideration, the consideration for the shares is subject to an independent valuation in most cases. You must send a copy of the individual valuation report to the proposed allottee for the share(s) and to Companies House when registering the Form SH01.
9. Notice of allotment
Within one month of the allotment of shares, a limited company must deliver a return of allotment, on Form SH01, to Companies House. You must complete a statement of capital as part of this form.
If you are a limited company and the person pays for the shares in cash, you must include in the return details of the actual amount paid or unpaid.
If the company allots shares fully or partly for a non-cash element, you must show the extent to which the company has treated the shares as paid-up on the Form SH01 and you must also include a brief description of the non-cash payment for the shares.
You can notify a series of allotments on the same Form SH01, but you must send the form to Companies House no later than one month after the date of the first allotment. If you do this, the statement of capital should reflect the company's position following the 'last' allotment.
The company must notify the allotment of bonus shares to Companies House on Form SH01. It should show the amount paid on each share as 'nil' or '0.00' and the shares as paid up 'otherwise than in cash'.
An unlimited company only needs to notify Companies House if it is allotting a new class of shares (i.e. a class of shares which have rights that differ in any way to any previously allotted shares). You must complete and deliver a Form SH09.
10. Redenomination of share capital
Under the Companies Act 2006 any company limited by shares can (subject to prohibition or restriction in its articles) re-denominate its share capital, or any class of its share capital, into other currencies by passing a resolution.
The company must use an appropriate 'spot rate' of exchange used for the redenomination - this must either be a rate prevailing on a particular day specified in the resolution, or the average rate taken from each consecutive day of a period specified in the resolution, (and the day or period chosen must be within the period of 28 days ending on the day before the resolution is passed).
You should follow a three-step route, for each class of shares, to calculate the new nominal value of each share in the class:
You must, within one month of the redenomination taking effect, deliver Form SH14 (which includes a statement of capital) to Companies House, as well as a copy of the resolution.
11. Sub-division and consolidation of shares
Unless its articles of association prohibit or restrict it, a company may pass an ordinary resolution to:
In the above cases, the total share capital remains unaltered. A company must deliver notice of the change to Companies House on Form SH02 (which includes a statement of capital) within one month of the alteration.
12. Variation of class rights
Rights attached to a class of shares ('class rights') typically cover matters such as voting rights, rights to dividends and rights to a return of capital on winding up.
The articles of association may set out class rights and may contain provisions for altering ('varying') those rights. If the articles do not contain provisions for varying the rights, the company can vary them either by obtaining consent from the holders of at least three quarters in nominal value of the issued shares of that class (excluding any treasury shares), or by the members of that class passing a special resolution at a separate general meeting.
You must deliver a copy of the special resolution to Companies House within 15 days. You must also deliver a Form SH10 (notice of particulars of variation of rights) to Companies House within one month of the date of variation.
The holders of not less than 15% of the aggregate of the issued shares of the class in question, disregarding any treasury shares in the class, are (if they did not consent to the variation) entitled to apply to the court to cancel the variation. They must make the application no later than 21 days after the consent was given, or the resolution passed. The court may confirm or cancel the variation and the company must deliver a copy of the court order to Companies House no more than 15 days after it is made.
13. New name or designation of class of shares
A company can give a name or designation to a class of shares (or a new name or new designation). You must deliver Form SH08 to Companies House notifying this change.
14. Reduction of capital
A company cannot generally reduce its share capital otherwise than as permitted by statute and confirmed by the court. However, under the Companies Act 2006, a company can reduce its capital in the following circumstances:
Reduction following redenomination
A company can reduce its capital following a redenomination of its share capital under the new procedure in the Act (see above), but this can only be done so as to obtain more suitable nominal values for the redenominated shares, e.g. if the redenomination results in nominal values that are not whole units of the new currency.
The company must pass a special resolution (within 3 months of passing the resolution to redenominate) and within 15 days deliver a copy of that, as well as Form SH15 (which includes a statement of capital) to Companies House.
You must also deliver a director's statement confirming that the reduction does not exceed 10% of the nominal value of allotted shares immediately following reduction.
Reduction supported by a solvency statement
A private limited company can reduce its capital by special resolution supported by a solvency statement (so long as the reduction does not result in only redeemable shares being held). You must deliver to Companies House:
All the company directors must sign the solvency statement.
A statement of compliance by the directors confirms that the company made a copy of the solvency statement available to each of the eligible members as required and that the directors did not make the solvency statement more than 15 days before the company's members passed the resolution. All the directors must sign this statement of compliance.
All of these documents must be delivered to Companies House within 15 days of the resolution being passed. Wherever possible, you should deliver all the forms together. The reduction of capital will not take effect until Companies House has registered a copy of the solvency statement, resolution and statement of capital.
Reduction confirmed by a court order
A company can reduce its capital by passing a special resolution and obtaining confirmation of the reduction from the court. You must also prepare a statement of capital and get this approved by the court.
You must then deliver the original and a copy of the court order to Companies House, along with the statement of capital and a fee of £10 for the standard service or £50 for the same day service. In most instances, the reduction will not take effect until Companies House has registered the copy of the court order and the statement of capital.
However, the 'authorised minimum' requirement constrains public companies. If a capital reduction brings the nominal value of a PLC's allotted capital below the authorised minimum, it will generally need to re-register as a private company. For this purpose, however, a public company can satisfy the authorised minimum requirement by means of shares denominated in multiple currencies.
15. Cancellation of shares by a PLC following forfeiture or surrender
If shares in a PLC have been forfeited, surrendered or acquired in various circumstances described in section 662 of the Companies Act 2006, the company must (unless the shares or the company's interest in them is disposed of in some other way) cancel those shares, generally within three years (in some cases within one year), and reduce its capital by the nominal value of the cancelled shares. The directors may reduce the company's capital without a special resolution approved by the court. Within one month of the cancellation you must deliver Form SH07 (which includes a statement of capital) to Companies House. If the reduction in capital results in the nominal value of the company's allotted share capital falling below the authorised minimum the company must re-register as a private company. (The time limit for re-registration is the same as that for cancellation of the shares).
16. Redemption of shares
If a private company or plc has issued redeemable shares, it may redeem the shares in accordance with the terms of redemption. The directors may, if authorised either by the company's articles or by a resolution, set the terms of redemption. Otherwise, the terms must be stated in the company's articles. When shares are redeeming in a company, you must deliver Form SH02 (which includes a statement of capital) to Companies House within a month of the redemption.
17. Purchase of own shares
Subject to any restriction or prohibition in the articles and the approval of its shareholders, a company can purchase its shares. But it cannot do so if this would leave only redeemable shares in issue.
You must notify the purchase to Companies House on Form SH03 within 28 days.
When a company purchases its own shares, it cancels the shares on their return. If it cancels the shares immediately, it must deliver Form SH06 (which includes a statement of capital) to Companies House.
However, a company may either cancel those shares immediately or hold them 'in treasury' for resale or transfer to an employees' shares scheme at a later date (or it may cancel them at a later date).
You must notify the initial purchase of 'treasury' shares to Companies House on Form SH03 and if you are cancelling those treasury shares immediately you must file Form SH06.
A purchase of a company's own shares may be subject to stamp duty. If the consideration for the shares is above £1000, HM Revenue & Customs (HMRC) must stamp the Form SH03 before it is delivered to Companies House,
If the consideration is £1000 or less, you need not send the form to be stamped, but you must sign the certification on the form.
You may use a single Form SH03 to notify Companies House of purchases of shares on different dates and under different contracts.
18. Redemption or purchase of shares out of capital
A private company can, subject to any restriction or prohibition in the articles, pass a special resolution to finance a purchase or redemption of shares out of capital.
If the purchase out of capital is being made for the purposes of, or pursuant to an employee's share scheme, it can be approved by a special resolution, supported by a solvency statement.
You must deliver to Companies House:
Section 643(3) states that 'The solvency statement' must be in the prescribed form and must state:
The 'prescribed form' is set out in The Companies (Reduction of Share Capital) Order 2008 , which states that a solvency statement must be in writing, indicate that it is a solvency statement for the purposes of section 642 of the Act and be signed by each of the directors
All of the company directors must sign the copy of the solvency statement which is sent to Companies House.
A statement of compliance by the directors confirms that the company made a copy of the solvency statement available to each of the eligible members as required and that the directors did not make the solvency statement more than 15 days before the company's members passed the resolution. All of the directors must sign this statement of compliance.
All of these documents must be delivered to Companies House within 15 days of the resolution being passed. Wherever possible, you should deliver all the forms together. The reduction of capital will not take effect until Companies House has registered a copy of the solvency statement, resolution and statement of capital.
If a private company finances a purchase by a payment out of its capital and the purchase is not for the purposes of, or pursuant to an employee's share scheme, the directors must also make a statement about the solvency of the company immediately after the purchase and in the following year. All of the company directors must sign the solvency statement.
You must make a copy of the statement and auditor's report confirming the directors' opinion available to the members at or before the time you deliver the resolution to them in the case of a written resolution. Or, if the resolution is to be passed at a meeting, by making a copy of the directors' statement and auditor's report available for inspection at that meeting.
You must also deliver a copy of the directors' statement and auditors report to Companies House no later than the day on which you first publish or give notice of the proposed payment out of capital (requirements for publishing and giving notice are covered by section 719 of the Companies Act 2006).
Any member of the company who did not consent or vote in favour of the resolution or any creditor of the company can apply to court to cancel the resolution, within five weeks of the passing of the resolution.
The applicants to court must complete and deliver Form SH16 to Companies House immediately.
When a company receives notice of the application to court, it must immediately notify Companies House on Form SH17 and, within 15 days of the making of a court order, the company must deliver a copy of the order to Companies House.
A company may alter its status and re-register in a number of ways;
On re-registration, Companies House will issue an amended certificate of incorporation to the company. The certificate will include the changed name and status of the company together with the date of re-registration.
1. Re-registration from a Private Company to Public
A private company with a share capital may re-register as a public company by passing a special resolution to do so.
You must deliver the application to re-register as a public company to Companies House on Form RR01, accompanied by;
If the company re-registering does not have a secretary, the application to re-register should include a statement of the proposed secretary. It must also include a copy of the valuation report in the event of a recent allotment of shares for a non- cash consideration.
2. Re-registration from a Public Company to Private
There are four ways in which a public company can re-register as a private
3. Re-registration from Public to Private in accordance with section 100 of the Companies Act 2006
A public company can re-register as private by passing a special resolution to do so. You must deliver the application to re-register to Companies House on Form RR02. This should be accompanied by a copy of the special resolution and a printed copy of the amended articles of association.
If sufficient members of the company object to the passing of the resolution, they can apply to the Court to cancel the resolution within 28 days of the passing of the resolution. If they raise such an objection they must make the company aware of it. The company, in turn, must notify Companies House of the application to Court on the Form RR03. The Court may either cancel or confirm the resolution upon hearing such an application. The company must deliver a copy of the court's order to Companies House within 15 days of the order being made.
4. Re-registration from public to private following a court order to reduce capital.
A public company can re-register as private if the court directs it to. Where a company has applied to the court for a reduction in share capital (as described in chapter 7 ) and this results in the nominal value of its allotted share capital falling below the authorised minimum for a public company, the court can authorise the company to be re-registered as private without the need to pass a resolution.
You must deliver the application to re-register to Companies House on Form RR08 accompanied by a copy of the court order and a printed copy of the amended articles of association.
5. Re-registration from public to private following a cancellation of shares.
A public company must re-register as private following a cancellation of its shares in certain circumstances. Where the cancellation of the shares (as described in chapter 7 ) results in the nominal value of its allotted share capital falling below the authorised minimum for a public company, the company must re-register as a private company. The directors can pass a resolution to re-register as private.
You must deliver the application to re-register to Companies House on Form RR09 accompanied by a copy of the director's resolution and a printed copy of the amended articles of association.
6. Re-registration from a Private Limited Company to Unlimited
A private limited company may re-register as unlimited by delivering Form RR05 to Companies House, accompanied by a prescribed form of assent and a printed copy of the amended articles of association.
The form of assent is to show that all members have agreed to the re-registration, and so it must be authenticated by or on behalf of all the members of the company and is prescribed in regulations.
7. Re-registration from an Unlimited Company to Private
An unlimited company may re-register as private limited by shares or guarantee by passing a special resolution. You must deliver the application to re-register as private to Companies House on Form RR06 accompanied by a copy of the special resolution and a printed copy of the amended articles of association.
In certain circumstances, where the company is re-registering as private limited by shares, a statement of capital must accompany the application. If the company is re-registering as private company limited by guarantee, you must complete the statement of guarantee on Form RR06.
8. Re-registration from a public to private unlimited
A public company may re-register as unlimited by delivering Form RR07 to Companies House accompanied by a prescribed form of assent and a printed copy of the amended articles of association.
The form of assent is prescribed in regulations and is to show that all members have agreed to the re-registration, and so all the members of the company must authenticate it.
Further information on re-registration can be found in Part 7 of the Companies Act 2006.
A charge is the security a company gives for a loan. A company that creates a charge (or any person interested in the charge) may deliver the statement of particulars, together with a certified copy of the charge instrument (if there is one), along with the relevant fee, to the registrar for registration (please note, for charges created before 6 April 2013, by a company registered in England and Wales or Northern Ireland, you must send the original charge instrument – not a certified copy)
If a company creates a charge and the required documents and fee are not delivered to the registrar for registration within the period allowed for delivery and in the event that the company becomes insolvent, the charge will be void against the liquidator or administrator and any creditor of the company. This means that the debt for which the charge was given will remain payable, but it will be unsecured. Only the court can grant an extension of time for registration of a charge that Companies House did not receive in time.
The period allowed for delivery is 21 days – details are set out in the table in question 1b alongside the description of the form
There is a single, UK-wide regime for registering charges created on or after 6 April 2013. This means that all UK registered companies will deliver the same forms to Companies House. The only form that continues to apply specifically to charges registered on or after 6 April 2013 in Scotland is Form 466 - Particulars of an instrument of alteration to a floating charge.
Different rules apply depending on when the charge was created:
1 Registration of Charges created on or after 6 April 2013
1a. Charges created on or after 6 April 2013 which you may register
All charges may be registered, unless they are specifically excluded. Those charges excluded are;
1b. Which form should I use?
1c. Electronic filing
Forms MR01, MR02, MR04 and MR05 can be delivered electronically using either WebFiling or software filing. This is the quickest, cheapest and most efficient way to file.
(Companies may file charges against their own company using the company authentication code and will not need to obtain a LAC for this purpose)
1d. Things to remember when filing a Form MR01
The Form MR01 is the most commonly filed charge form at Companies House. (If there is no instrument, you must use form MR08 instead.)It is important to act as quickly as possible and, when delivering the documents to Companies House, remember to;
1e. What if the charge instrument contains personal information?
You will be able to remove certain personal information from the certified copy of the instrument before you send it to Companies House. The information that you can remove is:
It is up to you how you choose to remove this information.
2. Acquisition of property which is already charged
If you acquire property that is already subject to a charge, and the charge is of a type which is not an excluded charge, you may register this charge. The company (or any person interested in the charge) should complete and deliver form MR02 to Companies House, accompanied by a certified copy of the instrument that creates or evidences the charge.
Satisfaction of Charges
3. What should I do if the company has satisfied the debt?
The company does not need to inform Companies House that it has fully or partly satisfied the debt. However, it is in the company's own interests that potential investors and lenders are aware that it has satisfied all or part of the debt. If you wish to notify Companies House, you should deliver form MR04.
4. What if the charged property ceases to be charged or to belong to the company?
There is no requirement for a company to inform Companies House that its property has been released from a charge or that the property no longer belongs to the company. However, it is in the company's own interests that potential investors and lenders are aware of this. If you wish to notify Companies House, you should deliver form MR05.
Further information on the Registration of Charges can be found in Part 25 of the Companies Act 2006 (as amended by The Companies Act 2006 (Amendment of Part 25) Regulations 2013).
5. Registration of charges created before 6 April 2013
5a. Charges created before 6 April 2013 which you must register at Companies House
For companies incorporated in England and Wales, Wales and in Northern Ireland, the charges that must be registered are:
For companies incorporated in Scotland, the charges that must be registered are;
5b. Which form should I use for charges created before 6 April 2013?
1. What happens to the documents I send to Companies House?
We scan the documents and paper forms you deliver to us to produce an electronic image. We then store the original, paper documents and use the electronic image as the working document.
When a customer searches 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.
When you submit a document electronically, we automatically create an electronic image from the data you have provided us with.
This chapter sets out some guidelines to follow when preparing a document for filing at Companies House.
2. How should I set out documents?
Documents filed electronically
Documents filed through WebFiling are formatted in accordance with specifications set out by the registrar in his rules on electronic filing as published on the Companies House website. Software suppliers offering electronic filing facilities must also ensure that documents submitted from their software are formatted in accordance with the registrar's rules. A list of current software providers is available on the website.
Generally, every paper document sent to Companies House must state in a prominent position the registered name and number of the company. There are a few exceptions to this rule, which are set out in the published registrar's rules.
Paper documents should be on A4 size, plain white paper with a matt finish.
The text should be black, clear, legible, and of uniform density. Letters and numbers must be clear and legible so that we can make an acceptable copy of the document. The following guidelines may help. Failure to follow these guidelines is likely to result in the document being rejected:
When you fill in a paper form please:
If you are producing colour printed glossy accounts with pictures, 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 of a printer's proof is ideal, provided it has the necessary signatures.
Each year around 6,000 sets of accounts are rejected due to inadequate legibility. The top 3 reasons include:
3. Where can I find out more about this?
For full details of all the ways of delivering documents to Companies House, electronically or on paper, please refer to the registrar's rules which appear on our website. The safest and most secure way to deliver statutory information to Companies House is to use our online filing services. We aim to process electronic documents within 24 hours of receipt. For more information and registration details please visit our website.
If you are delivering paper documents by post, courier, Document Exchange Service (DX) or Legal Post (in Scotland) and would like a receipt, Companies House will provide an acknowledgement if you enclose a copy of your covering letter with a pre-paid addressed return envelope. We will barcode your copy letter with the date of receipt and return it to you in the envelope provided.
Please note: an acknowledgement of receipt does not mean that a document has been accepted for registration at Companies House.
Please Note: Companies House does not accept any statutory documents by fax, PDF (except for electronically filed certified copies of charge instruments) or by email.
2. Do I have to pay to file documents at Companies House?
You do not have to pay a fee for many of the documents that you have to send to Companies House, but some do require a fee and we will not accept them for registration without it. For full details you should refer to our website.
3. Can I file documents in other languages?
As a general rule the law requires that you deliver documents to Companies House in English, however there are exceptions which are detailed below. Companies can deliver the following documents in languages other than English if the document is accompanied by a certified translation into English:
In addition companies may also file voluntary certified translations of any document subject to the First Company Law Directive disclosure requirements. These are:
The voluntary translation must relate to a document delivered to Companies House on or after 1 January 2007. Voluntary translations can only be filed in an official language of the European Union and must be accompanied by Form VT01, which will link the translation to the original document.
There are different exceptions for Welsh companies (those complying with section 88 of the Act) who are entitled to draw up and deliver certain documents in Welsh without the need of an accompanying certified translation in English. A full list of the excepted documents can be found in our guidance entitled 'Conducting business in Welsh (GPO5)' available on our website.
4. Where do I get forms and guides?
This is one in a series of Companies House publications which provides a simple guide to the Companies Act.
You can also obtain paper forms from company law stationers, accountants, solicitors and company formation agents.