Frequently Asked Questions

Companies House is the UK's official registrar of companies (including limited partnerships and LLPs). Operating as an executive government agency, Companies House is responsible for incorporating and dissolving UK limited companies, registering and updating company information, making this data publicly available, and ensuring that companies fulfil their legal reporting and filing obligations.

A limited company is a type of business entity that has been incorporated (registered) with Companies House, either as limited by shares or limited by guarantee. The company is legally distinct from its members (shareholders or guarantors), meaning their financial liability to the company is limited to what they invest in shares or provide by guarantee.

A company limited by shares is the most common type of company for commercial (profit-making) businesses. This kind of company is owned by shareholders, who each hold at least one share. Their financial liability to the company's creditors is limited to what they've paid (or agreed to pay) for their shares.

A company limited by guarantee is a type of company designed for non-profit and charitable organisations. Instead of shareholders and shares, limited by guarantee companies have guarantors, who subscribe to the company and promise (guarantee) an agreed sum of money to the company if it's unable to pay its debts

An LLP is the abbreviation for limited liability partnership. It is similar to a traditional partnership, with the key difference being that LLP members (partners) have limited liability for the LLP's debts. Like limited companies, LLPs must also incorporate with Companies House and meet certain statutory reporting and filing obligations

The certificate of incorporation is an official document that Companies House issues to a company or LLP as soon as it's registered, proving that it legally exists and is duly incorporated under the Companies Act 2006 or the LLP Act 2000.

The certificate includes the company name and number, date of incorporation, limited status, and where the registered office is situated (England & Wales, Wales only, Scotland, or Northern Ireland).

This document is usually required by banks when opening a business bank account. If you form a company online through Rapid Formations, you will receive a digital copy of your Certificate of Incorporation by email as soon as your company formation application has been approved by Companies House.

Most company names are acceptable to Companies House, but there are a few rules to be aware of:

The name cannot be identical or too similar to an existing company's name

It must not be offensive

Some words are considered 'sensitive' and their use requires prior approval

Unless exempt, a limited company must add 'Limited' or 'Ltd' to the end of its name

The terms 'Limited' and 'LTD' mean exactly the same thing, so you can choose to add either version to the end of your company name. The decision will simply dictate how the name appears on the company register and certificate of incorporation, but you may display either version on company stationery and signage.

A PSC is a person which has significant control over a company. It is usually a Director or Shareholder within the company, however depending on the company circumstance the PSC could be a different person. For example, if you are using our Nominee Director and Shareholder service you would be required to provide details of the ultimate beneficial owner (PSC).

Companies already incorporated will be required to provide details of PSC’s in the next confirmation statement (previously called the annual return) when it is due to be filed.

A Company Director is a person who is in charge of company activity or a specific department. They are responsible for the day to day running of the company. The Director does not own the company, they are responsible for running the company and attempting to make the company successful.

Who can be a Company Director?

A Limited Company must have a minimum of 1 individual Director, the Director can be any nationality and they can reside anywhere in the world.

To become a Director you must:

Be over the age of 16

Not been involved in any illegal activities

Have not been disqualified from being a director

A Company Secretary is usually a person who assists with correspondence, making appointments, and carrying out administrative tasks. Company secretaries guide company directors about the day-to-day management of their company, including compliance with legal and statutory requirements.

Who can be a Company Secretary?

It is not a requirement to appoint a secretary to a Limited Company, this is optional. They can be an individual of any nationality and reside anywhere in the world. You can also appoint a corporate secretary, this is where another company will act as secretary of your company.

A Nominee Director is a person appointed to the board of a company to represent the interests of his appointee on that board. The Nominee Director will have little or no involvement in the running of the company and will be on the Companies House register in name only. The beneficial owner may choose to appoint a Nominee Director because they do not want to register the company themselves as they wish to protect their own identity.

When can I use a Nominee?

You can select to have a Nominee Director when incorporating your company and entering all the company information. The Nominee will then be appointed upon incorporation and the name of the Nominee will appear on the incorporation documents under the director details.

You are also able to purchase our Nominee Director service after incorporation. Once we have received an order we will take action to appoint the Director to your company. The change will also be recorded with Companies House.

What do I need to provide?

The only information that we require from yourself for our Nominee Service is:

Beneficial Owners Name

Beneficial Owners Address

Business Activities

We will then be able to prepare the relevant nominee documents for you. You will be asked to provide the above information on receipt of an order. 

To use the Nominee Director service, the Beneficial Owner must be a Natural Person (individual), not a Corporate Officer.

How long is the Nominee Director Service valid?

The Nominee Director Service is valid for a period of 12 months, after this period you can choose to renew the service or we can resign as Director of your company. We will send you an email reminder 1 month before the service is due to expire so you have enough time to make your choice. 

A Nominee Shareholder is the registered owner of shares within a company. The beneficial owner may choose to appoint a Nominee Shareholder because they do not want to register the shares in their own name. A Nominee Shareholder is a great way to keep shareholder information away from public records. We do not get involved in the running of your company and are on the Companies House register in name only.

When can I use a Nominee?

You can select to have a Nominee Shareholder when incorporating your company and entering all the company information. The Nominee will then be appointed upon incorporation and the name of the Nominee will appear on the incorporation documents under the shareholder details.

You can also choose to purchase Nominee Shareholder after incorporation, you will be required to file an Annual Return to update Companies House with the new Shareholder Information. It is a legal requirement to update Companies House about any changes that occur within your company.

What do I need to provide?

All we need from you for the Nominee Shareholder service is the Beneficial Owners Name, Address and the number and value of shares you wish to allocate to the nominee, this information is required to prepare your relevant nominee documentation. You will be asked to provide the Beneficial Owners information upon receipt of an order. 

Will I receive any documents once a Nominee has been appointed?

Yes, once we have received the beneficial owner’s information we will provide you with a set of documents for the Nominee of the company. The documents include:

A Declaration by the Beneficial Owner

Declaration of Trust

Indemnity Letter to the Nominees

Terms and Conditions

Transfer of shares

How long is the Nominee Service valid? 

The Nominee Shareholder Service is valid for a period of 12 months, after this period you can choose to renew the service or we can resign as Shareholder of your company and pass the shares to the beneficial owner, director or nominated person. It is a legal requirement to update the shareholder information with Companies House.

We will send you an email reminder 1 month before the service is due to expire.

Private Limited Companies are no longer required to have a Company Secretary, however it is optional for them to appoint one. A Nominee Secretary is where someone will act as Secretary of your company. With a nominee service, you can protect your details and ensure confidentiality. We do not get involved in the running of your company and are on the Companies House register in name only. 

As Nominee of a company, we will act in name only and will not have any involvement with the company. If you require any documents to be signed by the Nominee, additional charges will apply.

This service is valid for a period of 12 months, and can be renewed after this period. This service includes a Corporate Nominee Secretary to be appointed to your UK Company.

When can I use a Nominee?

You can select to have a Nominee Secretary when incorporating your company and entering all the company information. The Nominee will then be appointed upon incorporation and the name of the Nominee will appear on the incorporation documents under the secretary details.

You are also able to purchase our Nominee Secretary Service after incorporation. Once we have received an order we will take action to appoint the secretary to your company. The change will also be recorded with Companies House.

What do I need to provide?

The only information that we require from you for our Nominee Secretary Service is the Beneficial Owners name and address, we will then appoint the nominee for you and prepare Nominee Documents for you. You will be asked to provide the Beneficial Owners information on receipt of an order.

Will I receive any documents once a Nominee has been appointed?

Upon receipt of your order, we will proceed to appoint the Secretary to your company. Once we have been appointed, you will receive a full set of documents regarding the Nominee Secretary. The documents will be posted to you via Standard Royal Mail delivery, the documents you will receive are listed below:

Nominee Agreement

Secretary Resignation Letter (for future use)

Terms and Conditions for Nomine

If you would like to incorporate a company with different share classes, this would usually need to be processed by paper. However, we can assist with quickly incorporating your company with different share classes electronically.

If your company has shares which have different rights, for example voting rights, you will be required to add different share classes to the company. Most companies have only one class of shares, which is ‘ordinary’ shares, they carry one vote per share, are entitled to participate equally in dividends and, if the company is wound up, share in the proceeds of the company's assets after all the debts have been paid.

It is becoming quite common for companies to have different share classes. Any company can create different classes of shares by setting out those classes and the rights attached to them within the company’s articles. This may be done for various reasons, such as to be able to vary the dividends paid to different shareholders and to create non-voting shares.

The most common type of share classes which are used are:

Ordinary Shares

Preference Shares

Non-Voting Shares

Class A (Alphabet Shares)

Class B (Alphabet Shares)

Most formation agents and accountants, do not offer the facility to set up a new company with different share classes. They usually incorporate the company with the most common share class of ordinary shares, along with the model articles of association.

We offer the facility to set up a new company with your own share classes, such as class A and class B at no extra cost. You are able to enter the share rights (also known as prescribed particulars) on our site, and we also have the facility to upload your own articles to suit the company requirements.

You are able to add different share classes to existing companies, or you can set up your own company with different share classes. Different share classes should be used when the shares have different rights, such as voting shares.

If you have specific requirements, please do not hesitate to contact us and we will be more than happy to discuss them with you.

What is Fraud Protection?

Forms and paper documents can be signed illegally by fraudsters and filed at Companies House enabling them to change Directors, Shareholders and the Registered Office without you knowing.

Signatures on paper documents are not fully checked by Companies House.

The Fraud Protection service helps to protect your company from Fraudsters.

This service stops most paper documents from being filed for your company, the forms can only be filed electronically using your own unique code. 

Every time a document is filed for your company you will also receive an email notification so you will be aware of any changes made.

By registering your company for Fraud Protection this will ensure you know everything that is happening within your company at Companies House.

How will Fraud Protection protect my company?

Fraud Protection will protect your company because:

Paper forms cannot be filed – which means signatures cannot be forged

You can only make changes to your company electronically – anyone that has your unique authentication code can make changes to the company

You will be aware of all changes that occur within your company

You will receive an email notification each time something is filed for your company

What is the Authentication Code / Web Filing Code ?

A company Authentication code, also known as a web filing code, is made up of 6 letters or numbers that will be used to gain access to your company’s details at Companies House. When a company is incorporated through our website, you will receive an Authentication Code with your incorporation documents, you can also find the code on your settings on your account. The code is used to gain access to the company information so that you can make necessary filings for the company electronically. Any changes that are made electronically will require the Authentication code and Company number.

What if I cannot remember my Authentication Code?

If you are unable to remember your code we are able to request a new one for you. The code will be sent to the Registered Office Address of the company by post.

Can I change the Code for my Company?

Yes, if you do require a different code or the code to be sent to the registered office address. We are able to change the code by paper for you. If you require the code changing by paper we will send you a Power of Attorney which will need to be signed by the Director of the Company. 

How long does it take to obtain or change my Authentication Code?

Once a code has been requested it takes around 3-5 working days for the code to be delivered to the Registered Office Address. If you are changing the code by paper it takes around 5 working days for the code to be changed with Companies House. We will check and email you once the code has been changed. We will also add the code to your Secretarial Services.

To increase the shares within your company, you will be required to supply information about the new share capital within your company. We are required to inform Companies House of any changes that occur within your company.

Once the increase in Shares has been accepted with Companies House, you will be required to file an Annual Return to fully update their records. We can assist you with updating Companies House and filing your Confirmation Statement.

What do I need to Increase the Share Capital?

To increase the shares within your company, you will be required to provide new information on the company shares. The following information is required:

Company Name

Company Number

Authentication Code (we can still assist you if you don’t have this)

Date the Shares increase

Number of shares you wish to increase

New details on the Company Share Capital

How long does it take to increase the Shares?

Information on the new Company Shares needs can be submitted to Companies House electronically. It usually takes a few hours for the changes to be accepted.

We monitor the application to make sure that there are no problems with submitting the new share information. Once the new Share information has been accepted, we will send you email confirmation

You can change the name of your company anytime after incorporation providing the name is acceptable. Changes can be made electronically or by paper. If you are changing the name of a company to a name that contains a sensitive word, the change of name would need to be processed by paper along with supporting evidence stating you can use the sensitive word.

What are Articles of Association?

The company Articles of Association is a document which is usually created along with a Memorandum of Association. The Articles are basically the rules of a company, and it defines the responsibilities of the Directors, provides details of what business the company is involved in and provides information about the Shareholders responsibilities. The officers within the company must ensure that they are following the rules that have been set out in the Articles.

Most people choose to use the Model Articles of Association that are usually suitable for most types of companies and company structures.  However, some people have special requirements which must be set out in the Articles, therefore they would either apply to change the Articles before submitting their new company or they would change the Articles once the company has been incorporated.

What do I need to change my Articles?

You can change the Articles of Association anytime after a Company has been incorporated.

To change your Articles, you will be required to provide us with the following:

New Articles of Association

Special Resolution to change the Articles (this needs signing by the Director of the company, and we will issue you with a resolution once we have received your order)

To proceed with changing the Articles, we will require the original signed Special Resolution from you.

How long does it take to change the Articles?

We will be required to submit the new company Articles and the Special Resolution to Companies House. It usually takes around 5 working days for Companies House to update the company records with the new Articles of Association.

We will send you email confirmation once the new Articles have been accepted with Companies House.

What types of companies have Articles?

Articles of Association are not applicable to all types of companies. The following types of companies have Articles of Association:

Limited by Shares / Private Limited Company

Limited by Guarantee

Limited by Guarantee Omitting Limited

Public Limited Company (PLC)

Flat Management Company

Community Interest Company (CIC)

What is a CIC?

A Community Interest Company is most commonly known as a CIC Company, which is a new type of company introduced by the UK Government in 2005 under the companies Act 2004. CIC companies are types of Limited companies for people wishing to establish businesses which trade with a social purpose, or other activities to benefit their community.

Why would I convert my existing company to a CIC?

As a CIC company is a new type of company so existing companies prior to 2005, will not have had the opportunity to set up a CIC Company, if your business is benefitting the community but is already existing as another company type, you may wish to convert your company to a CIC Company.

A CIC company has flexibility to suit your company’s activities, but also has some special features to ensure they are benefit of the community:

Useful for enterprises of all sizes from a small community care project to a large organisation

A CIC Company is intended to use their income and profits to benefit the community they are serving

They are limited companies with Special Additional Features

A CIC Company needs to be registered with both Companies house and the CIC Regulator

Community Interest Companies must be limited companies. They cannot be a charity or unincorporated organisation.

We will provide you with all the required documentation to convert your company to a CIC.

How long will it take to convert my existing company? 

Once all of the necessary forms and documentation have been provided and sent to Companies House. It takes around 5 working days for an existing company to be converted into a CIC Company.

What is VAT Registration?

By registering your UK Company for VAT, you will receive a company VAT Number. Once your company has been registered for VAT HMRC will issue you a VAT Certificate that will confirm the following:

Your VAT number

When to submit your first VAT Return and payment

Your ‘effective date of registration’ - this is the date you went over the threshold, or the date you asked to register if it was voluntary

From the effective date of registration you must ensure you:

Charge to correct amount of VAT

Pay any VAT due to HMRC

Submit VAT Returns every 3 months

Keep VAT Records

You are also able to reclaim the VAT you’ve been paid on certain purchases made before you registered.

When do I need to apply for VAT?

If your taxable supplies exceed the VAT Registration threshold of 83,000GBP then you are legally obliged to register for VAT. Taxable supplies are anything that is subject to VAT. Therefore, if your turnover of taxable supplies exceeds 82,000GBP or if you know that it will, then you must register for VAT.

How long does it take to register for VAT?

Upon receipt of your order we will email you an application form to complete with your company details, once we have received this back we can proceed to register your company for VAT.

It usually takes around 14 working days to register your company for VAT, however this does depend on HMRC workload and they may request further information to support your VAT application.

Until you have received your VAT Number you are able to charge VAT on your invoices. Once the company has been registered for VAT and you have received the number, you can then reissue any invoices showing VAT.

Why do I need to mark a company as Dormant?

You are required to mark a company as Dormant with HMRC if your company has not traded. By marking a company as Dormant this will update HMRC’s records and you will not be required to file Company Tax Returns on a yearly basis.

All companies are automatically registered to receive a Company Tax Return reminder on a yearly basis. As you are receiving reminders this means that you are required to file a Tax Return. If your company is Dormant, you are not required to file Tax Returns and must mark your company as Dormant with HMRC.

How long does it take to mark a company as Dormant?

It usually takes around 5 working days to mark a company as Dormant with HMRC, however this does depend on their workload.

Once your company has been marked as Dormant we will send you email confirmation.

What happens if I don’t mark a company as Dormant?

If your company has not traded and you do not mark it as Dormant, HMRC will send you Company Tax Return reminders by post and they will request that you file a Company Tax Return.

Failure to file your Company Tax Return on time will result in your company receiving a penalty. Therefore, if you have a company that has not traded it is recommended that you mark it as Dormant with HMRC as soon as possible.

When can I mark a company as Dormant?

You can mark your company as Dormant whenever you like. However, it is recommended that you mark your company as Dormant within the 1st year of your company being registered.

Most people choose to mark their company as Dormant as soon as it has been registered.

What are Dormant Accounts?

All companies in the UK must ensure they submit Accounts to Companies House on a yearly basis. Depending on whether your company has traded or not will depend on which Accounts you will need to file, if your company has not traded you will be required to file Dormant Company Accounts.

The Dormant Accounts provides Companies House with confirmation that your company has not traded.

If your company has traded you will be required to file trading accounts.

What is Corporation Tax?

All limited companies and foreign companies with a UK Branch or office in the UK are subject to Corporation Tax requirements. If your company is liable to Corporation Tax, it is subject to requirements and deadlines. This means that you are required to take the following actions:

Pay the required Corporation Tax on its taxable profits each year (letter will be issued to the company)

Send HMRC a completed CT41G New Company Details form as soon as possible

File Company Tax Returns on an annual basis

Taxable profits include the money your company makes from:

Doing Business (trading profits)

Investments

Selling assets for more than they cost

If your company is based in the UK, it pays the Tax on all its profits from the UK and abroad.

If your company isn’t based in the UK but has an office or branch here, it only pays the Tax on profits from its UK activities.

Once your company has been registered you must ensure that it is registered for Corporation Tax within 3 months of the incorporation date. Failure to register within the first 3 months may result in you receiving a penalty.

Who is exempt from paying Corporation Tax?

If you have a UK Company that is not trading in the UK but is paying taxes overseas, your company may be exempt from paying Tax in the UK.

To apply for your company to be exempt from paying corporation tax, we will require a letter from the authorities in the country where you are paying taxes. This will need to confirm that you are paying taxes in another country.

An EORI Number is an Economic Operator Registration and Identification Number. It is obtained to help traders communicate with customs officials when they are importing and exporting goods. Importers and Exporters are able to obtain an EORI Number which can be used throughout the EU. The number can be used when communicating with any customs authorities in the EU, for example, in customs declarations where a customs identifier is required.

An EORI number is stored both nationally and on a central EU Economic Operator Registration and Identification database. The information the database provides is used by customs authorities to exchange information, and to share information with government departments and agencies.

Why would I need an EORI?

You would need an EORI Number if you are exporting and importing goods throughout the EU. It is recommended to have an EORI number if you are required to provide pre-arrival or pre-departure information for goods that are being imported or exported.

The Security Laws mean that you are required to declare your goods that are arriving or leaving the EU. If you are not declaring your goods in the usual way you will be required to obtain an EORI Number to complete an entry summary declaration or an exit summary declaration.

How long does it take to obtain an EORI?

Upon receipt of your order, we will send you a short application form that will need to complete with details of your exports and imports.

It usually takes HMRC around 3 working days to process an application for obtaining an EORI, however this could be longer or quicker depending on their workload.

As soon as we have obtained your EORI Number you will receive email confirmation.

What do I Need to obtain an EORI?

Upon receipt of an order we will send you an application form to complete, once all of the information on the form has been completed, we need the form emailing back to us.

Once the form has been received, we will forward it to out Accounts manager at HMRC who will review the information.

We do not require any identification documents to obtain an EORI Number.

What is a Confirmation Statement?

All companies in the UK must ensure they submit a confirmation statement on a yearly basis. The confirmation statement provides a snapshot of general information about your company, including details of directors, shareholders, shareholdings and Registered Office Address.

When should it be filed?

The Confirmation Statement for a company is usually due to be filed on the anniversary date of your companies incorporation date – eg, company set up on 12 May 2015, Confirmation Statement will be due for filing on the 12 May 2016. You have 28 days from the Confirmation Statement due date to file your Confirmation Statement on time, if it is not filed within this period your company will not be in good standing and could incur penalties.

If the details of a shareholder have changed and you need to update Companies House with the new changes, then you will be required to file a Confirmation Statement to update their records.

What are Trading Accounts?

All UK Companies must ensure that they submit Accounts to Companies House on a yearly basis. Depending on whether your company has traded or not depends on which accounts you will need to file. If the company has traded, you will need to file trading accounts for the company. Submitting Trading Accounts to Companies house proves that a company has been trading.

When do they need to be filed?

The Accounts of a company are usually due to be filed on the last date of the anniversary month – eg, company set up on 12 May 2015, Accounts will be due for filing on the 31 May 2016. You have 9 months from the Accounts due date to file your Accounts on time, if it is not filed within this period your company will not be in good standing and could incur penalties.

You can also apply to change the Accounting Reference Date (date the Accounts are due to be filed)

How do I file them?

To file your Accounts, you will be required to provide three sets of original signed trading accounts. The Accounts are then sent to Companies House for them to update the company’s records.

We can provide this service for you!

What is the Accounting Reference Date ( ARD )?

The ARD reflects what date your company’s accounts are due to be filed. It's the last calendar day of the month, when your company was set up - eg if your company was set up on 12 May, its first accounting reference date will be 31 May the following year.

What is Voluntary Striking Off?

Voluntary Striking off is a service that is performed through Companies House. If a director decides they no longer require the company they are able to take action to remove the company from the Company Register. 

How do I apply for Voluntary Striking Off?

To apply for Voluntary Striking off, the Director will be required to sign a form confirming that they agree that the company should be struck off the company register. The original form must be provided so that the company can be struck off the register.

What is the process for Voluntary Striking Off?

Once we are in receipt of the original form, it will be submitted to Companies House. Companies House will review the form and if it is accepted they will register the information on the public records for the company. Acknowledgement of Voluntary Striking Off will also be sent to the address shown on the form. Once the Voluntary Striking Off has been accepted, Companies House will arrange for a Notice of the Striking off in a relevant News Paper to allow any interested parties to object. If no one objects to the proposed striking off of the company the final notice will appear in the News Paper and the company will be struck off.

Who is likely to objects to a company being struck off? 

The most likely party to have an objection to a company being struck off is HMRC, this could be for various reasons, such as, corporation tax not being paid, VAT Returns not being submitted and any penalties that may have occurred within the company.

If HMRC object to the company being struck off you are able to contact HMRC to find out why they are objecting and submit the relevant information to them.

How long does it take to strike a company off? 

Once the original DS01 form has been received at Companies House, it takes around 5 working days for the application to be accepted. It then takes a further 3-4 months for the company to be completely struck off the company register. You will receive updates on the status of your order on a regular basis.