Company Filing Obligations

Question 1

What document must companies file at least once a year?

Answer 1

o Confirmation statement

Question 2

What is the purpose of the confirmation statement?

Answer 2

The purpose of this is to make sure that all the information held by CH is correct

Question 2

On what form is the confirmation statement filed on?

Answer 2

Form CS01

Question 3

What is the confirmation date?

Answer 3

o The confirmation date is the anniversary of incorporation

Question 3

When must the confirmation statement be filed?

Answer 3

Within 14 days of the company’s confirmation date

Question 4

What are the consequences of not filing / late filing of a confirmation statement?

Answer 4

• It is a criminal offence not to file this or file late

Question 5

What obligations do company’s have in relation to accounting records?

Answer 5

Every company must keep adequate accounting records

Question 6

What documents must be prepared at the end of the financial year? Who prepares these?

Answer 6

o Accounts (director)
o Directors’ report (unless exempt*) (director)
o Auditors report (if required) (auditor)

Question 7

Once prepared, what must happen with the end of year financial documents?

Answer 7

They must be circulated to every shareholder, debenture holder and anyone entitled to receive notice of a general meeting

The accounts must be filed with companies house

Question 8

What is the obligation in relation to the end of year accounts?

Answer 8

The accounts must give a true and fair view of the state of affairs at the end of the financial year

Question 9

Which companies do not need to prepare a directors’ report?

Answer 9

Small companies and micro-entities

Question 10

What is the definition of a small company?

Answer 10

 A balance sheet total of less than £5.1 million
 Turnover less than £10.2 million
 Less than 50 employees

Question 11

What is the definition of a micro-entity?

Answer 11

 A balance sheet total of less than £316,000
 Turnover less than £632,00
 Less than 10 employees

Question 12

What are the timescales for a newly incorporated company to file its accounts in its first financial year?

Answer 12

The longer of either:

1:
o LTDs - 9 months from the first anniversary of incorporation
o PLCs - 6 months from the first anniversary of incorporation

2:
o 3 months from the end of the accounting reference period

Option 2 is relevant if the company have delayed their accounting period

Question 13

If a newly incorporated company has not extended their accounting period, how many months from the date of incorporation will they have to file their first end of year accounts?

Answer 13

o LTDs - 21 months from the date of incorporation to file their first accounts (unless they have extended their first accounting period)
o PLCs - 18 months from the date of incorporation to file their first accounts (unless they have extended their first accounting period)

Question 14

What are the timescales for companies which are not newly incorporated to file their accounts?

Answer 14

• LTDs - 9 months from the end of the accounting period
• PLCs - 6 months from the end of the accounting period

Question 15

What is the accounting reference day?

Answer 15

This is the final day of a company’s financial year.

It is the 12 month anniversary of the last day of the month of company incorporation i.e. a company becomes incorporated on 7 Aug 2024, their ARD is 31 Aug 2025

This will be the same each year unless the company makes a request to companies house to change it.

Question 16

Who determines a company’s accounting reference day?

Answer 16

This is initially set by companies house. A company can ask companies house to lengthen or shorten it.

There is no limit to shortening it, but it can only be extended once in 5 years

Question 17

Explain a company’s first accounting reference period and how it operates thereafter

Answer 17

The company’s first accounting reference period will run from the date of incorporation to the accounting reference date.

Thereafter, the accounting reference period is the start date after the accounting reference date and ends on the accounting reference date the following year

Question 18

What is the accounting reference period?

Answer 18

The accounting reference period is the period of time the company needs to produce accounts for.

This is typically 12 months but can be shortened or lengthened by changing the accounting reference date.

Question 19

What obligations does a company have in relation to the register of members and register of directors?

Answer 19

• All companies must keep a register of members and register of directors
• The registers must be available for inspection either at the RO or SAIL

Question 20

Do you need to pay to view the register of members and register of directors?

Answer 20

SHs can inspect this for free and a fee is payable for anyone else

Question 21

How will a company commit a criminal offence in relation to the register of members? Who will be responsible?

Answer 21

o If they prevent someone from inspecting the register
o If the number of SHs increases from 1 and there is not a statement to reflect this in the register
o If a set of shares are jointly owned and all of the joint owners are not named on the register
o If the register is incomplete

The company and every officer of the company in default

Question 22

What must the register of members state if there is only one shareholder? What must happen if this changes?

Answer 22

There must be a statement on the register stating there is only one shareholder

If the number of shareholders increases, there must be a statement saying the company ceases to only have one member and the date of this. Otherwise, there will be a breach of s123

Question 23

What information must the register of members include about the shareholder?

Answer 23

o SHs name and address
o The date they were registered as a SH
o Details about their shareholding

Question 24

If any shares are jointly owned, what must the company do?

Answer 24

There must be a statement to reflect this on the register of members. If not, this will be a breach of s113.

Question 25

When must the register be updated?

Answer 25

o When a SH ceases to be a member
o When a new person becomes a SH. The register should be updated as soon as practicable after the transfer and no later than 2 months afterwards.

Question 26

What registers must the company keep?

Answer 26

o Register of members
o Register of persons with significant control (noting the exceptions)
o Register of directors
o Register of directors’ residential addresses
o Register of secretaries

Question 27

Who is a person with significant control?

Answer 27

A person who either:
o Holds more than 25% of the shares
o Holds more than 25% of the voting rights
o They can appoint or remove the majority of the board
o They have the right to exercise significant influence or control over the company

Anyone who meets this criteria must be registered on the PSC register.

Question 28

Which companies must have a PSC register?

Answer 28

o All LTDs
o Non-traded PLCs (i.e. PLCs trading on a UK regulated stock market do not need a PSC register)

Question 29

What are the companies obligations in relation to the PSC register?

Answer 29

o It must be filed with CH
o There must be a register, even if they do not have any PSCs
o It must be available for inspection at the RO or SAIL (residential addresses that are not service addressed should be removed)
o They must keep this up to date

Question 30

Can companies record their PSCs at companies house, rather than having a register?

Answer 30

LTDs can keep this information on the central register at CH rather than having a separately maintained PSC register.

The PSC will need to apply to CH to keep their name and residential address private on the public register at CH

Question 31

When must the relevant form be filed with CH in relation to the PSC register?

Answer 31

The relevant form must be filed with CH within 14 days of the change to the register.

This is applicable whether they maintain the register is kept at the RO, SAIL or CH

Question 32

What are the relevant forms in relation to the PSC register?

Answer 32

o Form PSC01 - individual PSCs who are to appear the register for the first time (it is an offence not to complete this)
o Form PSC02 - legal entity PSCs who are to appear the register for the first time
o Form PSC04 - update information about an individual on the register
o Form PSC05 - update information about a legal entity on the register
o Form PSC07 - notice of ceasing to be PSC

Question 32

What information must the register of directors include?

Answer 32

o Natural person - their DOB and address
o Corporate person - registered company office

Question 33

What option does a private company have in relation to storing its registers?

Answer 33

The registers (no longer including the register of members) can be stored on the public register at companies house, rather at the RO or CH.

If the company elects to do this, they do not need to have copies of the registers at the RO or SAIL.

Question 34

When will a company commit an offence in relation to the register of directors?

Answer 34

o It is a criminal offence not to have the register available for inspection

Question 35

What documents must be filed with CH when a new director is appointed and within what time frame?

Answer 35

Within 14 days of appointment:
o Form AP01 - individual D
o Form AP02 - corporate D

Question 36

Re register of directors and register of directors residential addresses:

What documents must be filed with CH when there has been a change in the director’s particulars and within what time frame?

Answer 36

Within 14 days:
o Form CH01  individual D
o Form CH02  corporate D

Question 37

What information must the register of directors’ residential addresses state? Who does this apply to?

Answer 37

• This section only applies to individual Ds, not corporate Ds
• This must state the usual residential address of each of the Ds unless their service address and residential address are the same, in which case there must be a statement to this effect

Question 38

Is the register of directors’ residential address public?

Answer 38

It is not open for inspection and is not made public on the register at companies house. However, if the director were to use their residential address as their service address, then the residential address would inadvertently become public.

Question 39

What company’s must have a register of secretaries?

Answer 39

Any company with a company secretary

Question 40

What information is on the register of secretaries?

Answer 40

the secretary’s individual/company name and service address

Question 41

How did the law change in relation to the register of members in 2024?

Answer 41

Companies were no longer allowed to store this register at CH on the public register.

Question 42

Is the register of secretaries available for inspection?

Answer 42

The register must be available for inspection free of charge either at the RO or SAIL

Question 43

What forms must be filed if there is a change to the particulars of the register of members and within what time frame?

Answer 43

If any information on the register changes, the company must inform CH within 14 days
o Form CH03 - human secretary
o Form CH04 - corporate secretary