Practical: Companies House web filing and annual returns

FIRSTLY – AN IMPORTANT CHANGE TO THE STATUTORY RECORDS REQUIREMENTS

Important changes to statutory requirements during 2016 – PSC register (Persons with Significant Control)

Existing AR01

All companies have to submit an annual return AR01 (formerly 363s) with details of directors, shareholders, etc). Confusingly, this form does not contain accounting or tax information.  It  is normally dealt with by you rather than us.

There is a mandatory filing fee payable to Companies House of £13 if filed electronically, or £40 if filed on paper.


Ask us to file for you

If you would like us to arrange filing of the AR01 for you, our fee is £30 including the statutory fee to Companies House.

Please visit our online form to ask us to complete the form and to make payment via PayPal.


File yourself

There is a mandatory filing fee payable to Companies House to file the AR01 of £13 if filed electronically, or £40 if filed on paper.

With this in mind we recommend that you consider registering to file electronically using the Companies House web filing system – basic information is at:

http://www.companieshouse.gov.uk/arefiling/

To register for filing by internet there are two steps:

1 -Register your self as a filer by obtaining a security code – this registration is linked to a specific e-mail address – we do not set this up for you.

2 – Obtain an authentication code for your company (if we formed the company for you, we will have obtained this and given it to you – look in the formation memorandum document)

The two codes are not linked, meaning that anyone with a security code can file for any company that they are privy to the authentication code for.

If you don’t have an authentication code, or you request a reminder, then it will be sent by post to the registered office – if thats us we will forward it to you on receipt.

Practicalities

The web filing service lets you file:

  • annual return
  • appointment/resignation/change of details for directors
  • registered office change
  • share issues

and some other less common forms.

NB filing accounts via web filing  – it is possible, but its very cumbersome and involves re-typing them onto a Companies House form.  Better to either submit abbreviated accounts by post, or let us file them for you via direct software link (no charge)

A common point of confusion relates to share transfers – share transfer forms are for stamp duty only, and are not registered at Companies House – and indeed there is no facility to report them to Companies House. Therefore any changes in shareholdings in the previous year need to be updated on the annual return once a year, be it done electronically or manually – there is no in year reporting.

Following the final implementation stages of the 2006 Companies Act, from 1 October 2009 there are some new information requests on the annual return. Most of these are straight forward, but two questions cause confusion:

  • first, under share capital, there is a request for “Prescribed particulars of rights attaching to shares”. The suggested answer for most cases is “full rights as set out in the articles of association”.
  • secondly, if you have a corporate appointment as secretary or director, additional information is sought – see below if we are your secretary.

The SIC codes describing your business category have now changed, and you will be asked to update them to SIC2007 which is now mandatory.  If you are struggling with the drill down, then there is a converter available here:

http://www.ons.gov.uk/ons/guide-method/classifications/current-standard-classifications/standard-industrial-classification/correlation-between-uk-sic-2003-and-2007.xls

Whitefield Nominees Limited

If your secretary is Whitefield Nominees Limited (us acting for you), then the information is:

  • Company registration number – 03370666
  • Whitefield Nominees Limited is an “EEA” company
  • Location of file – enter our business address (2 New Road, Brading, Sandown, Isle of Wight, PO36 0DT)

Your first annual return – (if you are doing it yourself)

The annual return simply confirms details such as registered office address, name and address of directors and shareholders, and number of shares in issue. It does not have any accounting or tax information on it.

It shouldn’t take more than a few minutes to do, online or manually.

Some assistance if you are filing your companies first annual return:

you should find that registered office and director / secretary details are correct, but any necessary changes can be made

  • under the screen for registered there are questions about other registers, eg of debentures – these questions can normally be ignored
  • on your first return you will need to find a SIC code to cover the companies main activities, and in future years check the SIC code is still correct. The system gives you a list of SIC codes, you need to select from the appropriate heading, and then drill down to find the code applicable to your business (see list above)
  • on the first annual return you may need to set up details of the company shareholdings, if the company was a pre formed “shelf” company  rather than a direct formation at Companies House.   This is in two parts – first providing details of the issued shares, then, secondly, providing details of who owns them.  Please contact us if you need assistance.

If you get stuck on your first annual return then contact us for assistance. You can leave the return half way through, and any changes are saved for a few days; if necessary we can go in and finish off for you.


People with Significant Control (PSC)

Not to be confused with the “other” PSC (Personal Service Company) from 6 April 2016 you are required to keep a record of the people who control your company (PSC’s). There are criminal penalties if you do not do this. A PSC, in most companies, would be an individual who:

  • hold more than 25% of the company’s shares
  • hold more than 25% of the company’s voting rights (this is usually aligned to the shareholding)
  • have the right to appoint or remove the majority of directors.

Or for an individual who does not meet the above conditions, anyone who:

  • has the right to, or actually exercises, significant influence or control over the company
  • has the right to, or actually exercises, significant influence or control over a trust or company that meets one of the above conditions.

In conjunction with this new requirement, from 30 June 2016 the Companies House annual return AR01, which has to be filed annually by all companies, to report details of directors, shareholders etc, is being replaced by a Confirmation Statement. This will be your first opportunity to provide the details of your company’s PSC’s. Neither the AR01 nor the Confirmation Statement contain accounting or tax information.  It  is normally dealt with by you rather than us. We have yet to see what the new style Confirmation Statement looks like, and whether it will be vastly different to the old style AR01 return. We are assuming for now that it will just be the same information needed albeit in a different format. Extra care will be needed in the completion of this statement until it becomes as familiar as the old style return. The Confirmation Statement must be filed once a year as a minimum, and whilst there will only be one filing fee per year (see below re: fees) you may file as many times as you wish, and are encouraged to file a new Confirmation Statement every time there is a change. You can find further information about the new Confirmation Statement and the requirements for keeping a register of People with Significant Control (PSC’s) here:

https://www.gov.uk/government/news/the-small-business-enterprise-and-employment-bill-is-coming

There will be a fee to file the new Confirmation Statement, but the actual amount of this fee has not yet been announced, for the AR01 return there is a mandatory filing fee payable to Companies House of £13 if filed electronically, or £40 if filed on paper.