Companies House - Directors and Secretaries Guide

What you have to send to Companies House

Company directors and secretaries are responsible for delivering information to the Registrar. There are over 200 forms that companies could file. The following information deals only with the most common forms and documents that companies will use.

1. Accounts

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

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

• directors' report signed by a director or the company secretary;
• a balance sheet signed by a director;
• a profit and loss account (or income and expenditure account if the company is not trading for profit);
• an auditors' report signed by the auditor;
• notes to the accounts; and
• group accounts (if appropriate).

Our booklet, 'Accounts and Accounting Reference Dates', provides more information on preparing and filing accounts and about exemptions from filing.

Accounts must be produced to a standard that we can scan to reproduce electronically - see chapter 5.

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

2. Annual returns (Form 363)

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

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

The details should be:

• checked closely (and amended if necessary);
• signed and dated; and
• returned to us within 28 days of the date shown on the form, with the filing fee.

If you file the annual return late or not at all, the company and its director(s) and secretary can be prosecuted.

Please note that annual returns are quite separate from annual accounts. For more information about how to complete an annual return, refer to our 'Annual Return' booklet.

3. Change of accounting reference date - Form 225

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

4. Change of registered office - Form 287

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

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

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

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

There are three types of Form 288.

• Form 288(a) is used for the appointment of an officer.
• Form 288(b) is used for an officer ceasing to act (resignation, removal, death etc).
• Form 288(c) is used for a change in details of an officer, for example, a change of name or new residential address.

All changes to directors' and secretary's details must be sent to the Registrar within 14 days of the change.

6. Allotments of shares - Form 88(2)

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

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

7. Resolutions

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

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

8. Mortgages and charges

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