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Companies House

Summary

Companies House
CompaniesHouse.svg
Executive agency overview
Formed5 September 1844; 177 years ago (1844-09-05)[1]
JurisdictionUnited Kingdom
HeadquartersCrown Way
Cardiff
CF14 3UZ[2]
Executive agency executives
  • Louise Smyth, Chief Executive and Registrar of Companies for England and Wales
  • Lisa Davis, Registrar of Companies for Scotland
  • Helen Shilliday, Registrar of Companies for Northern Ireland
Parent departmentDepartment for Business, Energy and Industrial Strategy
Websitewww.companieshouse.gov.uk Edit this at Wikidata

Companies House is the United Kingdom's registrar of companies[3] and is an executive agency and trading fund of Her Majesty's Government, falling under the remit of the Department for Business, Energy and Industrial Strategy.[4] All forms of companies (as permitted by the United Kingdom Companies Act) are incorporated and registered with Companies House and file specific details as required by legislation. All registered limited companies, including subsidiary, small and inactive companies, must file annual financial statements in addition to annual company returns, and all these are public records. Only some registered unlimited companies (meeting certain conditions) are exempt from this requirement.

The United Kingdom has had a system of company registration since 1844. The legislation governing company registration matters is the Companies Act 2006.

History

19th century

Prior to 1844, companies could only be incorporated through grant of a royal charter, by private act of Parliament,[5] or, from 1834, by letters patent. Few companies were incorporated, with only approximately 100 companies being incorporated by private act between 1801 and 1844.[6] At this time, no central register of companies was in existence.

Joint Stock Companies Act 1844

The origins of Companies House date back to 1844, the year the Joint Stock Companies Act received royal assent, enabling companies to be incorporated by registration for the first time.[7] The Act created the office of the Registrar of Joint Stock Companies to maintain the register of companies,[8] which was publicly accessible.[9] It was hoped by MPs of the day that a publicly accessible central company register would help to protect the public from fraud.[10] All companies, irrespective of their method of incorporation, were obliged to register within three months of the commencement of the Act.[6]

The Act provided for two types of company registration: provisional,[11] and complete.[12] The filing requirements for complete registration were more extensive than those for provisional registration.[11][12] Given that there was no requirement for companies granted a certificate of provisional registration to submit the remaining information in order to become completely registered, the Act was not hugely successful as many of its provisions applied only to completely registered companies.[13]

The Joint Stock Companies Act 1844 applied only to England and Wales, and Ireland; it did not apply to Scotland.[14]

Companies registered under the Joint Stock Companies Act 1844
Year Number of companies[10]
Provisionally registered Completely registered
1844 119 –
1845 1,520 57
1846 292 112
1847 215 98
1848 123 63
1849 165 68
1850 159 57
1851 211 63
1852 414 110
1853 339 124
1854 239 132
1855 253 81

Limited Liability Act 1855

Prior to the commencement of the Limited Liability Act 1855, shareholders were generally treated similarly to partners in a common law partnership, and had unlimited liability for the debts and obligations of the companies in which they held shares.[15] From 1855, it became possible for shareholders to benefit from limited liability[16] as a matter of routine,[17][18] provided the companies in which they held shares were registered with the Registrar of Joint Stock Companies under the 1844 Act.[19] The aim of this act was to incentivise the creation of new joint stock companies, while giving investors, the majority of whom did not play an active role in day-to-day management, protection from liabilities incurred by company directors.[17]

Joint Stock Companies Act 1856

The Joint Stock Companies Act 1856 abolished the dual registration system of the 1844 Act;[13] provisional registration ceased to be possible. In exchange for providing shareholders with the benefit of limited liability, companies were required to submit certain information to the Registrar for Joint Stock Companies, including memoranda and articles of association (which had not previously been divided in this way),[13] and annual reports.[15]

The 1856 Act also mandated that there be a Registrar of Companies for each of the UK's three jurisdictions.[20] This system remains today today, with a separate Registrar of Companies for England and Wales, Scotland, and Northern Ireland;[21] 'Companies House' is merely a brand adopted by the registrars.[22]

Company registration in Scotland commenced in 1856, with the first company registered being the Daily Bulletin Company Limited, a newspaper publisher.[23] The first Registrar of Joint Stock Companies for Scotland was George Deane, from 1856 to 1858, before he was transferred to the London office of Companies House to be Chief Clerk to the Registrar for England and Wales. The remaining staff were transferred to the office of the Queen's and Lord Treasurer's Remembrancer (Q&LTR), who took on the role of Registrar of Companies for Scotland.

20th century

In 1982 the post of Q&LTR was transferred to the Crown Agent, and the staff and functions relating to company registration in Scotland were transferred to the Department of Trade and Industry on 1 April 1981.

In October 1988, Companies House became an executive agency of the Department of Trade and Industry, and then in October 1991 started to operate as a trading fund, self-financing by retaining income from charges.

21st century

Companies Act 2006

When the Companies Act 2006 was fully implemented on 1 October 2009, the Northern Ireland companies register was fully integrated into Companies House; previously, all limited companies in Northern Ireland were registered with the Department of Enterprise, Trade and Investment.[citation needed]

As government departments were reorganised, Companies House came under the Department for Business, Enterprise and Regulatory Reform (2007), the Department for Business, Innovation and Skills (2009), and the Department for Business, Energy and Industrial Strategy (2016). Companies House was a member of the Public Data Group, an advisory board which between 2011 and 2015 sought to improve public access to government data.[24]

Companies House is also responsible for dissolving companies.[25]

In 2020, there were approximately 4.3 million businesses on the Companies House register.[26]

Number of undertakings registered with Companies House
Year ended Size of Total Register at year end
31 March 2014[27] 3,250,300
31 March 2015[28] 3,464,155
31 March 2016[29] 3,678,860
31 March 2017[30] 3,896,755
31 March 2018[31] 4,033,355
31 March 2019[32] 4,202,044
31 March 2020[33] 4,350,913

Response to 2020 pandemic

In view of the coronavirus pandemic, from 25 March 2020 companies were able to apply for a three-month extension to the annual deadline for filing their accounts and reports.[26]

By jurisdiction

The role of Registrar of Companies is not a political one, and the incumbent is a civil servant.

England and Wales

The Cardiff office

The Registrar of Companies for England and Wales is based at Companies House, Cardiff,[34] and is responsible for the registration of companies in England and Wales. Until 2011 there was another Companies House office in Nantgarw, Wales. The London office of Companies House, located at Petty France, is purely a facility to file and view documents, which are then processed in Cardiff.

Scotland

The Registrar of Companies for Scotland, is based at Companies House, Edinburgh, and is responsible for the registration of companies in Scotland.

Northern Ireland

The Registrar of Companies for Northern Ireland is based at Companies House, Belfast, and is responsible for the registration of companies in Northern Ireland.

Undertakings registered

Companies

Companies House acts as registrar for the following types of company:

Other undertakings

Despite its name, Companies House acts not only as registrar for companies, but also for the following undertakings:

Undertakings for which Companies House does not act as registrar

Companies House does not act as registrar for the following undertakings:

Register of Companies

The Register of Companies is the index of every undertaking registered with Companies House.[56]

Names

Uniqueness

Every undertaking registered with Companies House must have a unique name.[22] Whether a name is unique or not is determined by Companies House; certain terms and punctuation, and characters after the first 60, are completely disregarded when assessing the uniqueness of a name, and other characters, although strictly different, are deemed to be the same as each other.[57]

Restrictions

Companies may not have names which if used would constitute a criminal offence, or which are offensive.[58] Approval from the Secretary of State is required if a company wishes to use a name indicating a connection to government,[59] or other so-called 'sensitive' words or phrases.[60]

Indication of status

Generally, undertakings registered with Companies House are required to indicate their legal form in their names:

  • Public limited companies, the names of which must end with 'public limited company' or 'plc',[61] or, in the case of Welsh companies if they so choose, the Welsh language equivalents 'cwmni cyfyngedig cyhoeddus' or 'ccc'[62]
  • Societates Europaeae, the names of which had to include 'SE'[63] (replaced with 'UK Societas' for SEs remaining registered in the UK on 1 January 2021 as a consequence of Brexit)[64]
  • Private limited companies, the names of which ordinarily must end with 'limited' or 'ltd',[65] or, in the case of Welsh companies if they so choose, the Welsh language equivalents 'cyfyngedig' or 'cyf'[66]
  • Community interest companies, the names of which must end with 'community interest company' or 'cic'[67] (or, if it is a public company, 'community interest public limited company' or 'community interest plc'),[68] or, in the case of Welsh companies if they so choose, the Welsh language equivalents 'cwmni buddiant cymunedol' or 'cbc'[69] (or, if it is a public company, 'cwmni buddiant cymunedol cyhoeddus cyfyngedig' or 'cwmni buddiant cymunedol ccc')[70]
  • Limited partnerships, the names of which must end with 'limited partnership' or 'lp',[71] or if the principal place of business is Wales and they so choose, the Welsh language equivalents 'partneriaeth cyfyngedig' or 'pc'[72]
  • Limited liability partnerships, the names of which must end with 'limited liability partnership' or 'llp',[73] or in the case of Welsh limited liability partnerships if they so choose, the Welsh language equivalents 'partneriaeth atebolrwydd cyfyngedig' or 'pac'[74]

Notwithstanding the above, private limited companies need not indicate their legal form in their names if they are charities,[75] exempted by new regulations made by the Secretary of State,[76] or subject to a continuing exemption.[77]

Registered numbers

Every undertaking registered with Companies House is issued with a registered number.[78] Once issued, a registered number remains the same, even if the undertaking changes its name.[22]

Registered numbers consist of eight digits, and in certain circumstances a two letter prefix, including:[79]

  • Companies incorporated in Scotland: SC
  • Companies incorporated in Northern Ireland: NI
  • Companies incorporated by royal charter: RC (England and Wales), SR (Scotland), or NR (Northern Ireland)
  • Overseas companies: FC (England and Wales), SF (Scotland), or NF (Northern Ireland)
  • Limited partnerships: LP (England and Wales), SL (Scotland), or NL (Northern Ireland)
  • Limited liability partnerships: OC (England and Wales), SO (Scotland), or NO (Northern Ireland)
  • European economic interest groupings: GE (England and Wales), GS (Scotland), or GN (Northern Ireland)

Certificates of incorporation or registration

Certificates of incorporation

The Register of Companies contains certificates of incorporation for all undertakings incorporated by registration with Companies House. Incorporation takes place on the issuance of a certificate of incorporation by the registrar.[80] Private limited companies can be issued with a certificate of incorporation within 24 hours of an application being submitted.[81]

Certificates of incorporation for companies include the following information:[82]

  • Registered name
  • Registered number
  • Date of incorporation
  • Whether the company is limited or unlimited, and if limited, whether by shares or guarantee
  • Whether the company is private or public
  • Whether the company's registered office is in England and Wales, Wales, Scotland, or Northern Ireland

Registration of companies is complete once the certificate of incorporation is signed or sealed by the registrar.[83]

Certificates of incorporation for limited liability partnerships include the following information:[84]

  • Registered name
  • Registered number
  • Date of incorporation
  • Whether the limited liability partnership's registered office is in England and Wales, Wales, Scotland, or Northern Ireland

Incorporation of a limited liability partnerships is complete once the certificate of incorporation is signed or sealed by the registrar.[85]

Certificates of registration

Limited partnerships are not issued with certificate of incorporation upon registration with Companies House, but instead with certificates of registration.[86] This is because limited partnerships are not legal persons and therefore are not created by incorporation.[87]

Certificates of registration include the following information:[88]

  • Registered name
  • Registered number
  • Date of registration
  • A statement that the limited partnership is registered as a limited partnership under the Limited Partnerships Act 1907

A limited partnership comes into existence once its certificate of registration has been signed or sealed by the registrar.[89]

Accuracy

Companies House does not verify the accuracy of information filed.[90] The Department for Business, Energy and Industrial Strategy announced in 2020 that Companies House would be given powers to verify the identities of company directors,[91] but did not set a timetable for their introduction.[92]

Other public registers

Since June 2016, private companies can elect to keep certain statutory records on the central register which is held and published by Companies House, instead of maintaining their own registers.[93] These records include:[94]

  • Register of members
  • Register of people with significant control
  • Register of directors
  • Register of directors’ usual residential addresses
  • Register of secretaries

Controversy

In February 2008, The Times[95] and Computer Weekly[96] broke a story that almost 4,000 of the names on the Companies House register of directors were on international watchlists of alleged fraudsters, money launderers, terror financiers and corrupt officials. The results came from Datanomic who had screened the 6.8 million names on the register against a World-Check database of high risk individuals and businesses. The exercise also revealed more than 1,500 disqualified company directors were being allowed to run other UK companies as Companies House was not checking names against its register of disqualified persons.[citation needed]

See also

References

  1. ^ "Joint Stock Companies Act 1844 c. 110 Preamble". Westlaw. Thomson Reuters. Retrieved 1 February 2021.
  2. ^ "Companies House". gov.uk. Retrieved 17 January 2020.
  3. ^ Law, Jonathan, ed. (2018). "Companies House". A Dictionary of Law (Ninth ed.). Oxford, United Kingdom: Oxford University Press. p. 137. ISBN 978-0-19-184080-7. OCLC 1043882876.
  4. ^ "Companies House". gov.uk. Retrieved 30 January 2021.
  5. ^ "Companies and businesses". The National Archives. Retrieved 30 January 2021.
  6. ^ a b Todd, Geoffrey (1932). "Some Aspects of Joint Stock Companies, 1844-1900". The Economic History Review. 4 (1): 46–71. doi:10.2307/2590494. ISSN 0013-0117. JSTOR 2590494.
  7. ^ Chia, Hui (15 October 2018). "Key Documents in the History of Australian Corporate Law". Melbourne Law School. Retrieved 30 January 2021.
  8. ^ Joint Stock Companies Act 1844, section XIX
  9. ^ Joint Stock Companies Act 1844, section XVIII
  10. ^ a b Levi, Leone (1870). "On Joint Stock Companies". Journal of the Statistical Society of London. 33 (1): 1–41. doi:10.2307/2338865. ISSN 0959-5341. JSTOR 2338865.
  11. ^ a b Joint Stock Companies Act 1844, section IV
  12. ^ a b Joint Stock Companies Act 1844, section VII
  13. ^ a b c Rix, M. S. (1945). "Company Law: 1844 and To-Day". The Economic Journal. 55 (218/219): 242–260. doi:10.2307/2226083. ISSN 0013-0133. JSTOR 2226083.
  14. ^ Joint Stock Companies Act 1844, section II
  15. ^ a b Miller, Andrew H. (1994). "Subjectivity Ltd: The Discourse of Liability in the Joint Stock Companies Act of 1856 and Gaskell's Cranford". ELH. 61 (1): 139–157. doi:10.1353/elh.1994.0006. ISSN 0013-8304. JSTOR 2873436. S2CID 159696182.
  16. ^ Halpern, Paul; Trebilcock, Michael; Turnbull, Stuart (1980). "An Economic Analysis of Limited Liability in Corporation Law". The University of Toronto Law Journal. 30 (2): 117–150. doi:10.2307/825483. ISSN 0042-0220. JSTOR 825483.
  17. ^ a b Ireland, Paddy (2010). "Limited liability, shareholder rights and the problem of corporate irresponsibility". Cambridge Journal of Economics. 34 (5): 837–856. doi:10.1093/cje/ben040. ISSN 0309-166X. JSTOR 24231944.
  18. ^ Bryer, R. A. (1997). "The Mercantile Laws Commission of 1854 and the Political Economy of Limited Liability". The Economic History Review. 50 (1): 37–56. doi:10.1111/1468-0289.00044. ISSN 0013-0117. JSTOR 2600010.
  19. ^ Limited Liability Act 1855, sections 1, 2, and 3
  20. ^ Joint Stock Companies Act 1856, section CVI(3)
  21. ^ Companies Act 2006, section 1060(1)
  22. ^ a b c "Company registration". Westlaw. Thomson Reuters. 18 December 2015. Retrieved 31 January 2021.
  23. ^ "Company Registration Records". National Records of Scotland. 31 May 2013. Retrieved 1 February 2021.
  24. ^ "Public Data Group". GOV.UK. Department for Business, Innovation & Skills. 2015. Retrieved 30 January 2021.
  25. ^ "Glossary of Useful Terms". Bailey Ahmad. Retrieved 18 November 2014.
  26. ^ a b "Companies to receive 3-month extension period to file accounts during COVID-19". GOV.UK. 25 March 2020. Retrieved 25 March 2020.
  27. ^ "Statistical release: Companies Register Activities 2013 - 2014" (PDF). Companies House. July 2014. p. 4. Retrieved 30 January 2021.
  28. ^ "Statistical release: Companies Register Activities 2014/15" (PDF). Companies House. August 2015. p. 4. Retrieved 30 January 2021.
  29. ^ "Companies register activities 2015-16". GOV.UK. Retrieved 31 January 2021.
  30. ^ "Companies register activities 2016 / 2017". GOV.UK. Retrieved 31 January 2021.
  31. ^ "Companies register activities 2017 to 2018". GOV.UK. Retrieved 31 January 2021.
  32. ^ "Companies register activities: 2018 to 2019". GOV.UK. Retrieved 31 January 2021.
  33. ^ "Companies register activities: 2019 to 2020". GOV.UK. Retrieved 31 January 2021.
  34. ^ "Company Formation GBF1". Companies House website. Companies House. 2003. Archived from the original on 12 October 2008. Retrieved 10 October 2008.
  35. ^ a b c d Companies Act 2006, sections 9(2)(c) and 9(2)(d)
  36. ^ a b c d Companies Act 2006, section 9(6)
  37. ^ The European Public Limited-Liability Company Regulations 2004 (SI 2004 No. 2326), regulations 3(2) and 4
  38. ^ "Changing your company registration from 1 January 2021". GOV.UK. Retrieved 30 January 2021.
  39. ^ The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (SI 2018 No. 1298), regulation 97
  40. ^ "Unlimited Companies". Practical Law. Thomson Reuters. Retrieved 30 January 2021.
  41. ^ "Companies (Audit, Investigations and Community Enterprise) Act 2004, section 36(1)". legislation.gov.uk. Retrieved 31 January 2021.
  42. ^ "Office of the Regulator of Community Interest Companies". GOV.UK. Retrieved 31 January 2021.
  43. ^ "Royal Charters". The Privy Council Office. Retrieved 30 January 2021.
  44. ^ "Overseas companies registered in the UK". GOV.UK. Retrieved 30 January 2021.
  45. ^ Limited Partnerships Act 1907, section 15(1)
  46. ^ The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (SI 2009 No. 1804), regulation 60
  47. ^ "European economic interest groupings" (PDF). Companies House. October 2014. pp. 10–11. Retrieved 30 January 2021.
  48. ^ "UK economic interest groupings (UKEIG) and European economic interest groupings (EEIG)". GOV.UK. Retrieved 30 January 2021.
  49. ^ a b c d e "Mutuals Public Register". Financial Conduct Authority. Retrieved 30 January 2021.
  50. ^ Charities Act 2011, section 204
  51. ^ Charities Act 2011, section 13(1)
  52. ^ Charities Act 2011, section 30(1)
  53. ^ Charities Act 2011, sections 207(1), 209, and 210
  54. ^ "Practice guide 14A: charitable incorporated organisations". GOV.UK. Retrieved 30 January 2021.
  55. ^ "Set up a business partnership". GOV.UK. Retrieved 30 January 2021.
  56. ^ Companies Act 2006, section 1099
  57. ^ "Incorporation and names". GOV.UK. Retrieved 31 January 2021.
  58. ^ Companies Act 2006, section 53
  59. ^ Companies Act 2006, section 54
  60. ^ Companies Act 2006, section 55
  61. ^ Companies Act 2006, section 58(1)
  62. ^ Companies Act 2006, section 58(2)
  63. ^ Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE), Article 11(1)
  64. ^ The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (SI 2018 No. 1298), regulation 106
  65. ^ Companies Act 2006, section 59(1)
  66. ^ Companies Act 2006, section 59(2)
  67. ^ Companies (Audit, Investigations and Community Enterprise) Act 2004, section 33(1)
  68. ^ Companies (Audit, Investigations and Community Enterprise) Act 2004, section 33(3)
  69. ^ Companies (Audit, Investigations and Community Enterprise) Act 2004, section 33(2)
  70. ^ Companies (Audit, Investigations and Community Enterprise) Act 2004, section 33(4)
  71. ^ Limited Partnerships Act 1907, section 8B(2)
  72. ^ Limited Partnerships Act 1907, section 8B(3)
  73. ^ Limited Liability Partnerships Act 2000, Schedule Part I, paragraph 2(1)
  74. ^ Limited Liability Partnerships Act 2000, Schedule Part I, paragraph 2(2)
  75. ^ Companies Act 2006, section 60(1)(a)
  76. ^ Companies Act 2006, section 60(1)(b)
  77. ^ Companies Act 2006, section 60(1)(c)
  78. ^ Companies Act 2006, section 1066(1)
  79. ^ "WIT permanent guidance". GOV.UK. HM Revenue and Customs. Retrieved 31 January 2021.
  80. ^ "Certificate of incorporation". Practical Law. Thomson Reuters. Retrieved 1 February 2021.
  81. ^ "Register a company in the UK". www.great.gov.uk. Department for International Trade. 31 December 2020. Retrieved 1 February 2021.
  82. ^ Companies Act 2006, section 15(2)
  83. ^ Companies Act 2006, sections 15(3)and 15(4)
  84. ^ Limited Liability Partnerships Act 2000, section 3(1A)
  85. ^ Limited Liability Partnerships Act 2000, sections 3(3) and 3(4)
  86. ^ Limited Partnerships Act 1907, section 8C(1)
  87. ^ Law, Jonathan, ed. (2018). "Partnership". A Dictionary of Law (Ninth ed.). Oxford, United Kingdom: Oxford University Press. p. 492. ISBN 978-0-19-184080-7. OCLC 1043882876.
  88. ^ Limited Partnerships Act 1907, section 8C(3)
  89. ^ Limited Partnerships Act 1907, section 8C(2) and 8C(4)
  90. ^ "Service information". Companies House. Retrieved 31 January 2021.
  91. ^ Vincent, Matthew; Beioley, Kate (18 September 2020). "Directors to face ID checks in anti-fraud crackdown". Financial Times. Retrieved 1 February 2021.
  92. ^ Cross, Michael (18 September 2020). "ID checks on directors in Companies House reforms". Law Gazette. The Law Society. Retrieved 1 February 2021.
  93. ^ "Small Business, Enterprise and Employment Act 2015". legislation.gov.uk. Part 8 s.94 and Schedule 5. Retrieved 31 January 2021.
  94. ^ "Guidance: Company registers". GOV.UK. Companies House. 31 December 2020. Retrieved 31 January 2021.
  95. ^ "The Times: 4,000 company directors listed as global terror suspects and fraudsters" (PDF).
  96. ^ "UK Companies House register contains 3,994 high-risk individuals, Datanomic finds".

External links

Coordinates: 51°29′58″N 3°11′22″W / 51.4994°N 3.1895°W / 51.4994; -3.1895