Hello! Nicholas Campion here from 1st Formations,
and in today’s video, we’re looking at a very important topic that all company
owners should be aware of – and that is the filing requirements of a limited company.
This video is part of our Whiteboard Thursday video series. The series where we take a look
at all the aspects of running a limited company here in the UK. So if you want to stay up to date with
our insights, advice and inspiration – then hit that Subscribe button. But for now, let’s get started!
So, when you register a limited company here in the UK, you’re legally required to report
certain information to Companies House and HMRC on both a yearly and on an as-needed basis.
This includes information about income and expenditure,
assets and liabilities, and key details about the company and the people who control it.
The first key filing we’ll take a look at today is that of the confirmation statement.
You need to prepare a confirmation statement for Companies House at least once every 12 months
even if your company is dormant. This filing, which replaced the Annual Return in 2016,
confirms general information about a registered company
on a certain date, ensuring that all of the details shown on the public record are correct as of that point.
As part of the filing of the confirmation statement, you’ll need to check and confirm
all of your company’s details on Companies House. These details will include:
The Registered office or the SAIL address (if the company has one),
Details of appointed officers, that's the directors and company secretaries,
Information about people with significant control, also known as the PSCs,
Principal business activities, so these are your SIC codes or Standard Industrial Classification codes,
The share capital, such as the issued shares,
The trading status of shares, and of course the shareholder information.
If all of these details are correct and up-to-date on the Companies House register,
then all you need to do is confirm this by filing the form CS01.
To file a confirmation statement, you need a little bit of information, and this will include:
The company's number, the full company name, so including the 'Limited' or 'LTD' afterwards,
The date of the confirmation statement, and of course a signature
of either a director or a company secretary.
The completed confirmation statement can then be sent to Companies House
either online or by post if you want to fill it out on paper.
If you need to update your SIC codes, statement of capital,
the trading status of your shares, or shareholder information,
you’ll also need to report this information on the confirmation statement using parts 1 to 4.
However, if you need to report any other details, then you’ll need to update the
information using separate filings with Companies House before you file your confirmation statement.
Now, the due date for filing your annual confirmation statement
will either be the anniversary of
the date your company was first incorporated, or
or the anniversary of the date that you last filed your confirmation statement.
Once this due date passes, you’ll have 14 days
to deliver the confirmation statement to Companies House.
The next filing we’ll look at is that of the Annual Accounts.
The filing requirements of limited companies include preparing annual accounts
for Companies House every year, and again that includes companies that are dormant.
The purpose of accounts is to report the financial activity
of your company at the end of its financial period. The type of accounts that you need to
prepare and file will depend on the size or trading status of your company. For example:
Larger companies will be required to file full statutory accounts.
While smaller companies will be able to get away with preparing just small company accounts
and moving down, we have the micro-entities who can submit micro-entity accounts
until finally, we get to dormant companies, who can file dormant company accounts.
The deadline for sending accounts to Companies House is 9 months after the
end of your company’s financial year, except for your first set of accounts
after incorporation which will be due 21 months after the date of incorporation.
Having looked now at the key annual filings at Companies House,
we can now turn our attention to HRMC’s own requirements.
When your company starts trading, it becomes active for Corporation Tax. That means you’ll
need to register for Corporation Tax online, prepare and file Company Tax
Returns and statutory accounts for HMRC, and pay Corporation Tax on all taxable profit.
The first requirement, therefore, is to register for Corporation Tax.
This should be completed within 3 months of the date your company started to trade.
This might be the day that your company was first incorporated
if you started trading right away, or later if your company went through a period of dormancy.
You’ll need to register for Corporation Tax online and provide HMRC with your company
registration number, the date you started to do business (i.e. started trading),
and the date that your annual accounts were made up to.
To register, you’ll need your company’s Unique Taxpayer Reference
or UTR code as it is sometimes called, which HMRC will post to your registered office
about two weeks after your company is incorporated. You’ll then need to
use your UTR code to create a Government Gateway account complete the online registration,
send Company Tax Returns and annual accounts to HMRC, and to pay your Corporation Tax bills.
You’ll also need to file your tax returns and annual accounts.
The filing requirements of a limited company at HMRC also
include the preparation of Company Tax Returns (Form CT600) and full statutory accounts. However,
you don’t need to prepare these if your company is dormant, or inactive, for Corporation Tax purposes.
Company Tax Returns and annual accounts must be delivered to HMRC
no later than 12 months after the end of your company’s accounting period. Corporation Tax
bills must be paid no later than 9 months and one day after the end of the accounting period.
In addition to Company Tax Returns and Annual Accounts,
you’ve also got to consider VAT, PAYE and Self Assessment.
Companies are required to register for VAT, file VAT returns, and pay VAT if their annual taxable
income exceeds £85,000, which is the figure for the 2020/21 tax year. Voluntary VAT
registration is also available for companies who don't meet that registration threshold.
Meanwhile, PAYE registration is necessary if your company
has employees – including directors who receive salaries through payroll.
On top of that, company directors and shareholders
also need to register for Self Assessment and prepare tax returns for any untaxed personal
income they receive. This might include dividends from shares, expenses, or director loans.
Now, let’s turn our attention briefly to the filing requirements of limited
companies to Companies House and/or HMRC when changes take place.
There are a lot of changes that can take place But the sort you would expect are:
a change of a company name,
adding or changing the SAIL address, the location of statutory company
records and registers; the addition or removal of
directors or company secretaries; the changing the details of directors,
company secretaries, or shareholders; changes to the PSC register,
the issuing or transferring of shares; altering the articles of association;
the changing of your company’s SIC codes; changing the Accounting Reference Date;
reporting your company as dormant, or perhaps, changing the trading status of your company
from dormant to active; changing the accounting
period for Corporation Tax; appointment of an accountant or tax advisor;
VAT and payroll details, and of course, Self Assessment details.
Some changes must be reported to Companies House within 14 days. These sort of changes include:
changes to addresses, including your registered office or
location of statutory records and registers; adding or removing directors or secretaries;
or changing the registered details of existing directors and existing secretaries.
People with Significant Control changes, meanwhile, should be filed within 28 days,
and if your company increases its share capital by issuing more shares,
then the ‘Return of allotment of shares’ must be delivered to Companies House within 1 month.
Don’t forget – in additional to making these filings at Companies House,
limited companies are also required to maintain a number of statutory records and registers of their
own at their registered office or SAIL address, if they have one. Any changes to company details
must be updated in the appropriate record as not only is this a legal requirement, but the
registers can actually be inspected by either government agencies or members of the public at any time.
So, who is responsible for managing your company's filings?
The responsibility of managing the filing requirements of a limited company falls solely
on the directors – even if some of their duties have been delegated to someone else, such as a company secretary or an accountant.
Failure to maintain the filing requirements of a limited company can lead to serious consequences.
Those consequences might include financial penalties, director disqualification,
company dissolution and indeed even prosecution.
But what happens to all the filings if your company is dormant?
We’ve already touched on this quite a bit in this video, but it’s important to reiterate that
dormant companies still need to file an annual confirmation statement at Companies House at
least once every 12 months, as well as prepare and submit dormant company accounts to Companies House
every year. You’ll also need to report changes to your registered details at Companies House, and HMRC
in some cases, as and when they occur. If your company isn’t trading, you must tell HMRC that
it’s inactive for Corporation Tax purposes, by contacting HMRC's Corporation Tax office.
Finally, let’s briefly talk about
how you can go about making some of the filings we have discussed here today.
Now, 1st Formations' Online Company Manager is a free software filing
facility that allows you to access your registered details online, report some changes,
and file annual confirmation statements at Companies House quickly and securely.
Existing clients are automatically registered for this service. But non-clients can also sign up for
this free service by creating an account online and importing their company onto our system.
And that’s it! So, in today’s we’ve looked at what limited companies are required to file, who
is responsible for those filings, and how you can go about undertaking some of those filings online.
If you have any questions, please do leave a comment. And don’t forget, if you want to
receive more videos just like this one, then hit that 'Subscribe' button. We’ll see you next time.
Cheerio!