Companies House

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Companies House is an Executive Agency of the United Kingdom Government in the Department for Business, Enterprise and Regulatory Reform. All limited companies in Great Britain are registered with Companies House and file specific details as required by the Companies Act 2006. Companies in Northern Ireland are subject to separate but similar legislation, discussed below. All limited companies, including subsidiary, small and inactive companies, must file annual financial statements and company returns, which are both public records.

European Economic Interest Groupings which have an official address or establishment in Great Britain must also register with Companies House.^[1]

The United Kingdom has had a system of company registration since 1844. The legislation governing company registration matters is the Companies Act 1985 updated by Companies Act 1989 and the Companies Act 2006 which is being progressively brought into force over 2007-9.

Companies House has 2.1 million companies on the register and was one of the first National Company Registries to implement Electronic Company Formation. Now over 83% of companies are formed Electronically, and over 40% of documents filed electronically^[2].

Companies House uses external companies to provide some of its services. The Companies House Contact Centre service is provided by Vertex Data Science. This contract has recently been extended for a further 5 years. The value of the contract is reportedly £12 million.

The Companies House Direct service and the website was run by Orchid Telematics. This contract came to an end as of 31 July 2006, and Orchid's function has been brought back within Companies House.

Companies House Website, Webfiling & WebCHeck service payment processing is dealt with by a company called Netbanx.

[edit] England and Wales

England and Wales are treated as a single entity (companies may be "Registered in England and Wales") with a unified register, separate from those of Scotland or Northern Ireland. Companies must advise Companies House of their intended Registered Office (the official address of the company), which may be in England and Wales, in Scotland, or in Wales.^[3] Consequently, on incorporation, companies will be either 'Registered in England and Wales', 'Registered in Scotland', or 'Registered in Wales'. Effectively, companies in England must register in England and Wales, companies in Scotland must register in Scotland, while companies in Wales may choose to register in either England and Wales, or in Wales.

Although actual legal registration is in either England and Wales, or in Wales, according to Companies House companies must display company details in one of the following formats:

"On all company’s business letters, order forms (in hard copy, electronic or any other form) and its websites, the company must show in legible lettering: (a) the part of the United Kingdom in which the company is registered which is: For Companies registered in England and Wales either:

• Registered in England and Wales; or
• Registered in England; or
• Registered in Wales; or
• Registered in London; or
• Registered in Cardiff."

The registered office in Cardiff handles companies incorporated in England and Wales and in Wales.^[3] These companies are subject to English law. There is another office at Nantgarw, Wales, which contains the Compliance Unit, Prosecuting Solicitors, Late Filing Penalties and the E-Filing Team. This office does not accept postal deliveries .

The London office at Bloomsbury Street is purely a facility to file and view documents, which are then processed in Cardiff.

The Registrar of Companies for England and Wales is the Chief Executive Gareth Jones. The role of Chief Registrar is not a political one and the incumbent is a civil servant. The previous Chief Executive, Claire Clancy, stepped down from the post to take office as the Chief Executive of the National Assembly in 2006/07.

[edit] Scotland

The Edinburgh office handles companies incorporated in Scotland. These companies are subject to Scots law.

The Registrar of Companies for Scotland is Dorothy Blair. Jim Henderson was the previous registrar.

[edit] Northern Ireland

All limited companies in Northern Ireland are registered with the Department of Enterprise, Trade and Investment [7]. Those companies are subject to Northern Ireland law.

Electronic Company Formation is not yet available for Northern Ireland Companies, and a different fee structure and process applies.

When the Companies Act 2006 is fully implemented (expected in October 2009), the Northern Ireland companies register will be fully integrated into Companies House.

[edit] Types of companies

There are many different types of companies, including:

• Public Limited Company (PLC)
• Private company limited by shares (Ltd, Limited)
• Private Company Limited by Guarantee, typically a non-commercial membership body such as a charity
• Unlimited Company
• Limited Liability Partnership (LLP)
• Limited partnership (LP)
• Societas Europaea (SE): European Union-wide company structure
• Companies incorporated by Royal Charter (RC)
• Community interest company

[edit] Company Formation Agencies - incorporation (business)

Most new companies are formed by Company Formation Agents. One of the oldest Company Formation Agents is Jordans Ltd. who created the Company Formation business back in 1863. The change to Electronic Company Formation has seen a large shift in the market to online agents.

[edit] Electronic Company formation statistics

Companies House has now formed over 1,000,000 Companies Electronically, and 370,000 new companies were formed in 2005/6^[4].

For an idea of scale the Delaware Division of Corporations the leading US registry^[5] has 695,000 businesses and 133,700 new incorporations in 2005.^[6]

[edit] Criticisms

The online services of Companies House are not available from midnight until 7am each day, and not at all on a Sunday ^[7]. Whilst Companies House state that this is to allow time for batch processing of data entered during the day ^[8], it places a significant obstacle to verifying trading and other details for UK registered companies by companies located overseas where the time difference can be as much as twelve hours. Distributed database systems as used by major services worldwide are now easily capable of processing 'tens of thousands' of transactions in real-time.

Companies House has recently replaced their existing mainframe computer system with a modern n-tier application-server based service called CHIPS (Companies House Information Processing System). This system will move towards a 24*7 service in incremental steps following the Company Law Act changes in progress. CHIPS will ultimately allow the web-filing, web-check and Companies House Direct services to remain open 24 hours a day, every day. The switchover from the old mainframe to new UNIX based systems was made on the 25th February 2008 and this system is intended to provide the platform for future developments to modernise the UK company register.

Companies House's powers to stay the dissolution of a company are set out in section 652a of the Companies Act 1985. This allows them to stay the dissolution should they receive an objection which is a 'cause of concern'. In practise, Companies House will stay dissolution for 3 months initially without an objector being required to present any evidence to support their objection. There is no requirement for an objector to be taking, or planning, legal action in support of his objection. An objector is able to remain anonymous if he so wishes and the nature of the objection does not have to be disclosed to the defendant. Further suspensions of dissolution of 3 months occur if the objector provides either new evidence in support of their claim or a reason why they are delayed in taking legal action. A malevolent objector can thus stay dissolution of a company for a considerable period of time.

[edit] Register of Company Directors

All companies are required to appoint one or more directors (the minimum number is dependent upon the company type) and generally it is up to the members to appoint the people they believe will run the company well on their behalf. The only restrictions that prevent anyone becoming a director are they must be at least 16 and:

• they must not have been disqualified from acting as a company director (unless the court has given them permission to act for a particular company);
• they must not be an undischarged bankrupt (unless they have been given permission by the court to act for a particular company).

In February 2008, The Times, Feb 2008^[9] and Computer Weekly^[10] 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 actively running other UK companies as Companies House was not even checking names against its own register of disqualified persons.

[edit] Independent Adjudicator

Dame Elizabeth Neville DBE QPM is employed by Companies House to act as an independent adjudicator. She can be contacted via Companies House once a customer's complaint has been dealt with by the Director of Customer Delivery. Complaints must be made within 6 months. She can respond to complaints about delay, discourtesy and mistakes. She can also deal with complaints about late filing penalties although her powers are very limited in this respect. Her findings aren't made publicly available.

[edit] Notes

[edit] External links

• Companies House official website note that many web services are unavailable at night or weekends.
• List of sensitive words for UK company formation