Obligations to File Documents with the Registrar of Companies
What information does Companies House need to know?
Although a company may be dormant, Companies House must still keep up-to-date information about it on record and make this available to anyone who wants to know about the company. Basically, we need to know:
- Where to contact the company. The company's official address is known as its 'registered office'
- Who runs the company.
- Who owns shares in the company - the shareholders (if the company has them).
- Where certain company registers are kept.
- What the company's financial year-end is. The company's financial year-end is known as its 'accounting reference date'.
- What the company's assets and liabilities are - its annual balance sheet.
- What rules govern the company - its memorandum and articles of association.
Most of this information is registered at Companies House when the company is first formed and, if anything changes, you will need to inform them, usually on a special form. However, every year you will be send to the company's registered office a summary of the information held on the public record at Companies House - this form is called an Annual Return (Form 363s). This must be completed and returned to Companies House. Also, every year, the company must prepare a balance sheet and send that to Companies House.
What annual accounts are required?
All limited companies, including dormant companies must file annual accounts at Companies House. For dormant companies, this means a balance sheet giving details of assets and liabilities and any relevant notes. The balance sheet and notes must comply with the statutory requirements of the Companies Act.
Annual accounts must usually be delivered to Companies House within 10 months of a company's ARD for a private company, and 7 months for a public company. However, if a company's first accounts cover a period longer that 12 months, the maximum time allowed is 22 months from the date of incorporation (19 months for a public company) or 3 months from the ARD, whichever is longer.
Accounts must be filed even if the company has remained dormant from one year to the next, even if it has never traded and, if the accounts are late, the company will be penalised. There is no special treatment for dormant companies. Being dormant does not mean that your company does not have to file accounts or file them on time.
Who must arrange for accounts to be prepared?
The directors of the company. The accounts must be prepared, laid before the company's members in a general meeting, signed and delivered to Companies House within the time allowed (normally within 10 months of a company's ARD). However, you do not need to lay the accounts before a general meeting of the company, or have them agreed by the Inland Revenue, before sending them to Companies House.