Companies House
Encyclopedia
Companies House is the United Kingdom Registrar of Companies
and is an Executive Agency
of the United Kingdom Government
Department for Business, Innovation and Skills (BIS). 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 the current Companies Act 2006
. All registered limited companies, including subsidiary, small and inactive companies, must file annual financial statements
, in contrast to registered unlimited companies
(meeting certain conditions), in addition to annual company returns, which are all public records.
European Economic Interest Grouping
s which have an official address or establishment in Great Britain must also register with Companies House.
The United Kingdom
has had a system of company registration since 1844. The legislation governing company registration matters is the Companies Act 2006
.
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.
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 five 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 and WebCHeck service payment processing is dealt with by a company called Netbanx
.
Companies House recently replaced their existing mainframe computer system with a modern n-tier application-server based service called CHIPS (Companies House Information Processing System). CHIPS allows 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.
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. 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:
The Companies House office in Cardiff
handles companies incorporated in England and Wales
and in Wales
. 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 for Wales
in 2006/07.
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.
was fully implemented on 1 October 2009 and the Northern Ireland companies register was fully integrated into Companies House. Companies House maintains a satellite office in Belfast, headed by the Registrar of Companies for Northern Ireland.
Before 1 October 2009 all limited companies in Northern Ireland
were registered with the Department of Enterprise, Trade and Investment
and were subject to Northern Ireland law
.
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.
For an idea of scale the Delaware Division of Corporations the leading US registry has 695,000 businesses and 133,700 new incorporations in 2005.
Update: From 1st October 2009 under Companies Act 2006, in line with published guidance, Companies House now requests evidence at the outset in respect of any remedial action.
In February 2008, The Times and Computer Weekly 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 run other UK companies as Companies House was not even checking names against its own register of disqualified persons.
However, world-check, which produced the data, is itself a private company, indicating that it is not impartial when providing statistics on other companies. Especially since global terror suspects in the united states, encompass a wide range of individuals of all ages, and no official explanation is necessary.
What is not well publicised is that through companies house online registration system one can appoint anyone as a director of a company and this is not verified by companies house in any way. For example, one may currently set up a company and appoint Mickey Mouse and Donald Duck as directors of a UK company and this will be accepted and registered by Companies House without question. As the reverse would mean state appointed company directors, reminiscent of communist Russia, and simultaneously make chartered and public companies unnecessary by merging their definitions.
Registrar of Companies
The Registrar of Companies for England, Wales & Scotland is the official responsible for Companies House, which deals with all filings relating to the Companies Act 1985 to 2006, ensuring the document filings are kept up-to-date and deals with any breaches of the Companies Act.The Registrar Of...
and is an Executive Agency
Executive agency
An executive agency, also known as a next-step agency, is a part of a government department that is treated as managerially and budgetarily separate in order to carry out some part of the executive functions of the United Kingdom government, Scottish Government, Welsh Assembly or Northern Ireland...
of the United Kingdom Government
Departments of the United Kingdom Government
Her Majesty's Government of the United Kingdom contains a number of Cabinet ministers who are usually called secretaries of state when they are in charge of Government departments called ministerial departments...
Department for Business, Innovation and Skills (BIS). 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 the current Companies Act 2006
Companies Act 2006
The Companies Act 2006 is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law. It had the distinction of being the longest in British Parliamentary history: with 1,300 sections and covering nearly 700 pages, and containing 16 schedules but it has since...
. All registered limited companies, including subsidiary, small and inactive companies, must file annual financial statements
Financial statements
A financial statement is a formal record of the financial activities of a business, person, or other entity. In British English—including United Kingdom company law—a financial statement is often referred to as an account, although the term financial statement is also used, particularly by...
, in contrast to registered unlimited companies
Unlimited Company
An unlimited company or private unlimited company is a hybrid company incorporated either with or without a share capital but where the liability of the members or shareholders is not limited - that is, its members or shareholders have a joint, several and unlimited obligation to meet any...
(meeting certain conditions), in addition to annual company returns, which are all public records.
European Economic Interest Grouping
European economic interest grouping
A European Economic Interest Grouping is a type of legal entity created on 1985-07-25 under European Community Council Regulation 2137/85...
s which have an official address or establishment in Great Britain must also register with Companies House.
The United Kingdom
United Kingdom
The United Kingdom of Great Britain and Northern IrelandIn the United Kingdom and Dependencies, other languages have been officially recognised as legitimate autochthonous languages under the European Charter for Regional or Minority Languages...
has had a system of company registration since 1844. The legislation governing company registration matters is the Companies Act 2006
Companies Act 2006
The Companies Act 2006 is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law. It had the distinction of being the longest in British Parliamentary history: with 1,300 sections and covering nearly 700 pages, and containing 16 schedules but it has since...
.
Companies House has 2.1 million companies on the register and was one of the first national company registries to implement electronic company formation
Company formation
Company formation is the term for the process of incorporation of a business in the UK. It is also sometimes referred to as company registration. Under UK company law and most international law a company or corporation is considered a separate entity to the people who own or operate the...
. Now over 83% of companies are formed electronically, and over 40% of documents filed electronically.
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 five 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 and WebCHeck service payment processing is dealt with by a company called Netbanx
Netbanx
Netbanx allows merchants and retailers to accept and process Web or call centre captured global payments via credit cards, debit cards, pre-paid cards, and a range of other payment types. The company has locations in the United Kingdom and Canada and has been offering payment services since 1996...
.
Companies House recently replaced their existing mainframe computer system with a modern n-tier application-server based service called CHIPS (Companies House Information Processing System). CHIPS allows 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.
England and Wales
England and WalesEngland and Wales
England and Wales is a jurisdiction within the United Kingdom. It consists of England and Wales, two of the four countries of the United Kingdom...
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
Registered office
Registered office is a term used to describe the address which is registered with the government registrar as the official address of a company, an association or any other legal entity. Generally it will form part of the public record...
(the official address of the company), which may be in England and Wales, in Scotland, or in Wales. 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 Companies House office in Cardiff
Cardiff
Cardiff is the capital, largest city and most populous county of Wales and the 10th largest city in the United Kingdom. The city is Wales' chief commercial centre, the base for most national cultural and sporting institutions, the Welsh national media, and the seat of the National Assembly for...
handles companies incorporated in England and Wales
England and Wales
England and Wales is a jurisdiction within the United Kingdom. It consists of England and Wales, two of the four countries of the United Kingdom...
and in Wales
Wales
Wales is a country that is part of the United Kingdom and the island of Great Britain, bordered by England to its east and the Atlantic Ocean and Irish Sea to its west. It has a population of three million, and a total area of 20,779 km²...
. These companies are subject to English law
English law
English law is the legal system of England and Wales, and is the basis of common law legal systems used in most Commonwealth countries and the United States except Louisiana...
. There is another office at Nantgarw
Nantgarw
Nantgarw is a village in the county borough of Rhondda Cynon Taf, Wales, near Cardiff.From an electoral and administrative perspective Nantgarw falls within the ward of Taffs Well, a village some 2.5 miles south, but historically fell within the boundaries of Caerphilly, which is a major town...
, 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
Claire Clancy
Claire Clancy is Chief Executive and Clerk to the National Assembly for Wales, since February 2007.-Background:She went to Dartford Grammar School for Girls She has a degree in psychology from the Open University and owns a farm near Abergavenny.-Career:...
, stepped down from the post to take office as the Chief Executive of the National Assembly for Wales
National Assembly for Wales
The National Assembly for Wales is a devolved assembly with power to make legislation in Wales. The Assembly comprises 60 members, who are known as Assembly Members, or AMs...
in 2006/07.
Scotland
The EdinburghEdinburgh
Edinburgh is the capital city of Scotland, the second largest city in Scotland, and the eighth most populous in the United Kingdom. The City of Edinburgh Council governs one of Scotland's 32 local government council areas. The council area includes urban Edinburgh and a rural area...
office handles companies incorporated in Scotland
Scotland
Scotland is a country that is part of the United Kingdom. Occupying the northern third of the island of Great Britain, it shares a border with England to the south and is bounded by the North Sea to the east, the Atlantic Ocean to the north and west, and the North Channel and Irish Sea to the...
. These companies are subject to Scots law
Scots law
Scots law is the legal system of Scotland. It is considered a hybrid or mixed legal system as it traces its roots to a number of different historical sources. With English law and Northern Irish law it forms the legal system of the United Kingdom; it shares with the two other systems some...
.
The Registrar of Companies for Scotland is Dorothy Blair. Jim Henderson was the previous registrar.
Northern Ireland
The Companies Act 2006Companies Act 2006
The Companies Act 2006 is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law. It had the distinction of being the longest in British Parliamentary history: with 1,300 sections and covering nearly 700 pages, and containing 16 schedules but it has since...
was fully implemented on 1 October 2009 and the Northern Ireland companies register was fully integrated into Companies House. Companies House maintains a satellite office in Belfast, headed by the Registrar of Companies for Northern Ireland.
Before 1 October 2009 all limited companies in Northern Ireland
Northern Ireland
Northern Ireland is one of the four countries of the United Kingdom. Situated in the north-east of the island of Ireland, it shares a border with the Republic of Ireland to the south and west...
were registered with the Department of Enterprise, Trade and Investment
Department of Enterprise, Trade and Investment
The Department of Enterprise, Trade and Investment is a devolved Northern Ireland government department in the Northern Ireland Executive...
and were subject to Northern Ireland law
Northern Ireland law
Northern Ireland law refers to the legal system of statute and common law operating in Northern Ireland since Northern Ireland was established as a separate jurisdiction within the United Kingdom in 1921.-Background:...
.
Types of companies
There are many different types of companies, including:- Public limited companyPublic limited companyA public limited company is a limited liability company that sells shares to the public in United Kingdom company law, in the Republic of Ireland and Commonwealth jurisdictions....
(PLC) - Private company limited by sharesPrivate company limited by sharesA private company limited by shares, usually called a private limited company , is a type of company incorporated under the laws of England and Wales, Scotland, that of certain Commonwealth countries and the Republic of Ireland...
(Ltd, Limited) - Private company limited by guarantee, typically a non-commercial membership body such as a charity
- Private unlimited companyUnlimited CompanyAn unlimited company or private unlimited company is a hybrid company incorporated either with or without a share capital but where the liability of the members or shareholders is not limited - that is, its members or shareholders have a joint, several and unlimited obligation to meet any...
(either with or without a share capital) - Limited liability partnershipLimited liability partnershipA limited liability partnership is a partnership in which some or all partners have limited liability. It therefore exhibits elements of partnerships and corporations. In an LLP one partner is not responsible or liable for another partner's misconduct or negligence. This is an important...
(LLP) - Limited partnershipLimited partnershipA limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners , there are one or more limited partners . It is a partnership in which only one partner is required to be a general partner.The GPs are, in all major respects,...
(LP) - Societas Europaea (SE): European Union-wide company structure
- Companies incorporated by Royal CharterRoyal CharterA royal charter is a formal document issued by a monarch as letters patent, granting a right or power to an individual or a body corporate. They were, and are still, used to establish significant organizations such as cities or universities. Charters should be distinguished from warrants and...
(RC) - Community interest companyCommunity interest companyA community interest company is a new type of company introduced by the United Kingdom government in 2005 under the Companies Act 2004, designed for social enterprises that want to use their profits and assets for the public good...
Company formation agencies
Most new companies are formed by company formationCompany formation
Company formation is the term for the process of incorporation of a business in the UK. It is also sometimes referred to as company registration. Under UK company law and most international law a company or corporation is considered a separate entity to the people who own or operate the...
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.
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.For an idea of scale the Delaware Division of Corporations the leading US registry has 695,000 businesses and 133,700 new incorporations in 2005.
Criticisms
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.Update: From 1st October 2009 under Companies Act 2006, in line with published guidance, Companies House now requests evidence at the outset in respect of any remedial action.
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 and Computer Weekly 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
Datanomic
Datanomic is a software engineering company based in Cambridge.Founded in 2001, Datanomic was a UK based software company developing data quality solutions. In 2006, Datanomic acquired Tranato and integrated Tranato's semantic profiling and parsing capabilities with Datanomic's data auditing and...
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 run other UK companies as Companies House was not even checking names against its own register of disqualified persons.
However, world-check, which produced the data, is itself a private company, indicating that it is not impartial when providing statistics on other companies. Especially since global terror suspects in the united states, encompass a wide range of individuals of all ages, and no official explanation is necessary.
What is not well publicised is that through companies house online registration system one can appoint anyone as a director of a company and this is not verified by companies house in any way. For example, one may currently set up a company and appoint Mickey Mouse and Donald Duck as directors of a UK company and this will be accepted and registered by Companies House without question. As the reverse would mean state appointed company directors, reminiscent of communist Russia, and simultaneously make chartered and public companies unnecessary by merging their definitions.