Companies must maintain certain records, file documents at Companies House, and keep information available for public inspection. These requirements ensure transparency, allow regulators and the public to access information about companies, and help maintain the integrity of the company register.
The registered office is the official address of the company as recorded at Companies House. It is where official documents, letters, and notices will be sent. Every company MUST have a registered office in the UK (same country as registration - England & Wales, Scotland, or Northern Ireland).
A company's registered office must be situated in the same part of the UK as the company's registered office is stated to be situated in its constitution (for companies registered in England and Wales, the registered office must be in England and Wales).
A company can change its registered office by special resolution (10% of members can require this). The change must be filed at Companies House using form AD01. The change takes effect when registered by Companies House. Companies House may reject the change if they have reason to believe the address is not adequate.
Many small companies use their accountant's or solicitor's address as the registered office. This ensures professional handling of official correspondence. However, recent rules require companies to have an "appropriate address" - purely cosmetic addresses are not permitted.
A company name must be unique and not misleading. It must end with a suffix indicating its status (Ltd, PLC, LLP). Certain words are "sensitive" and require permission. The name must not be offensive or suggest criminal activity.
Some words and expressions are "sensitive" and require approval from specified bodies. Examples include: British, Royal, National, Group, Holdings, Association, Society, Chartered, Insurance, Bank. Approval must be obtained from the relevant body (such as the Privy Council, FCA, or professional bodies) before registration.
A company can change its name by special resolution (s.77 CA 2006). The change must be filed at Companies House within 15 days. The company must also notify HMRC and update all records. A name change may also be specified in the articles on a re-registration.
Companies House applies the "same as" test - a name is the same if it only differs by: certain words (Limited, Ltd, Company, Co), punctuation, special characters, or a "generic" ending at the end (UK, England, Services). This prevents companies registering names that are confusingly similar to existing companies.
Statutory registers are official records that every company must keep. They provide transparency about who owns and controls the company. Most registers can be kept at the registered office, at SAIL (Single Alternative Inspection Location), or by a third party with suitable storage arrangements.
| Register | Contents |
|---|---|
| Register of Members | Names, addresses, shareholdings, dates of entry/exit |
| Register of Directors | Directors' details, appointments, resignations |
| Register of Directors' Residential Addresses | Home addresses (protected from public) |
| Register of Secretaries | Company secretaries (if appointed) |
| Register of PSCs | People with Significant Control (25%+ voting rights) |
| Register of Charges | Charges on company assets |
Under s.24 CA 2006, a company's registers must be open to the inspection of any member without charge. Non-members may inspect on payment of a fee. Inspection must be allowed during business hours (usually at least 2 hours per day) at the registered office or SAIL. Some information (like residential addresses) is protected.
The register of members lists all shareholders and their shareholdings. It must contain: member's name and address, number and class of shares held, date of entry, date of cessation (if applicable), and amount paid/unpaid on shares. This register is evidence of legal title to shares.
The register must be updated within 14 days of any change (new member, member leaves, share transfer). The register can be kept at the registered office, SAIL location, or by a third party with electronic storage approved by the company.
The register of members is prima facie evidence of any matters entered in it. A person whose name is entered in the register is entitled to all rights of membership, and entry in the register is conclusive evidence of title except in cases of fraud.
The PSC register records individuals who own or control the company. It was introduced in 2016 to increase transparency about company ownership. A PSC is anyone who owns more than 25% of shares, controls more than 25% of voting rights, can appoint/remove directors, or exercises significant influence/control.
Companies must identify their PSCs, record them on the PSC register, and notify Companies House of any changes within 14 days. The PSC register is included in the confirmation statement. Failure to maintain accurate PSC information is a criminal offence.
If a company has no PSC (for example, shares are widely dispersed), it must record this on the register and investigate further. It may need to record "legal professional privilege" where the PSC's identity is protected, or record that the company is controlled by a complex corporate structure.
The confirmation statement (form CS01) is an annual filing that confirms key information about the company is accurate. It replaced the annual return in 2016. Unlike the annual return, it doesn't restate all information - it confirms that the information held at Companies House is correct and updates any changes.
The confirmation statement confirms: registered office address, directors (including their residential addresses - not public), secretaries (if any), PSC information, statement of capital, shareholder information, and trading status (if applicable). Any changes to this information should be included.
Failure to file the confirmation statement on time is a criminal offence. The company may be struck off the register if it fails to file for two consecutive years. Late filing triggers automatic penalties for the company (£150-£1,500 depending on how late). This is a strict liability offence.
Companies House maintains a public record of all incorporated companies. Anyone can access information including: company name and number, registered office, directors' names and service addresses (not residential), PSC information, filing history, accounts, and charges on assets.
Information can be accessed online via Companies House Service (free basic information, paid documents), Companies House Beta API, or by visiting Companies House in person. Credit reference agencies, insurers, and investors regularly use this information for due diligence.
While company information is largely public, directors can apply for their residential address to be protected if they are at risk of violence or intimidation. This prevents the address from being disclosed on the public record. Similar protection is available for day of birth in some circumstances.