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When you first register a Limited company with Companies House, Companies house will send you an authentication code to your registered office address. Normally this can be from 4 days to 4 weeks from our personal experience, if you are using our registered office address this will be sent out same day 1st class.

What to do when you have lost your companies authentication code

If you are unable to locate the letter that contains the authentication code you will be able to log on via the Companies House website. If we have formed the company for you, we will be happy to do this on your behalf, otherwise if you have formed this yourself you just log onto the WebFiling factily provided by Companies House. If its your first time of using the online WebFiling facility you will need to register your details. Using this method is quick and efficient and can save you valuable time.

Can I change my authentication code?

Yes you can change your authentication code by writing to Companies House and request that you would like to change this. You will need to write the request on official headed paper and it will need to include the following details:

• The name of the company
• The registered office address
• The company number
• The current authentication code
• The new authentication code you would like to use
• The full name of the director and shareholder

Why do I need the company authentication code?

The code is very important, it is used for on-line filing via the Companies House website. The authentication code will allow you to file annual returns online, file annual accounts, change and update the companies details such as directors, shareholders and secretary`s. You will need to keep the code safe as anyone who has access to this code will be able to logon and edit the information easily.

Additional insight: Companies House Company Authentication Code for Webfiling

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We have been helping business owners form companies for over over 40 years. Our team is one of the most experienced in the country, from historic company searches to simple partnership formation we are able to help your business. Whatever your question please don't hesitate to get in touch with the team, we look forward to hearing from you.

What Is a Confirmation Statement?

It is an annual statutory filing requirement for UK private limited companies and LLPs, which verifies that your business particulars held by Companies House are correct at a specific date. You must file at least one confirmation statement at least once a year.

By complying with the requirement, companies uphold transparency and guarantee the accuracy of corporate information within the public domain.

What Information Is Included in a Confirmation Statement?

Before submitting your confirmation statement, search for your company in the public register to review the information Companies House has on record for your company.

Examine it and identify any incorrect or out of date info.

Based on what you find, prepare and submit your confirmation statement to “confirm” the accuracy of your company details or make any required amendments.

The company data to assess in the register which is what you’ll be confirming as accurate in your statement includes —

How to File Your Confirmation Statement With Companies House Online and Make Changes to Your Company Information

To hand in your confirmation statement and update your company details online with Companies House every 12 months, follow these steps:

Please note that the following changes are reported through other Companies House forms. 

• Company name;
• Registered office addresses;
• Constitutions; 
• Director or secretary;
• Changes in the address where statutory registers are kept or
• PSCs information.

For a more detailed guide, refer to the comprehensive information provided in this GOV.UK guide.

To file your statement follow the steps below –

If there is any detail that does not reflect a recent filing, you are required to complete the relevant form and ensure that the details are reflected before filing the confirmation statement to Companies House.

Once you confirm everything is correct, click on the ‘confirm’ check box and submit. 

When Is My Confirmation Statement Due?

You need to file a confirmation statement within 14 days of every 12 months from the date of incorporation. After the first year, subsequent statements should be filed every 12 months from the last confirmation statement date.

The period between the first statement and the date when the next one is due is, known as the review period. For instance, if your company files a confirmation statement on 30 September 2024. Your next review period starts on 1 October 2024 and ends on 30 September 2025.

Remember, all limited companies and limited liability partnerships, even those with no changes to report, are required to verify their company information is correct and up to date.

FAQs

What steps should I take if my company has been struck off and my business bank account is frozen due to failing to submit a Confirmation Statement?

When a company no longer trades or fails multiple times to comply with legal requirements, Companies House marks it for Compulsory strike-off to remove it from the official register so that it ceases to exist as a distinct business entity. 

Before starting the strike-off process, Companies House typically issues at least two warning notices. These notices inform directors about the impending strike-off and explain its reasons.

Several factors can lead to an involuntary strike-off, including —

• Failure to file confirmation statements;
• Neglecting to submit accounts;
• All directors resigning or being removed without replacement;
• Failture to inform Companies House about a change of registered address; and
• Ceasing trading without filing for dormancy.

Companies House can commence the compulsory strike-off process if any of the above circumstances arise.

You’ll have at least two months to comply with the requirements mentioned in the warning notice. Seek professional advice or engage Companies House directly to help navigate the situation and explore possible remedies.

Upon receiving a compulsory strike-off notice, address the reasons cited by informing Companies House of your operational status and promptly filing any necessary documents.

After compliance, redirect your attention to addressing frozen accounts by following these steps:

• Settle the winding up petition by clearing any outstanding debt using your private funds.
• Seek a validation order to authorise specific transactions into and out of your bank account during this period.
• Negotiate a Company Voluntary Arrangement (CVA), including a formal repayment plan.
• If necessary, explore the option of closing the company voluntarily through a Creditors’ Voluntary Liquidation (CVL).

These strategic steps can help navigate the complexities associated with a compulsory strike-off, allowing you to address immediate concerns and potentially find a resolution that aligns with your company's circumstances.

How much does it cost to file a confirmation statement?

It costs £34 to file your confirmation statement online via WebFiling, and £62 to send your Companies House form CS01 by post. While this method involves traditional mail, it remains a valid option for those who prefer or require a non-digital submission.

It's crucial to consider the mode of filing that best suits your preferences and circumstances. Online filing is generally faster and may offer real-time confirmation, while postal submissions may take longer due to the manual processing involved. Ensure you factor in these costs and choose the method that aligns with your company's needs and timeline.

See also: How to Use the Companies House WebFiling.

What happens when I forget to file my confirmation statement? 

Even if you have a company secretary or accountant, the director is ultimately responsible for meeting company filing requirements, like confirmation statements. If you miss the filing deadline, there could be consequences such as late filing penalties, legal implications, and potential damage to your company's good standing. It's essential to prioritize these filings to avoid complications and ensure compliance with regulatory obligations. Since you can file as many confirmation statements as you want during a review period, consider filing as soon as a reportable change occurs.

What Is a Company Registration Number (CRN)

A company registration number comprises 8 numbers or 2 letters followed by 6 digits. It is issued by Companies House to identify limited companies in the UK. 

Sometimes, it may also be referred to as a company number, Companies House number, incorporation number, or business registration number. 

What Is the Format of a Company Registration Number

A CRN can take several forms depending on the jurisdiction of your company formation or the type of company you incorporate. See the table below for details.

Table notes: *While the Northern Ireland Limited Liability Partnerships prefix is NILLP, when a user signs into webfiling, only the prefix NC, not NILLP, is required and displayed. Some older Northern Irish companies have CRNs with the letter ‘R’ followed by 7 digits, but these numbers are no longer issued.

How to Find Your Company Registration Number?

One of the main places to find the number is on your incorporation certificate from Companies House.

Other places you can locate your CRN number include —

• Official correspondence with Companies House or HMRC.
• Visit Companies House - GOV.UK register and search for a company by name, the result will show the CRN.
• If you’ve changed your company name recently, you can locate the CRN in the change of company name certificate.
• Review emails or correspondence from your company formation agent or accountant. They may regularly cite your incorporation number in their communication.

Your CRN Is Different From Other Numbers

Your Company Registration Number (CRN) serves as a unique identifier for your company within government records. However, it's crucial to distinguish it from other numbers used by various agencies. Below is a breakdown to clarify.

How Companies House Uses Your CRN for Webfiling

Companies House requires that you provide your CRN WebFiling to enable them to identify and distinguish your company from the other registered entities. 

The unique number ensures that any filings or submissions you make through WebFiling are associated with the correct company record in the database.

Read also: How to File Company Information Online Using the Companies House Webfiling Service.

At What Point Will You Need a Company Registration Number? 

CRNs are required for any activity that requires signing in to the online filing system and make changes to your company records through either WebFiling or the Companies House account. 

Such filings and amendments include — 

• Making your Companies House filings including – 
  • Submitting annual returns
  • Filing your accounts
  • Filing copies of resolutions
• Amending company information with the registrar such as –
  • Company name change applications
  • Changing your registered office address and Single Alternative Inspection Location (SAIL) address
  • Your Accounting Reference Rate (ARD)
• Adjusting your company structure, or company officer details which may include — 
  • Adding a new company secretary or secretary
  • Removing an existing company director or secretary
  • Changing the details of directors and secretaries
  • Increasing capital of shares
  • Issuing share certificates.
• In your tax-related dealings with HMRC in the following cases for example — 
  • Registering for VAT
  • Paying your Corporation Tax, VAT, or income tax. 
  • Filing Company Tax Returns
  • Issuing dividend vouchers
  • Making national insurance contributions through PAYE

You’ll also need your CRN for official purposes such as opening a business bank account, signing contracts on behalf of your company, and applying for funding or tenders. 

Where do I need to display my Company Registration Number?

You are legally expected to display your limited company’s registration number on all your company stationery, including but not limited to —

• Letterheads
• Emails
• Invoices
• Receipts
• Online content
• Order forms

How to Register for a Company Registration Number

Your CRN will be provided by Companies House upon registration. There is no separate registration process to get a company number. As soon as your new limited company or Limited Liability Partnership (LLP) is registered, the number will be referenced in your digital certificate if you registered online or a paper certificate by post if you set up a limited company using a paper application. 

Will I get a new CRN number if I change my business name?

No. Your CRN will not change when you change your business name. 

It remains the same for the life of your company since it's the main way Companies House uses to identify your business regardless of any changes in name, address, directors, shareholders, or business activities.

Instead, you’ll simply receive a ‘certificate of incorporation on change of name’ from Companies House, which will contain the new name, date of change, and the same CRN number. 

Please note that the change of name certificate does not replace the original certificate of incorporation.  

Is a company registration number the same as a tax number?

No. CRNs are issued by Companies House as unique identifiers for individual companies on the register, whereas company tax numbers are unique 10-digit codes that HMRC assigns to companies to track tax records.

Just like with CRN, you do not have to apply for your UTR number, HMRC will automatically give you one as soon as your company is registered with Companies House. 

Do sole traders and ordinary partnerships get company registration numbers?

No. CRNs are only issued to limited companies and LLPs, including companies limited by guarantee because they are incorporated or registered at Companies House and are required to file statutory records.

What is a Company Authentication Code / WebFiling Authentication Code?

The authentication code is a six-digit alphanumeric code issued by Companies House to limited companies. It serves as a company’s official digital signature and indicates authorisation to file online on behalf of a business.

Businesses use it to file on the following Companies House platforms —

• Companies House using WebFiling
• Find and update company information
• third-party software by a company formation agent

How do you get an authentication code sent to your company's registered office address?

To get your code, register for WebFiling and follow the steps below.

• Sign in to WebFiling.
• Select either 'Your companies' or 'File for a company'.
• Enter the company number and select where the company was registered.
• Select 'Help with authentication code', then 'I do not have an authentication code'.

Companies House will post to your company’s registered office and take about 5 working days to arrive. For privacy and security reasons, Companies House will not send your code to an email ID or tell it to you over the phone.

However, if you incorporated your company through a formation agent, you’ll most likely have the code immediately after incorporation through their online client account.

How do you request an authentication code from Companies House to be sent to a director’s home address?

In response to the impact of COVID-19, Companies House set up a service that allowed company directors to request authentication codes to be sent to their home address instead of the registered office.

To use the service, all you have to provide is —

• the company number
• to sign in to or create a Companies House account, which is different from a WebFiling account

You cannot use this service if the company:

• has filed a document online in the last 30 days
• is not based in the UK
• is not a limited company or limited liability partnership (LLP)
• is dissolved

It takes around 5 working days for an officer to receive an authentication code at their home address.

How to use your code to file online using the webfiling service

You need your Companies House authentication code for all electronic filings through the WebFiling service, including —

• Notice of change of company name
• Change of company details, including confirmation statements and return of allotment of shares
• Appoint a new director or company secretary, or termination.
• Change of registered office and SAIL address
• Annual account filings include changes in accounting reference dates and dormant accounts.

To file, change, or update your company information online, you'll need your:

• email address
• password
• company registration number
• authentication code

It's faster and cheaper to file online since paper form filing fees are higher, and it can take weeks before you get an acknowledgement that a document has been received and approved. However, the online filing process has built-in checks to decrease errors and associated rejections.

You’ll need the code for any of the following official electronic filing channels —

• Companies House WebFiling
• Find and update company information
• third-party software filing service courtesy of an accountant or the agent who formed your company.

To use third-party software, you’ll need to set up an online filing account to get a presenter ID and presenter authentication code.

See also: How to File a Confirmation Statement With Companies House.

How to change your code

You can change the company authentication code as many times as needed to something more memorable but not obvious.

If you suspect an authorised person might know the code or if your company management structure has changed, follow the steps below.

Please note the change will take effect immediately. Therefore, it is important to notify anyone who files on your behalf.

How to cancel your code

To cancel your code, log in to the web filing service and follow the steps to change the code. Once you get to step 6, click to tick the box "I wish to cancel the company authentication code."

As soon as you cancel the authentication code, you can no longer file documents electronically with Companies House. You will have to submit paper filings instead.

If you wish to resume electronic filing, you will need to request a new authentication code from Companies House, which will be sent to your company's registered office address.

What to do when you have lost your company authentication code

If you find yourself in the situation of having lost your company authentication code, follow these steps to request a new one:

• Sign in to WebFiling.
• Select either 'Your companies' or 'File for a company'.
• Enter the company number and select where the company was registered.
• Select 'Help with authentication code', then 'I do not have an authentication code'.

It's important to note that if you previously had an authentication code, Companies House will send you a reminder rather than issuing a new code.

How to protect your authentication code and company details

To protect your company authentication code and other company’s details, it is essential you do not disclose it to any unauthorised person. Consider the following tips for enhancing the overall security of your company.

• Keep people on a need—to—know basis—Access to your company's sensitive information, including the authentication code, should be on a need-to-know basis. If you are working with an agent, ensure they also have a strict disclosure policy governing how they’ll handle your code. 
• Do not disclose your code through unsecured channels. Avoid responding to telephone or email requests for your code from unauthorised persons. There are reported cases of fraudsters posing as Companies House and requesting the code through the phone or email. Ignore such requests. 
• ‍Change it regularly — Over time, your company’s authentication code may become vulnerable due to breaches or leaks. Therefore, it is essential to maintain a consistent schedule of changing the code to reduce the risk of unauthorised access.

What is Companies House Webfiling

Webfiling service is a free online portal that enables business owners to submit statutory documents directly to the government in compliance with their filing requirements.  

You can use it to file the following documents (GOV.UK links) —

With the multiple filing requirements, the advantage of using the online platform is that it's quicker than filing out paper forms. Submitting is instant, and built-in checks help users avoid errors and rejection.

How do I create my Company Webfiling Account?

To create your Companies House online profile, follow these steps —

How do I use the Company Authentication Code for Online Filing and Update Company Details?

The authentication code is a 6-digit alphanumeric code issued to each company. The code is used to file information online and is the equivalent of a company officer’s signature.

You’ll need an authentication code to file your information online via webfiling or a third-party software.

See also: Companies House Company Authentication Code for Webfiling

How to get your company authentication code

To request your code, create an account or sign in to Companies House WebFiling and follow the instructions. Your code will be sent by post to your company’s registered office - it can take up to 5 days to arrive. If your company already has a code, they’ll send you a reminder.

How to use the WebFiling and Protected Online Filing (PROOF) Service

PROOF is a free service designed to protect your company from unauthorised changes by preventing the filing of certain paper forms changing the following details —

• changes to your registered address
• changes to your officers (appointments, resignations, or personal information)
• changes to your company name by special resolution

According to Companies House, there are about 50 to 100 cases of corporate identity fraud every month, which include fraudsters hijacking companies by changing the details of their directors and registered offices.

How to Sign Up for Email Reminders for key filing deadlines

The Companies House e-mail reminder service sends you alerts whenever your company's annual accounts and confirmation statements are due. 

As you subscribe for the alerts you can — 

• choose up to 4 people to receive a notification (including an accountant, formations, or company secretarial agent)
• file your document immediately from a link within the alert
• receive reminders more conveniently
• avoid late filing penalties by filing your accounts on time
• use less paper, contributing to saving the environment

To set up, follow the steps below 

1. sign into your online service account: https://idam-ui.company-information.service.gov.uk/ 
2. Select ‘Activate e reminders’ from your company overview screen.
3. Select ‘Add an e mail address’.
4.  Enter your e mail address (a maximum of 4 for each company).
5.  Follow the link in the email from Companies House to validate your e mail address.

How to File Your Company's Confirmation Statement and Other Forms or Documents

Your statement must be submitted to Companies House within 14 days of your due date.

Once you’ve logged into your online filing account, click on the “file confirmation statement” on your company overview screen. 

On the screen that loads up next, you can change the date of your next statement and report if your company has admitted to trading on a market. 

Click on “next” after you’ve made the necessary adjustments. On this page, you can now verify that the information Companies House holds about your business is correct and up to date.  

See also: How to File a Confirmation Statement With Companies House

How to Use the Find and Update Service for Company Filings

In addition to the Web Filing, you can also use the Find and Update Company Information Service accessible through https://find-and-update.company-information.service.gov.uk/

As the name suggests, it is a portal for finding information and uploading certain information to the Companies House register.

Using the platform, you can search for a company by name, registration number, or officer. By selecting the link to a company of interest, you should be able to access information such as 

• the registered address
• current and resigned officers
• date of incorporation

You’ll also be able to view the filing history and download accounts and confirmation statements if available.

Once you surface a company name, you’ll get the option for filing for that particular company. To access your Find and Update Company Information account, you cannot use your webfiling credentials. Instead, you must sign in with a Companies House email ID and password. 

To sign up, you’ll need to register with an e mail address, where an activation mail will be sent.

A limited company can only file abridged or full accounts and a change to a registered office using the find and update company information service. There are plans to add filings for — 

• other types of accounts
• confirmation statements
• officer appointments
• changes to the company details

Your business idea has been conceived. A business address has been finalised. And now your business plan is put into practise. Throughout all these stages, the most important, and constant, body/organisation you’ll be dealing with is Companies House.

Companies House in a Nutshell

Quite simply, Companies House is the registry of limited companies in the UK, and operates as an executive agency of Department for Business, Energy & Industrial Strategy.

The main remit of Companies House is to incorporate/register and dissolve limited companies (this includes limited liability partnerships) in accordance with the Companies Act 2006 in England & Wales, Scotland, and Northern Ireland. This legislation governs all company registration issues in the UK.

According to their domain on GOV.UK., Companies House states the following:

           “We incorporate and dissolve limited companies. We register company information and make it available to the public.”

Companies House has the responsibility for the storage and monitoring of company information as well as existing as the platform through which to update you company’s information. Tasks such as filing annual accounts and confirmation statements are done through Companies House.

Companies House makes this information publicly available and has the power to remove non-compliant companies from the register as well as relevantly penalising company directors.

Where Is Companies House Based?

Companies House is a relatively large organisation that employs approximately 1,000 staff across its UK-wide offices.

Since the UK has three separate legal systems (England & Wales, Scotland, and Northern Ireland) Companies House houses three different registrar branches, each of which exercises its remit with companies registered in that specific jurisdiction. Notably, London houses the fourth location but serves only as a data and information unit; documents are delivered and filed here as well as search services on UK-registered limited companies.

Companies House Locations:

• Companies House Belfast Office, 2nd Floor The Linenhall, 32-38 Linenhall St, Belfast, BT2 8BG (responsible for companies registered in Northern Ireland, which are subject to Northern Irish law).
• Companies House Cardiff Office, Crown Way, Cardiff, CF14 3UZ (responsible for companies registered in England and Wales, which are subject to English Law).
• Companies House Edinburgh Office, 4th Floor, 2 Edinburgh Quay, 139 Fountainbridge, Edinburgh, EH3 9FF (responsible for companies registered in Scotland, which are subject to Scots Law).

The location of your company’s service address will determine which of the above Companies House “bases” handles your company incorporation and subsequent management of company documentation:

• If your company has a registered office address in either England or Wales, then it will be incorporated by Companies House Cardiff

• If your company has a registered office address in Scotland, then it will be incorporated by Companies House Edinburgh

• If your company has a registered office address in Northern Ireland, then it will be incorporated by Companies House Belfast

Note: UK limited companies can operate throughout, and anywhere, in the UK even if it means you practise your trade in a number of UK jurisdictions. However, a company’s registered office address has to remain in the country of incorporation throughout its lifetime.

What Company Information Is Stored at Companies House?

Company information and data is viewable and used by the public, public bodies, other companies, and government. Companies House strongly advocates a culture of corporate transparency and therefore requires regularly reliable company information on its register. It endeavours to store comprehensive company data and information to ensure this transparency is maintained.

Upon completion of your company’s registration (whether it’s directly with Companies House or with the help of a company formations team) your company must provide a number of details for the Companies House register, including:  

• Company name and registration number
• Date of company registration
• Type of company (for example, limited by shares, limited by guarantee, or limited liability partnership)
• The UK jurisdiction of company incorporation
• Your company’s registered office address
• Details of the following: directors, company secretaries, shareholders or guarantors, people with significant control (PSCs), and LLP members (including other past or present company appointments held by each individual)
• Standard Industrial Classification (SIC) codes
• Any amendments made to company details and appointments
• Annual accounts and confirmation statements
• Notices of late or missed filing of statutory documents
• Information of mortgage charges
• Information of insolvency
• Compulsory or voluntary strike-off instances
• Directors who are disqualified
• Details of any dissolved companies

The public, as well as organisations such as the police and crime agencies, as well as HMRC, utilise the above information to prevent and monitor important actions. Comprehensive statistical data is also made available by Companies House that enables the following:

• Government can determine the possible impact of policy changes and analyse the economic impact on businesses.
• Banks get an understanding of their corporate customer base.
• Businesses can research and understand their market share in order to devise appropriate marketing strategies.
• International business owners can make decisions on potential UK locations for their business.
• Help academic institutions with their curriculum and business research.
• Public service organisations can evaluate business-related policies.

Read also: Company Registration Number

What Digital Services Does Companies House Provide?

Companies House provides a number of digital services in order to manage your company online and access information. On the Government website, Companies House lists the following services, as well as a link to a customer charter that outlines the standards of services they provide:

• File documents online using the Companies House Service:

Find company information free of charge and search for disqualified directors using the Companies House Service.

• File company information online using WebFiling:

WebFiling ensures secure digital delivery of accounts, confirmation statements, notices of changes to company details, and registration of charges. Additionally, you can sign up for email reminders with WebFiling.

• Find company information online using WebCHeck:

WebCHeck enables access to company information without a need to set up an account; most documents are available as images to download and view within minutes.

• Find company information on our mobile app:

On the mobile app, you can store your most visited company searches as favourites and then organise them by various filters. Some helpful features include coloured icons to help you determine when a document is due be filed or when one is overdue.

• Download company data with our data products:

The company data product is a free monthly snapshot of information for live companies on the public register.

Remember...

With over 4 million limited companies registered in the UK and over 500,000 new companies incorporated each year, it’s vital that there is a transparent and comprehensive “centre” to access the vast amount of company information.

Companies House Service’s recent “report it now” facility enables customers to inform Companies House of any issues related to the information held on the register, as well as suspicious company activity. Since its launch, over 58,000 reports have been made and you can take comfort in the knowledge that you have a platform in which you can rectify criminal company activity, yet also ensure you keep your house in order and provide up-to-date information when required.

For more information on the above, or for any related assistance, contact our friendly team and you can begin setting up your business address, today.

In UK company formations, the significance of addresses cannot be overstated. This article explores everything you need to know about a correspondence address, including its importance, benefits, and the process of obtaining one.

What is the legal definition of correspondence address?

Also known as a service address, it is where company officials elect to receive official mail relevant to their role.

Every company official, including —

• People with significant control
• Directors
• Secretary

Are required by law to maintain an address where they’ll receive official communication from agencies like Companies House and HMRC.

As you consider getting a correspondence address, please note the following —

• Your physical presence is not required — No company representative must be at the address.
• Flexible — You are not required to carry out your business or trading activities at the address, providing the flexibility to select a convenient trading place. 
• Authorised Acknowledgment — Any designated individual can acknowledge receipt of correspondence on behalf of a company official, streamlining communication processes.

Legal Benefits of a Correspondence Address

Having covered the legal definition of an official correspondence address, here is why it is essential.

1. Your official post address ties you to a legal jurisdiction — In your role as a company official, your designated address determines the applicable laws and regulations that govern your business and personal affairs associated with your official capacity that will be relevant while assessing your conduct as an officer of your company. 
2. Provides a privacy cover for security purposes — Since it differs from your residential or business address, it provides privacy protection essential for security purposes. Remember, as a limited company director, your name, nationality, occupation, and service address will be available for public consumption. Therefore, to fulfil your legal obligation to be accessible with a prudent need for confidentiality, consider engaging a director address service. ‍
3. Helps officials enhance their credibility by presenting a professional image — A prestigious central London address creates the impression that officials are seasoned professionals and easily accessible. As such, it enhances the perception of trust and reinforces reliability, contributing significantly to the overall credibility of these officials in their professional capacities.

What is a residential address?

A residence is where you live independently or with your family for at least 183 days a year and is often used for official identification and legal purposes. It connects you to a particular jurisdiction and is usually required for various government processes, legal agreements, and identification documents. 

Legal reasons why a residential address is necessary include —

• Legal residency requirements — A home address complies with legal residency stipulations requiring a minimum residency period for individuals to enjoy certain rights and obligations. 
• Taxation — Authorities may use your primary place of residence to determine your tax obligations and eligibility for benefits. For example, if you are a UK resident, you are subject to UK tax on worldwide income and gains. 
• Legal jurisdiction — Your home address determines the laws and regulations governing your life, including contractual obligations, property rights, and family law matters. ‍
• Government services — A valid connection to the UK as a resident determines your eligibility for government services such as education, healthcare, and social services. After the government conducts a census, public planning, budget allocation, and infrastructure development are determined mainly by the number of people living in a particular area and their characteristics.

What is the difference between mailing address and a correspondence address?

The difference between mailing and official addresses depends on the context. In business administration, a correspondence address is where company officials can receive official mail, such as legal notices, government letters, and statutory mail. The address establishes a clear channel for official correspondence to reach the appropriate individuals within the company.

Can I use a virtual address as a correspondence address?

Yes, and here is why. Despite the term 'virtual,' a virtual address is a tangible, real-world street address. It doesn't imply non-existence but reflects its flexibility and ability to manage or access your correspondence through digital platforms. A virtual address operates physically, providing a genuine location for correspondence needs. The service is inclusive of mail forwarding.

How to Change a Correspondence Address With Companies House

You can change a correspondence address with Companies House online or by post. Log into WebFiling with your email address and password for the online option. 

Alternatively, you can amend the correspondence address of your company officials by post using the following forms —  

• CH01 – Change of director’s details
• CH03 – Change the details of a secretary
• PSC04 – Change of details of individual person with significant control (PSC)

FAQs

What is the difference between registered office address and service address?

The main difference between the registered office address and the service address is in their functions and requirements. A registered office address is the official point of contact between the government and the company, while the service address is specific to company officials. Both are required as part of a company formation application with Companies House and are published in the public register. 

What is the difference between a Correspondence Address and a residential Address?

A Correspondence Address is typically designated for receiving official, business-related mail and communication from government agencies.  It serves as a point of contact between the government and the officials of a company. On the other hand, a residential address refers to the place where an individual resides or lives. It is a personal address associated with one's home and is often used for various purposes, including official documentation, personal correspondence, and legal records.

What's the difference between a correspondence address & a permanent address?

As the name suggests, a residential or permanent address is where you live for at least 183 days a year. On the other hand, a correspondence address does not have to be a habitable space; any location that can handle and receive your mail can be a correspondence address. 

Can I use a correspondence address for both personal and business needs?

Yes. You can use a correspondence address for both personal and business needs. It's important to note that the director's address, referred to as the service address, will be publicly available. To maintain privacy, it's advisable not to use your home address. Nonetheless, you can utilise the same address to receive personal and business-related correspondence.

About Our Service

We often encourage businesses and individuals not to perceive an address as a mere logistical detail. It has far-reaching consequences, and it is prudent to sit down with a solicitor to help you select an address that strategically aligns with you from a legal and operational perspective.

Whether you live in the UK or are a foreigner seeking to do business in the UK without living here, there are various ways to set up a company and make yourself official. Fortunately, you can form a new company in less than one working day. Determine your goals and the appropriate company structure to get started. 

How to Register a Company in the UK (Company Structure and Formation Guide)

There are three basic formats a UK company registration can take – 

All of them are suitable for different business types, so choosing the right one is the first step towards registering a company.

Register as a Sole Trader

Also known as a sole proprietorship, it is a type of business with one owner. You can trade under your name or use a business name as a sole trader. It is the simplest business structure in the UK and may suit freelancers or other solo entrepreneurs. 

You can register as a sole trader if you’ve earned more than £1,000 from self-employment in the last tax year - (6 April of the last year to 5 April of the current year). Register by 5 October of your second tax year of business.  

To register as a sole trader, enroll for self-assessment and class 2 national insurance through their business tax account if your profits exceed the £6,725 threshold. You’ll need a government gateway ID and password to access the account. 

However, registering for self-assessment is different from registering a sole proprietorship. It allows you to report your income, including self-employment income, to HMRC. 

Set Up a Limited Company In the UK 

In most cases, registering a company requires at least one director and shareholder for the business to become a separate legal entity with distinct rights. You can be a sole company director and shareholder of your own business. You can also add more directors and shareholders in the future if you decide to expand your company.

Compared to other company incorporation UK formats, a limited liability company has more compliance requirements, which come with added benefits, including protecting your personal finances in case the business encounters financial difficulties or fails. If you want to take the hard work out of officially forming your business, consider using our company set-up service and save yourself the extra effort. It is a simple two-step method where you order online, and we contact you for the necessary information to swiftly and securely register your company with Companies House.

Types of UK LTD companies you can form include — 

Limited Liability Partnerships (LLPs)

A limited liability partnership has at least two members (people or a company known as a corporate member) coming together to own and run the business jointly. Even though all the members have equal rights over the business, the law requires that at least two of them be designated as responsible for ensuring compliance with statutory requirements.

The partners must register for self-assessment since the LLP does not pay corporation tax, but each member is taxed on their share of profits as a self-employed individual. However, the members are not liable for debts if the business fails to pay. 

To register, you’ll need an acceptable business name, a registered address in which your principal place of business will be publicly available, two designated members, and an agreement that outlines how the LLP will be run. Once you have the requirements, you can register your LLP with Company House. Leverage Your Virtual Office London LLP registration service for a swift and affordable process.

Set Up a Private Limited Company (Limited By Shares of Guarantee) 

A company must either be limited by guarantee (CLG) or shares (LTD). An ltd is a profit-making business owned by shareholders with certain rights. The corporation is divided into shares, each assigned a nominal value, which reflects the initial face value of the shares, which may or may not align with the actual market value.  

CLG, on the other hand, is for a non-profit, such as a social enterprise, charity, association, or club, owned by members who act as guarantors of the company's liabilities, and each member undertakes to contribute an amount specified in the articles in the event of insolvency or the winding up of the entity. It does not have shares or shareholders.

To set up an LTD company online, you’ll need to choose a name according to Companies House rules. Next, you will need to appoint the company officers, which typically include directors, with the option of appointing a company secretary. You will also be required to give the names of the shareholders, who may also be company directors. Articles and memorandum of association are essential because they document how you intend to run the entity. Lastly, Companies House requires that you register an official address and choose a SIC code that identifies what your company does. 

Setting up a UK CLG requires that you submit the following company documents —

• Check that your preferred company name is available;
• Have at least one guarantor (individual or corporate body) and director;
• A constitution that contains elements of articles and memorandum of association;
• A registered office address in the UK that will be publicly available;
• Names of the persons with significant control;
• Statement of compliance that -
  • Outlines the nominal amount (often a small sum, such as £1) that each subscriber will pay as their guarantee;
  • The statement of guarantee that details the circumstances under which a guarantor will be required to pay their guarantee and
  • A SIC code.

How to Choose Your Company Name

Once you decide to register a new business, use the checklist below to get the name right — 

• Confirm that the name is not too similar or identical to an existing company name.
• Your preferred company name should not suggest any connection to the UK government. Avoid using words such as  “Royal,” “Her Majesty,” or “Crown.”
• The name should not be offensive or inappropriate in any way.
• It should not suggest criminal activity or any undertaking contrary to the interest of the public. 
• Unless you have relevant permission, avoid using words like “Chartered” or “Architects” that are likely to mislead the public as to the nature of your business or credentials. 

Read also: Top 21 Best Small Business Apps to Manage Your Daily Operations

Register Your Company Today!

Contact Your Virtual Office London, UK's top rated company formation agent, if you need to register a new company. We offer a comprehensive set of company formation packages, which include everything you need to get your company up and running.

Other extras included in the package above are — 

• Fast Online Formation
• UTR Number
• Digital Certificate of Incorporation
• Digital Articles of Association
• Digital Share Certificates
• £25 Cashback with Wix
• Bank Referral
• Free .co.uk Domain
• Free Accountant Introduction
• Fully Compliant with AML and KYC Regulations

See also: Your HMRC UTR Number Explained

FAQs

How much money is required to register a UK company with Companies House?

Register a UK company and start your journey right with a bundled package of just £39.99, which includes a UK registered office address, a free .co.uk domain, and an accountant introduction. We provide exceptional value for those keen on commencing their business without additional office space expenses and initial staffing requirements. 

See also: Directors Service Address Vs. Registered Office Address Service

Can anyone register a new company in the UK?

Registering a new company for UK and non-UK residents takes up to 6 hours to form a company. All you need to do is determine the type of company you want to establish, think through an appropriate business name and contact us. We will help you put together all the necessary documents you need to set up an LTD. 

How to register a holding company in the UK?

In the UK, the term ‘holding company’ is used to describe a company that holds the shares of other companies. A common way to register a holding company is to incorporate it as an LTD through the following steps:

1. Think through a unique name for you and register it with Companies House. Until 2015, using the word “holding” or “holdings” in a company name was considered sensitive by Companies House, but it is now acceptable.
2. Register an official business address and select an appropriate SIC code. 
3. Appoint directors and a company secretary. You must appoint a director, but you do not have to appoint a company secretary.
4. Identify people with significant control (PSC) over your company—for example, anyone with voting rights or more than 25% of the shares.
5. Prepare a memorandum and articles of association describing the company will run. 
6. Form your company. 

After you’ve set up the holding company, transfer the ownership of your subsidiaries' shares and assets to it.

Can I own a business in the UK as a foreigner or non-UK resident living outside of the UK?

Yes, foreigners and non-residents can open a company in the United Kingdom without needing a VISA. There are no restrictions based on nationality. However, you’ll need to comply with the following legal and administrative requirements before you are cleared to start. 

• Choose a proper business structure that best fits your business goals;
• Register your business with Companies House to a UK address; and
• Get the necessary permits or licenses.

Once your business is registered, please note the following — 

• The corporation registered to a non-resident is liable for UK tax obligations.
• A UK resident director is not a mandatory requirement, but it is recommended for operational convenience.
• While not legally required, having a UK bank account is advisable to enhance business credibility.
• You can use a family or friend's address as your registered office or opt for a central London virtual address for added privacy.

Do I need a business bank account during the company registration process?

No. You do not need to open a business bank account, but you’ll likely find it impossible to operate without one. We understand that most British high-street banks can make it difficult for the new entrepreneur to open an account with company credit checks and multiple other requirements that new businesses cannot fulfil.

However, we’ve carefully selected partners with products suitable for our clients. As you set up your new business with us, we will recommend a few banks to consider. Whether you choose a Barclays Business Account or a Card One Business Account from our curated list, we ensure a seamless process to meet your financial needs.

What are the pros and cons of working with a simple company formation agent?

A company incorporation agent helps new businesses with online company formation and registration services. But with Your Virtual Office London, we go the extra mile and ensure your process is simple, seamless, and affordable. If you choose to form your company limited by share or guarantee with us, take the time to understand your goals, risk tolerance and incentives. With this understanding, Your Virtual Office London will advise you on the most suitable company structure and expedite your process by working with you to submit a company application without error.

There are no downsides to working with us!

What company documents do I need during simple company registration?

To register your company, you’ll need to submit the following documents — 

What documents do I receive after new business registration? 

Once your new limited company is registered, you’ll receive the following documents — 

• Certificate of incorporation, which includes your company number;
• Official memorandum and articles association; and
• Share certificates.

A company limited by guarantee is a type of limited company in the UK registered to advance the objectives of non-profits such as clubs, charities, societies or any other institution seeking to function under the protection of limited liability.

Company Limited by Guarantee

As stated, a private company limited by guarantee is registered with Companies House, the official registrar of companies. Unlike a private limited company (ltd), the company does not have shareholders or a framework for raising funds through share capital. However, it has guarantors whose liability is limited to the value of the nominal guarantee they pledge. 

Formation Requirements

• Company name, subject to the same rules as one limited by shares.  
• Director and guarantor details, including name, date of birth, nationality, residential address, and service address. Guarantors can be individuals or a corporate body with perpetual succession. 
• Governing documents, which include articles and memo of association. 
• Details of persons with significant control (PSCs), including full name, date of birth, nationality, residential address, service address, nature of control, and three security details for online signature.
• A registered office address.
• Bank details.
• A service address for the initial subscribers, which will appear in the company public register.‍
• Standard Industrial Classification (SIC) code that describes the business activity.

Read also: Director Service Address vs Registered Office Address 

Key Features 

• The company is a legal person separate from its owners.
• Offers limited liability protection, restricting the liability of the members to the value of the guarantee provided at the point of formation. 
• Incorporated and regulated by the Registrar, subject to the Companies Acts. 

Company Structure

A company limited by guarantee works through the following structure — 

• Directors (at least one) — Like a Ltd, members must appoint directors to manage its day-to-day operations. 
• Committee and powers — Directors can delegate certain responsibilities to sub-committees. 
• At least one guarantor — Similar to shareholders, they guarantee to pay a certain sum in case of insolvency. 
• Meetings and voting — The members can attend meetings, vote, appoint, and remove directors. 
• Company secretary — The CLG may opt to appoint a company secretary who helps the director oversee that the company complies with all statutory requirements. 
• A service address for the initial subscribers appears in the company public register.
•  Standard Industrial Classification (SIC) code that describes the business activity.

Filing Requirements

The CLG must file the following documents with the company’s Registrar — 

• Annual confirmation statements 
• Annual accounts
• Report company changes 
• Accounts and company tax returns for HMRC
• VAT Returns, PAYE reports, and Self Assessment tax returns (as relevant)

The company must also maintain a register of members and a register of Persons With Significant Control. 

Suitability 

A company limited by guarantee is suitable for membership ventures seeking to pursue non-profit objectives for the benefit of the members under limited liability protection.

Company Limited by Guarantee Charity

Depending on the registration process, two main types of charity companies are limited by guarantee. These are —

• A charity company is a CLG registered with the Registrar and the Commission. 
• Charitable incorporated organisation (CIO), a CLG registered only with the Commission.

Formation Requirements (Charity Company)

On the side of Companies House registration, the following are the requirements for registering a charity company.

• To register, it is essential to ensure the charity name is available by searching both the company and charity register. 
• The directors of the CLG automatically become the trustees of the charity company, and new trustees can also be appointed to add to the number. 
• Objectives must pass the public benefit test. 
• Governing Documents, including the articles and memorandum of association.
• Registered office address and bank details.

Key Features

• The company is a separate legal entity from the trustees and guarantors
• Liability is limited to the value of charity assets 
• A charity is answerable to both the Registrar of Companies and the Commission.

Structure 

It works through the following structure — 

• Trustees who are responsible for running the entity. 
• Guarantors are members of a company limited by guarantee continue to support the objectives of the venture. 
• PSCs or beneficial owners who exercise control over the company.

Filing Requirements

The CLG must file the following documents with the company’s registrar — 

• Annual confirmation statements 
• Annual accounts
• Report company changes 
• Accounts and company tax returns for HMRC
• VAT Returns, PAYE reports, and Self Assessment tax returns (as relevant)

The company must also maintain a register of members and a register of Persons With Significant Control. 

Read also: Your HMRC UTR Number Explained

Suitability

A charity company is suitable for individuals or entities seeking to implement projects or programs that benefit the public or a target population.

Difference between a Private Company Limited by Shares and a Company Limited by Guarantee

One of the key differences between a private LTD and a guarantee company is how the two legal structures treat profits. In a limited company, shareholders can opt to distribute profits to its members as dividends or reinvest them back into the company. 

But, a company limited by guarantee is by nature a not-for-profit entity and the guarantors can only reinvest profits back into the business to finance their objectives but not withdraw as profits.

Yet, with the above differences, the two structures have the following similarities — 

• Offer limited liability protection to the owners in case of insolvency. They will only be responsible for paying company debts up to the value of shares or guarantee.
• Registered and some of their pertinent details such as registered address, director information, shareholder and guarantor details, and filings are available in the companies register for public scrutiny. 
• Are required to have one director, secretary (for public limited companies though optional for ltds and CLGs) and members (who act as shareholders and guarantors.)
• Established by a memorandum of association, signed by all the initial subscribers agreeing to start the business, and the articles outlining rights, responsibilities, and how the business will manage its operations. 
• Require registered office address, director service address, and company name found to be available by searching the register.
• Have similar routes for dissolution, which can either be by voluntary strike-off, Members' Voluntary Liquidation (MVL) (for solvent companies), Creditors' Voluntary Liquidation (CVL) and compulsory Liquidation (for insolvent businesses).  

For the most part, the same rules and regulations apply to companies limited by guarantee as to companies with a share capital.

See also: The Difference Between a Voluntary and Compulsory Strike Off

What is the process of forming a company limited by Guarantee?

Registering a company limited by guarantee requires the following — 

• A company name: Use the uk company public register of companies to find the available and suitable name for your venture. 
• Registered office and director service address for directors, shareholders and guarantors. 
• Determine your SIC code aligned to the intended activities of your venture
• A limited company by guarantee must have at least one director and guarantor. 
• Statement of guarantee indicating the circumstances during which each subscriber will pay the typically £1 nominal guarantee amount. 

Can guarantors take a share of the profits?

No. Guarantors cannot take out a share of profits because the business structure is designed for non-profit ventures. In case there is surplus income, the entity is expected to reinvest the surplus back into the business. If the members ever decide to take out profits, the company will no longer be considered non-profit and will not be able to apply for charity status. 

What is the difference between a shareholder and a guarantor?

What sets apart a shareholder from a guarantor is their role and expectations within different types of companies. Shareholders are associated with limited companies, whereas guarantors are found in companies limited by guarantee.

Shareholders hold ownership in LTDs and anticipate receiving dividends as returns on their investments. They have a stake in the profits and losses of the company based on the number of shares they hold.

On the flip side, guarantors are connected to companies limited by guarantee. Guarantors are not typically interested in profit-sharing or dividend distributions like shareholders; instead, they serve as a financial backup in case of financial difficulties for the company.

Why set up a limited company by guarantee?

Some of the reasons why members may opt to set up as a CLG include — 

• Personal liability protection — By forming a CLG, the liability of the company’s members is limited to the amount they agree to guarantee in the event of insolvency, protecting personal assets from being used to settle company obligations.
• To pursue objectives that benefit society — The enterprise is able to operate as a legal unit while focusing on its core objectives without the pressure of maximizing profits for shareholders.
• Credibility — Being registered as a limited company can enhance the credibility and reputation of the organisation. It signifies a formal and transparent structure, which can be appealing to stakeholders, donors, and partners.
• Perpetual succession — It offers perpetual succession, meaning it can continue its existence regardless of changes in membership, a feature crucial for organizations with long-term goals and commitments.

Can a Company Limited by Guarantee Lose Its Charitable Status?

Technically, a CLG does not have charitable status, since it's only acquired after the non-profit is incorporated by the Charity Commission and transforms into a charity company. However, it may lose its right to incorporate into a charity if — 

• Members take out surplus profits as personal income;
• If profits are distributed to members as a form of dividend payment.

If the company has already incorporated into a charity, it will lose its status if it takes any of the above actions or fails to — 

• Adhere to its governing documents particularly pursuing its objectives.
• Comply with regulatory requirements such as filing confirmation statements and reports to the commission or the registrar of companies. 

Can guarantors take a share as evidence of ownership?

No. A company limited by guarantee must not and cannot issue shares. The guarantors' evidence of ownership is found in the statement of guarantee, where they pledge to provide a nominal amount in case of insolvency. 

The company’s memorandum of association that lists the subscriber agreement to form the venture also serves as proof of ownership. However, there is no stake given in terms of shares. 

Is an article of association relevant to the formation of a not-for-profit company?

Yes, it is a compulsory governing document for uk non-profit company. It documents how the subscribers intend to manage the enterprise. It contains the following information —

• Directors powers, responsibility and scope for decision making;
• Process of obtaining membership and resigning
• Meetings
• Voting procedures
• Administrative arrangements

See also: Memorandum and articles of association 101

Guarantee companies vs companies with share capital

A CLG is like an ordinary private company limited by shares. However, unlike LTDs, a non-profit has no shares or shareholders and reinvests surplus income to enable the company to run its day-to-day activities. Yet, both entities are required by law to file accounts at the Companies Registration Office and submit annual returns. The CLG is set up for certain objects for the benefit of its members while an LTD is established primarily for profit-making purposes and to provide returns to its shareholders.

Can limited by guarantee companies have persons with significant control?

Yes. A CLG can have PSCs who exercise ultimate control over the company. Despite the unique structure of CLGs without shareholders or capital in the traditional sense, individuals within the organization can still qualify as PSCs if they meet the criteria outlined in the Companies Act 2006. 

An individual or company who fulfils one or more of the following conditions qualifies as a PSC - 

• Directly or indirectly holds more than 25% of the voting rights.
• Directly or indirectly holds the right to appoint or remove a majority of directors.
• Otherwise has the right to exercise significant influence and control.

Company name requirements for guarantee companies

CLG naming requirements are the same as the business name requirements for private limited companies. Your CLG name must not — 

• Be too similar or identical to an existing corporation name;
• Imply any connection with the UK government, local authority or any agency;
• Include sensitive words like “Charity” without the appropriate permission;
• Be offensive, inappropriate or likely to cause harm; and
• Suggest criminal activity or be contrary to public interest.

What is the difference between a Charitable Incorporated Organisation (CIO), a Community Interest Company (CIC) and a Company Limited by Guarantee (CLG)?

The main difference between a CIO and a CIC lies in their legal structure and statutory oversight as explained in the table below.

Let's dive into what happens when you receive a notice from Companies House about your company facing a possible strike-off.

What Is a Compulsory Strike Off?

It is a term used to refer to an action taken by Companies House to remove a company from its register so that it is formally dissolved and ceases to exist. Companies flagged for strike-off are usually not actively trading or consistently fail to meet legal and regulatory responsibilities such as filing accounts or confirmation statements. 

How does the compulsory strike off process work?  

The Registrar of Companies will mark a company for compulsory liquidation for the following reasons. 

• Failing to comply with statutory filing requirements — One of the top reasons the Registrar may forcibly strike off a company is failure to comply with filing requirements such as confirmation statements and accounts. Beyond being struck off companies and its directors may face serious consequences, including potential criminal or personal liability charges for non-compliance.
• Not actively trading and failing to comply with dormant company requirements — If a company is not actively trading and fails to meet the requirements of a dormant company, it exposes itself to the risk of being struck off. 
• Absence of a director — When a company's sole director resigns or is removed by a shareholder vote, leaving the company without directors, it makes it eligible for strike off.
• Failure to notify the Registrar about a change in their registered office address — Neglecting to inform the registrar of a change in your registered office address can cause the company to be struck off. 

However, if you fulfil all of your legal obligations and have reason to believe that the strike-off notice is unfair, you can send an objection application to Companies House. If your reasons are viable and you provide satisfactory evidence, the process will be discontinued. 

For any company that fulfils any of the above conditions, the Registrar of Companies for England and Wales, Scotland, and Northern Ireland may initiate the process of striking them off the register as follows — 

1. Companies House inquiry

The process starts with Companies House sending letters to inquire about the business's current trading status and giving them 14 days to respond. In the absence of a reply, a follow-up letter with identical inquiry is issued, granting an additional 14 days for a response.

2. Issuance of a first gazette notice for compulsory strike

If the company fails to respond to the second letter of inquiry, Companies House issues a notice published in the Gazette in London, Edinburgh, or Belfast—depending on the geographical location of the company’s registered office. 

The primary purpose of this notice is to declare their intention to strike off the company formally. It serves a dual role: providing management with an opportunity to take corrective measures and allowing creditors (including HMRC or former employees owed) the chance to raise objections. 

Remember, the strike-off implies that the company will cease to exist, preventing creditors from pursuing and collecting outstanding payments.

3. Second Gazette Notice

If there is no response to the first notice, a second notice is published, providing a final opportunity for any concerned party to correct or object to the closure.

4. Dissolution and Cessation of Business

If there are no objections and the company officials take no action, the company is removed from the register and ceases to exist.

5. Asset Forfeiture

The Crown may claim assets, such as cash, machinery, or buildings, under the 'bona vacantia' (meaning ownerless goods) principle.

Directors may face an investigation into potential misconduct that led to the strike-off. If wrongdoing is found, it could lead to disqualification and even personal liability for company debts.

What Is Voluntary Strike Off?

According to section 1000 of the Companies Act 2006, a voluntary strike off is a process initiated by company directors to remove the company from the register and essentially close it down. It happens when a company is no longer in active business, and directors are happy for the company to close. 

A business that fulfils the following conditions is eligible for voluntary strike off —

1. During the three months before the application for voluntary strike-off, the company should not have conducted any business transaction.
2. The company must have kept its name the same within the last three months.
3. It should be financially stable and not at risk of liquidation.
4. There should be no outstanding agreements with creditors, e.g., a Company Voluntary Arrangement (CVA), to avoid unresolved issues hindering the voluntary strike-off.

If the entity meets the above criteria, it must ensure that — 

• All tax and debt liabilities have been addressed and settled for a clean financial record before closing.
• The company in question should make its employees redundant and pay their final wages if applicable. HMRC should also be informed that the company is no longer an employer.
• Business assets should be appropriately distributed among shareholders according to the company's structure and agreements.
• It filed its final annual accounts and Company Tax Return with HMRC to provide a formal record of the company's last trading period and impending closure. 

In essence, meeting the eligibility criteria for voluntary strike off allows the company to wind down its operations systematically. Ensuring the resolution of financial and employee-related matters, proper asset distribution, and finalising the necessary documents with HMRC contribute to a smooth and legally compliant closure process.

A copy of the strike off application needs to be sent within seven days to the following parties potentially impacted by the liquidation so that they do not object —

• Members/shareholders
• Creditors
• Employees
• Managers or trustees of any employee pension fund
• Directors who did not sign the application form

The request for the company's strike-off will be publicised as a notice in the local Gazette if the form has been accurately filed. After two months without objections, the company will officially be off the register. Subsequently, a second notice will be Gazetted to confirm the official closure of the company.

What is the difference between voluntary and involuntary strike off?

How can a company avoid compulsory strike off after receiving a request to strike?

If you want to avoid an involuntary strike-off, send an objection application to the Registrar of Companies as soon as possible. To make and submit it, you’ll need - 

• To sign in to or create a Companies House account;
• Details of the company facing the strike off; and
• Evidence to support the objection, for example, invoices showing the company is still trading or owing a debt. These documents must show the company's full name and be at most six months old. 

Furthermore, the company should ensure that all their annual accounts and confirmation statements are filed on time. If you need extra time to get your filings in order, please communicate with Companies House. 

When can creditors object to a compulsory strike-off?

Creditors and concerned parties, including shareholders, can object to a strike-off after the issuance of the first gazette notice. The gazette notice serves as public notification about the Registrar of companies intent to be strike it off the register.

Why would a company compulsorily be struck off the register?

A company is usually subject to involuntary strike-off from the register when it fails to meet statutory requirements, including the timely submission of accounts and confirmation statements. The directors, shareholders, and external creditors like suppliers and HMRC have a two month window to raise objections against the application. If no objections are presented, the company will be struck-off from the register, leading to its dissolution.

What do I do after Getting the Gazette First Notice for Company Strike Off from Companies House?

Once you receive the first notice, you have two to three months to rectify the situation. Here are steps to consider —

1. Determine the reason for the strike off — To remedy the situation, address the reason behind the notice, which may involve submitting your filings or proving that you are still operational.
2. Apply for suspension — If you need more time to remedy the reasons behind the strike-off notice, prepare and lodge a suspension application to Companies House.
3. ‍Address outstanding issues — Clear any fees and taxes and update your filing requirements to stop the process from proceeding to the next step.

Can I stop a compulsory striking off notice?    

Yes. You can halt a compulsory striking off notice directed at your company by resolving the underlying issues specified in the notice.

You can also apply to object to a company being struck off using a Companies House account if, for instance, it's indebted to you. Have the company details and documentation demonstrating that the company is still actively trading or has outstanding arrears. 

FAQs 

What if my company is insolvent?

If you want to close your company but it is insolvent, do all you can to avoid a compulsory strike-off, which will have negative consequences. Instead, you can opt for —

• Creditor’s Voluntary Liquidation (CVL), which involves appointing an insolvency practitioner to liquidate assets and distribute them proportionally to outstanding creditors. 
• Company Voluntary Agreement between the company and its creditors allows it to continue trading under the supervision of an insolvency practitioner and pay its debts over time. 
• Pre-packed Administration - The company can continue to trade under a pre-packed administration, which entails negotiating a sale of the company's assets before formally entering administration. By doing so, the business can swiftly transition to new ownership, potentially preserving jobs and ongoing operations.

Compulsory strike off consequences - What if I have assets in my company?

In the event of a compulsory strike-off, company assets will not remain under your control, nor will they be distributed according to the company's plans. These assets will be released to the Crown. It's essential to be aware of this consequence, as it emphasizes the importance of promptly addressing the compulsory strike-off notice and considering alternative options to safeguard your company's assets.

What are my options following a request to strike off?

Suppose a third party has forcibly struck your company off the Companies House register. In that case, you have the following options: if you – 

• Have no outstanding arrears obligations and all assets have been realised simply allow the process to run its course. 
• Believe the strike off is unjust, or the details are incorrect, you’ll need to prepare and submit a suspension application and engage the registrar for it to be discontinued. 
•  What to embrace the strike off but have assets and unpaid obligations, best pursue a voluntary liquidation. 

How can I restore a company to the Companies House register?

Depending on the circumstances, there are two main ways to restore a dissolved company: administrative restoration and restoration by a court order. 

1. Administrative restoration 

You can only apply if the — 

• Person or entity seeking the restoration was a director or shareholder
• Company was struck off the register and dissolved by the Registrar of Companies within the last 6 years
• Company was trading at the time it was dissolved

You apply for administrative restoration by sending to the Registrar a — 

• Completed application for administrative restoration (form RT01)
• Cheque for £100, payable to ‘Companies House’
• Any outstanding documents, such as accounts or confirmation statements
• Any filing fees or penalty payments

if your company had assets, a waiver letter from Bona Vacantia.

If your application has been successful, your company will be restored as soon as the registrar sends you a confirmation letter.

If your application is refused, you might be able to:

• apply for a court order to have your company restored
• get a discretionary grant (if you were a shareholder and need to claim some money back)

2. Court order restoration 

You may be able to apply for a court order to restore a company if you:

• Did business with them
• Was an employee
• They owed you money at the time of the closure
• Were responsible for their employee pension fund
• Have shared or competing interest in land
• Were a shareholder or director when it was dissolved

To apply for a court order restoration in England and Wales, download and fill Form N208.

For assistance in completing Form N208, access guidance notes from the HM Courts and Tribunals service. 

Next, you’ll need to find the company’s registered office and send the completed form to their nearest bankruptcy county court. Contact the Royal Courts of Justice if you need clarification on the appropriate court.

Include the following with the application:

1. A £280 court fee (cash, postal order, or cheque made payable to ‘HM Courts and Tribunals Service’)
2. A witness statement incorporating the supporting details specified in section 4 of the Treasury Solicitor’s Guide to company restoration.

In Scotland:

Apply to the Court of Session if the paid-up capital of the company's shares exceeds £120,000.

For other companies, apply to the local sheriff's court. Subsequently, serve a ‘petition to restore’ on the Registrar of Companies in Scotland and any additional entities as directed by the court.

In Northern Ireland:

Submit an ‘originating summons’ to the Royal Courts of Justice using the address below.

Send a copy to the Registrar of Companies in Northern Ireland and a supportive witness statement.

Upon acceptance of the claim, the court will issue an order to restore the company. Forward this order to the Registrar of Companies. Once received, the Registrar will proceed with the restoration of the company.

Consequently, take the following steps to pursue outstanding payments:

• Obtain a ‘judgment’ from the court, specifying the debt amount, interest, and costs.
• Issue a statutory demand.

File a winding-up petition.