Companies House

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

The United Kingdom has had a system of company registration since 1844. The legislation governing company registration matters is the Companies Act 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.^[2]

Companies House uses external companies to provide some of its services. The Companies House Contact Centre service is provided by Vertex Data Science. This contract has recently been extended for a further 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.

England and Wales

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

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

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

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

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

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

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

Scotland

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

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

Northern Ireland

The Companies Act 2006 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.

Types of companies

There are many different types of companies, including:

• Public limited company (PLC)
• Private company limited by shares (Ltd, Limited)
• Private company limited by guarantee, typically a non-commercial membership body such as a charity
• Private unlimited company (either with or without a share capital)
• Limited liability partnership (LLP)
• Limited partnership (LP)
• Societas Europaea (SE): European Union-wide company structure
• Companies incorporated by Royal Charter (RC)
• Community interest company

Company formation agencies

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

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.^[2]

For an idea of scale the Delaware Division of Corporations the leading US registry^[4] has 695,000 businesses and 133,700 new incorporations in 2005.^[5]

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^[6] and Computer Weekly^[7] 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.

Independent Adjudicator

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

References

1. ^ "Companies House booklet GB04". Companieshouse.gov.uk. http://www.companieshouse.gov.uk/about/gbhtml/gb04.shtml. Retrieved 2009-10-22. 
2. ^ ^{a b} "Layout 1" (PDF). http://www.companieshouse.gov.uk/about/pdf/annrep2005_6.pdf. Retrieved 2009-10-22. 
3. ^ ^{a b} "Company Formation GBF1". Companies House website. Companies House. 2003. http://www.companieshouse.gov.uk/about/gbhtml/gbf1.shtml. Retrieved 2008-10-10. 
4. ^ "Delaware DOC no business entities". State.de.us. http://www.state.de.us/corp/aboutagency.shtml. Retrieved 2009-10-22. 
5. ^ Delaware Department of State, Division of Corporations 2005 annual report[1]
6. ^ The Times: 4,000 company directors listed as global terror suspects and fraudsters^{[dead link]}
7. ^ Computer Weekly. Feb 2008: UK Companies House register contains 3,994 high-risk individuals, Datanomic finds

External links

• Official website
• Companies House list of formation agents
• List of sensitive words for UK company formation