Companies Act 2006
What this means for your business
- Enforced by
- Companies House
- Applies to
- United Kingdom
- On this page
- 125 compliance obligations, 32 practical guides across 5 topics
What you must do
125 compliance obligations under this legislation — 13 can result in imprisonment.
Inspections 2
Respond to requests for inspection or copy of the register of members
If someone asks to see or get a copy of your company's register of members, you must act within five working days. You either have to provide the register (or a copy) or apply to the court for permission not to. You must keep the requester informed of any court application and follow the courtâs decision.
Respond to requests to inspect or copy the debenture register
If someone asks to see or get a copy of your company's register of debenture holders, you must act within five working days. Either provide what they asked for or apply to the court for permission not to, and tell the requester what youâve done. Failing to act can lead to legal action.
Management duties 16
Apply to court and give notice in takeover offers
If you are a shareholder or a company making a takeover offer and you want the court to intervene, you must lodge the application within six weeks of the relevant notice and promptly inform the other party (and any other shareholders who have received notices or exercised their rights) about the application. The correct notices must also be copied to all affected parties, otherwise the process can be delayed and you may lose the right to recover costs.
Approve articles of new merger company
If your company is merging into a new entity, you must pass an ordinary resolution to approve the new company's articles (or a draft of them). This approval must be obtained from each company that is part of the merger, unless the merger is being done as a courtâsanctioned compromise under PartâŻ26A.
Call members' general meeting promptly when required
If the shareholders of your company ask for a general meeting, you as a director must arrange it quickly â you have 21 days from the request to call the meeting and the meeting must be held no later than 28 days after the notice is sent. The meeting notice must include any resolution the members want to move, and if it is a special resolution you must follow the extra notice rules in s.283.
Ensure auditor independence when appointing a statutory auditor
When you need to appoint a statutory auditor for your company, you must make sure the auditor is not an employee, officer, partner or otherwise connected to your business or any of its associated undertakings. This means checking the auditorâs relationships and obtaining a declaration of independence before they are appointed.
Identify any persons with significant control (PSC)
Your company must look for anyone who may have significant control â such as shareholders, trustees or companies that own or influence it â and record who they are. This is the first step before you can keep the PSC register upâtoâdate and file the information with Companies House.
Keep your identity verified with Companies House
If you are a registrable person for a company (for example a director or person with significant control), you must make sure Companies House has a verified record of who you are for as long as you hold that role. The verification must stay upâtoâdate from the moment you become registrable until you stop being registrable.
Make distributions only from available profits
Unlimited fineWhen you decide to pay dividends or any other distribution to shareholders, you must first check that your company has enough realised profits that havenât already been used or written off. In practice this means you can only distribute money that is left over after accounting for any accumulated losses.
Obtain board approval before varying an offâmarket purchase contract
Unlimited fineIf your company has already been given permission to buy its own shares offâmarket, you cannot change the terms of that contract unless the company passes a resolution approving the change first. For public companies the resolution must also set an expiry date that is no later than five years from the date it is passed. The resolution must be in place before you agree any variation.
Obtain membersâ approval before giving a loan or guarantee to a director
Unlimited fineIf your company wants to lend money to a director (or a director of its holding company), or give a guarantee or security for a directorâs loan, you must first get a resolution of the shareholders approving it. You also have to give the shareholders a written note that explains the loanâs nature, amount, purpose and any company liability, and make that note available in the way the Act requires.
Obtain membersâ approval before granting loans to directorsâ connected persons
If your business is a public company or part of a group with a public company, you cannot give a loan, quasiâloan, guarantee or security to anyone who is connected to a director (or to the director of its holding company) unless the shareholders approve it first. You must circulate a clear memorandum with details of the transaction before any resolution is passed and keep a record of the approval.
Obtain members' approval for directors' longâterm service contracts
Unlimited fineIf you give a director a contract that guarantees more than two years of employment (or effectively extends an existing guarantee), you must first get a shareholders' (members') resolution approving it. The proposed contract has to be sent to every member with a written resolution, or made available for inspection for at least 15 days before a meeting where the vote takes place. The same rule applies when you renew a contract within six months of the end of the current guaranteed period.
Obtain shareholder approval for merger scheme
If your company wants to merge using a scheme of arrangement, you must get the backing of shareholders. A meeting must be held for each merging company and the scheme must be approved by a majority of members (by number) who together hold at least 75% of the voting value of each class. This approval can be given in person or by proxy, unless an exemption in later sections applies.
Obtain shareholder resolution before offâmarket purchase of own shares
If you want to buy your own shares outside a market transaction, you must first get a shareholders' resolution approving the purchase contract, or make sure the contract says the shares canât be bought until such a resolution is passed. For public companies the authority must also include an expiry date that is no later than five years from the date it is passed.
Obtain shareholdersâ approval for quasiâloans to directors
If your company is a public company or linked to one, you cannot give a director (or a director of your holding company) a quasiâloan, guarantee or security unless the shareholders pass a resolution approving it. You must send a memo that explains the loanâs nature, amount, purpose and any liability the company will have, and make this memo available to all eligible shareholders before the vote takes place.
Respect existing shareholders' preâemption rights when issuing new shares
When your company issues new shares or other equity securities you must first give existing shareholders the right to buy them under the preâemption rules. If you skip this step, the company and any director who authorised it can be sued and may have to pay compensation to the shareholders who were left out.
Restrict transfer of audit working papers to approved thirdâcountry authorities
Unlimited fineYou must not let your auditor send audit working papers or investigation reports to any foreign authority unless that country is on the official approved list and the transfer follows the specific statutory routes. Any unauthorised sharing could breach dataâprotection law and attract criminal penalties.
Notifications 10
Notify Companies House of a new registered office when filing the confirmation statement
When you file your annual confirmation statement, you must also tell Companies House if your registered office address is not an appropriate one and you havenât already submitted a changeâofâaddress notice. The change notice has to be filed at the same time as the confirmation statement.
Notify Companies House of any director information change within 14 days
Fine up to ÂŁ5,000When a directorâs details (such as service address or residential address) change, your company must tell Companies House the new information, the date the change happened, and, if only the service address changed, confirm the residential address is unchanged. This notice has to be filed within 14 days of the change.
Notify Companies House of company name change
When your company decides to change its name by passing a special resolution, you must send a notice to Companies House and also forward a copy of the resolution. If the name change is conditional on an event, you must tell the registrar that it is conditional and whether the event has already happened, and you must send another notice when the event does occur.
Notify Companies House of secretary changes
Whenever you appoint a new company secretary (or joint secretary) or someone stops being your secretary, you must tell Companies House. The notice has to include the exact date of the change, the secretaryâs details and a statement that they have agreed to act. You must send this notice within 14 days of the change.
Notify Companies House of secretary information changes
Unlimited fineIf the details you hold about your company secretary (or joint secretaries) change, you must tell Companies House about the change and the date it happened. You have only 14âŻdays from the day the change occurs to make this notification. Failing to do so can lead to a criminal fine.
Notify Companies House of unconfirmed PSCs within 14 days
Unlimited fineIf you discover, or have reason to suspect, that someone has become a person with significant control (or a relevant legal entity) over your company but you have not yet received the formal confirmation, you must tell Companies House. The notice must include who the person is and the date you first became aware, and must be sent within 14 days of that awareness.
Notify Companies House when someone stops being a person with significant control
If you become aware that a person who previously had significant control over your company no longer does, you must tell Companies House. The notice must include the personâs name, the date they stopped being a PSC and the date you received confirmation, and it must be sent within 14âŻdays of that confirmation.
Notify your company when you stop being a PSC
If you cease to be a person with significant control of a company, you must tell the company that you are no longer a PSC and give the exact date you stopped. You have to do this within one month of the change, unless the public register already shows you have ceased to be a PSC.
Notify your company you are a person with significant control (PSC)
Unlimited fineIf you become a person who has significant control of a company and the company's public PSC register does not list you, you must tell the company that you are a PSC and give them the required details. You have one month from the date the situation first arises to send this information.
Provide required member information within 2 months
2 years imprisonmentWhen someone becomes a shareholder in your company they must give you the statutory information about themselves (as set out in sectionsâŻ113Aâ113B). This must be supplied within two months of their joining, unless they have already provided it or it was included in the original incorporation documents. You need to collect and keep a record of this information.
Other requirements 2
Apply to court for permission before continuing a derivative claim
If you are a shareholder (member) who wants to bring a derivative claim on behalf of your company, you must first get the courtâs permission to continue the claim. The court will check whether you have a prima facie case; if not, it will dismiss the application and may give further orders.
Do not make public offers of shares or debentures as a private company
Unlimited fineIf your business is a private company with share capital, you must not sell shares or debentures to the general public, nor allocate them with the intention of a public sale. You can only do this if you are in the process of becoming a public company and you commit to complete the reâregistration within six months. Breaching this rule can lead to prosecution and an unlimited fine.
Payments and fees 1
Repay money to share applicants if allotment not possible
If your public company offers shares that arenât fully taken up and you cannot lawfully allot them, you must return any money (or other consideration) received from applicants after 40 days. If you fail to do so by the 48th day, the directors become personally liable to repay the amount with interest.
Offences and prohibitions 63
Acquire own shares unlawfully
2 years imprisonmentA limited company must not buy its own shares unless the transaction follows the specific provisions in the Companies Act. If the company does so, or an officer permits it, the acquisition is void and both the company and the defaulting officer commit a criminal offence. On conviction the offender can face up to two yearsâ imprisonment and an unlimited fine (or, on summary conviction, up to 12 months in England and Wales or 6 months in Scotland/Northern Ireland imprisonment and a fine up to the statutory maximum).
Approve false statement in directors' report
2 years imprisonmentIf a director approves a directors' report that includes the required statement about audit information, and that statement is false, the director is guilty of an offence when they knew (or were reckless) about the falsehood and did not take reasonable steps to stop it. Conviction can lead to up to two yearsâ imprisonment and/or an unlimited fine in the Crown Court, or up to 12 months (England & Wales) / 6 months (Scotland or NI) and a statutoryâmaximum fine on summary conviction.
Approve nonâcompliant annual accounts
Unlimited fineIf a director signs the companyâs annual accounts while knowing they do not meet the legal requirements, or is reckless and fails to take reasonable steps to make them compliant, the director commits an offence. On conviction the director faces an unlimited fine (whether tried in the Crown Court or in the Magistratesâ Court). No prison term is provided for this offence.
Approve nonâcompliant directors' remuneration report
Unlimited fineDirectors must ensure the directors' remuneration report meets the Companies Act requirements before signing it. If a director knows the report does not comply (or is reckless about compliance) and does not take reasonable steps to fix it, they commit a criminal offence. On conviction the director faces an unlimited fine; no imprisonment is stipulated.
Disclose confidential information obtained under compulsory powers
2 years imprisonmentIf your company receives information under a compulsory request (for example, a Companies House order) that relates to an individual's private affairs or a particular business, you must not share that information while the person is alive or the business continues, unless you have their consent. Disclosing it without permission is a criminal offence. On conviction you could face up to two yearsâ imprisonment and an unlimited fine (or both), with lesser penalties if tried summarily.
Disclose protected information unlawfully
2 years imprisonmentIf you share information that was provided under sectionâŻ948 â for example confidential company data â you commit a criminal offence unless you truly didnât know it was protected or you took all reasonable steps to avoid doing so. On conviction you can face up to two yearsâ imprisonment and/or an unlimited fine. The offence can be tried either in the Crown Court or, for less serious cases, in the Magistratesâ Court.
Fail to cancel shares or reâregister as private company
Fine up to ÂŁ1,000If your company is required under section 662 to cancel shares or to apply for reâregistration as a private company and you do not do it within the specified time, you commit an offence. Both the company and any director or officer who is responsible can be prosecuted. On summary conviction in the magistrates' court you face a fine of up to ÂŁ1,000 and, if the breach continues, a daily default fine of up to oneâtenth of that amount.
Fail to change company name after direction
Fine up to ÂŁ1,000If Companies House (the Secretary of State) issues a written direction requiring your company to change its registered name within at least 28 days and you do not do so, the company and any officer who is in default commit a criminal offence. On conviction you face a fine of up to ÂŁ1,000 on summary conviction, plus a daily default fine of up to ÂŁ100 for each day the breach continues.
Fail to change company name as directed
Fine up to ÂŁ1,000If Companies House issues a written direction requiring your company to change its name within the specified period (at least 28 days) and you do not do so, the company and any officer (including shadow directors) are committing an offence. On conviction in the Magistrates' Court you can be fined up to ÂŁ1,000, with additional daily default fines if the breach continues.
Fail to change company name when directed by the Secretary of State
Fine up to ÂŁ1,000If the Secretary of State issues a written direction ordering your company to change its name because it has been used (or is intended to be used) for dishonest or deceptive conduct, you must change the name within the period specified (at least 28 days). Failing to do so makes the company and any officer who does not act liable for a criminal offence, punishable by a fine of up to ÂŁ1,000 and daily default fines for continued breach.
Fail to change company name when directed by the Secretary of State
Unlimited fineIf the Secretary of State tells your company to add âlimitedâ (or a permitted alternative) to its name and you do not do so within the period specified, the company and any director or officer who failed to act commit an offence. On conviction you face an unlimited fine and, for each day you continue to ignore the direction, a daily default fine (up to ÂŁ500).
Fail to circulate members' statement
Unlimited fineIf your company is required to send a members' statement (under sectionâŻ314) and you do not send a copy to every member in the same way and at the same time as the meeting notice, every officer of the company who is in default commits a criminal offence. On conviction you face a fine â unlimited if tried in the Crown Court, or up to the statutory maximum if tried in the magistratesâ court. No prison term is provided for this breach.
Fail to circulate written resolution to eligible members
Unlimited fineIf your directors propose a written resolution, the company must send a copy to every eligible member â in hard copy, electronically or via a website â together with instructions on how to agree and the deadline. Any company officer (e.g., a director) who does not ensure this is sent commits a criminal offence. On conviction the offender faces an unlimited fine (if tried in the Crown Court) or, on summary conviction, a fine up to the statutory maximum. There is no prison term for this offence.
Fail to comply with sections 790LMâ790LR
Unlimited fineIf your company does not follow the duties set out in sections 790LN, 790LP, 790LQ, 790LR or ignores a direction under sections 790LM or 790LO, you commit a criminal offence. The offence applies to the company itself and to any officer who is in default. On conviction you face an unlimited fine (and, in Scotland or Northern Ireland, a daily default fine for ongoing breach).
Fail to confirm delivery of required information to Companies House
Fine up to ÂŁ1,000If someone asks your company to confirm whether you have filed all the information you must give to Companies House, you must respond within 14 days. Not doing so without a reasonable excuse is an offence, and the company and any officer who is in default can be fined up to ÂŁ1,000 on summary conviction.
Fail to convene meeting after auditor's resignation requisition
Unlimited fineIf an auditor resigns and sends a requisition for a general meeting, the directors must arrange that meeting within 21 days and ensure it is held no later than 28 days after the notice is given. Any director who does not take reasonable steps to secure the meeting commits a criminal offence. On conviction the director faces an unlimited fine â either on indictment or on summary conviction â but no prison term.
Fail to deliver court order altering constitution to registrar
Fine up to ÂŁ1,000If a court orders a change to your companyâs constitution, you must send a copy of that order to Companies House within 14 days (or a longer period the court allows). Failing to do so â and any officer who also fails â creates a criminal offence. On conviction in the Magistratesâ Court you face a fine up to ÂŁ1,000 and a daily default fine for any continued breach.
Fail to deliver shareâvaluation report to registrar
Unlimited fineIf your company makes a valuation report under s.593 for shares it is issuing, you must send a copy of that report to Companies House at the same time you file the return of the allotment. Any officer who does not do so commits a criminal offence. On conviction the offender faces an unlimited fine (and for ongoing breaches a daily default fine).
Fail to file accounts and reports on time
Unlimited fineIf your company does not file its annual accounts and reports with Companies House by the filing deadline, every director who was in post at the end of that period commits a criminal offence. A director can avoid conviction only by proving they took all reasonable steps to ensure the filing was done. On conviction the director faces an unlimited fine and a daily default fine for each day the breach continues.
Fail to file amended articles with Companies House after court order
Fine up to ÂŁ1,000If your company receives a court order that changes its constitution (for example, a compromise, arrangement, reconstruction or amalgamation) you must send the order together with the updated articles, resolution or agreement to Companies House. Not doing so â or sending the wrong documents â makes the company and any responsible officers liable for a criminal offence.
Fail to file confirmation statement on time
Unlimited fineIf a company does not deliver its confirmation statement within 14 days after a review period ends, the company and any director or officer (including shadow directors) commit an offence. On summary conviction the company can be fined up to an unlimited amount (levelâŻ5) in Scotland or Northern Ireland â and up to ÂŁ500 in England and Wales â and a daily default fine can be imposed for each day the statement remains overdue. Each officer who is in default faces the same fines, with an additional daily fine for continued breach.
Fail to file required documents for employee share scheme
Unlimited fineIf a private company buys its own shares for an employee share scheme and does not deliver the solvency statement, resolution and capital statement to Companies House within 15 days, or delivers a solvency statement that has not been given to members, the company and any officer responsible commit an offence. On conviction the offence can be tried either in the Magistratesâ Court or the Crown Court and carries an unlimited fine.
Fail to file treasury share cancellation notice
Fine up to ÂŁ1,000When a company cancels its own treasury shares it must send a return to Companies House within 28 days, including details of the shares and a statement of capital. If the return is not lodged, the company and any officer who is in default commit a criminal offence. On conviction the offence is tried in the Magistrates' Court and carries a fine of up to ÂŁ1,000, plus a daily default fine for any continued breach.
Fail to forward resolutions to Companies House
Fine up to ÂŁ1,000If your company does not send a copy of every resolution or agreement (or a written memorandum of its terms) to Companies House within 15 days of it being passed, you commit an offence. The offence applies to the company itself and any officer who is in default, such as directors. On conviction you face a fine of up to ÂŁ1,000 (plus daily default fines if the breach continues).
Fail to give copy of strikingâoff application to new members or employees
7 years imprisonmentIf a company director does not send a copy of the voluntary strikingâoff application to anyone who becomes a member, employee, creditor, director, pensionâfund manager or any other person specified within seven days, the director commits an offence. If the failure is intended to hide the application, it is an aggravated offence. Conviction can lead to an unlimited fine and, for aggravated cases, up to seven yearsâ imprisonment (or up to 12 months/6 months on summary conviction).
Fail to give notice of cancelled shares to Companies House
Fine up to ÂŁ1,000If your company cancels shares and does not send a notice to Companies House within one month, the company and any officer responsible commit a criminal offence. On conviction you face a fine of up to ÂŁ1,000 and, if the breach continues, a daily default fine of up to oneâtenth of that amount. The matter is dealt with in the magistrates' court.
Fail to give notice of constitutional alteration to registrar
Fine up to ÂŁ1,000If a court or other authority changes your companyâs articles or other constitutional documents, you must notify Companies House within 15 days, sending a copy of the order and the amended articles or resolution. Not doing so makes the company and any officer who failed to act liable for an offence, punishable by a fine and daily default fines for ongoing breach.
Fail to give notice of constitutional change to Companies House
Fine up to ÂŁ1,000If your company's constitution is altered by an Act of Parliament you must notify Companies House within 15 days, sending a copy of the Act and the amended articles or resolution. Not doing so creates a criminal offence for the company and any director who is in default. On summary conviction you face a fine up to ÂŁ1,000 and a daily default fine while the breach continues.
Fail to give notice of share split or consolidation
Fine up to ÂŁ1,000If your company splits (subâdivides) or combines (consolidates) its shares and does not send the required notice and statement of capital to Companies House within one month, the company and any officer who was responsible are committing an offence. On summary conviction you can be fined up to ÂŁ1,000, with additional daily default fines if the breach continues.
Fail to give required notice to the company
Fine up to ÂŁ1,000Directors and trustees must notify the company of any matters that are needed for the explanatory statement under sectionâŻ901D. If they do not provide this information when required, they are committing an offence. On conviction in the Magistratesâ Court, they face a fine of up to ÂŁ1,000.
Fail to include required documents with copies of articles
Fine up to ÂŁ1,000When your company sends out copies of its articles of association, you must attach any relevant resolution, agreement, statutory enactment or court order unless they have already been incorporated into the articles. If you do not, every company officer (for example, directors or a liquidator) is guilty of an offence. On conviction in the Magistrates' Court you face a fine of up to ÂŁ1,000 for each copy of the articles that is issued or requested.
Fail to issue proxy invitations to all eligible members
Fine up to ÂŁ1,000If your company issues proxy invitations at its own expense but does not send them to every member who has a right to vote (unless the specific exemption applies), each officer responsible for that failure commits an offence. On conviction in the Magistrates' Court you face a fine of up to ÂŁ1,000, but no imprisonment.
Fail to keep company records in required form
Fine up to ÂŁ1,000If your company does not keep its statutory records either in hardâcopy or electronic form, or the electronic records cannot be printed out, the officers responsible are committing an offence. On summary conviction each officer can be fined up to ÂŁ1,000, with a daily default fine of up to ÂŁ100 for any continued breach.
Fail to keep indemnity provision available for inspection
Fine up to ÂŁ1,000If your company has a qualifying indemnity provision for a director, you must keep a copy (or written summary) at the registered office or another designated place, notify Companies House where it can be inspected, and retain it for at least one year after it ends. Failing to keep the document available, to retain it for the required period, or being more than 14 days late in notifying Companies House makes every company officer liable. On conviction in the magistrates' court the company faces a fine up to ÂŁ1,000 and a daily default fine of up to ÂŁ100 for ongoing breach.
Fail to keep statutory company records
Fine up to ÂŁ1,000If your company does not keep copies of members' resolutions, minutes of general meetings and soleâmember decisions for at least ten years, every officer who is responsible for the breach commits a criminal offence. On conviction you face a fine of up to ÂŁ1,000 and, if the breach continues, a daily default fine of up to oneâtenth of that amount.
Fail to maintain an appropriate registered office address
Unlimited fineA company must keep its registered office at an address where official documents can be delivered and acknowledged. If the address is not appropriate and the company cannot show a reasonable excuse, the company and any officer who is in default commit a criminal offence. On conviction the penalty is a fine, with unlimited amounts possible, and the case is dealt with in the magistrates' court.
Fail to make charge documents available for inspection
Fine up to ÂŁ1,000If your company does not give notice to Companies House of where its charge documents and register of charges are kept, or refuses a creditor or memberâs request to inspect them (or fails to do so within 14 days), the company and any defaulting officer commit an offence. On conviction you face a fine of up to ÂŁ1,000, plus a daily default fine of up to ÂŁ100 for each day the breach continues.
Fail to notify Companies House of new class of members
Fine up to ÂŁ1,000If your company (without share capital) creates a new class of members and does not send a notice to Companies House within one month, the company and any officer responsible commit an offence. On summary conviction you could be fined up to ÂŁ1,000, plus a daily default fine of up to ÂŁ100 for each day the breach continues.
Fail to notify Companies House of shareârights variation
Fine up to ÂŁ1,000If your company changes the rights attached to any of its shares (for example, voting rights or dividend rights) you must send a notice to Companies House within one month. The company and any director or officer who is responsible for sending that notice will be guilty of an offence if the notice is not filed on time. On conviction you face a fine of up to ÂŁ1,000 and a daily default fine of up to ÂŁ100 for each day the breach continues.
Fail to notify persons with significant control
Fine up to ÂŁ1,000If your company does not tell Companies House about its persons with significant control (or any related PSC duty) and you have no reasonable excuse, both the company and any officer (including shadow directors) commit a criminal offence. On conviction in a magistrates' court you face a fine up to ÂŁ1,000 and, if the breach continues, a daily default fine of up to ÂŁ100 per day.
Fail to prevent falsification of company records
Fine up to ÂŁ1,000If your company keeps records in a form other than bound books, you must have adequate safeguards to stop tampering and to help spot any tampering that does occur. When those safeguards are not in place, every officer (e.g., director) who is responsible at the time commits a criminal offence. On summary conviction you could be fined up to ÂŁ1,000, with an additional daily fine for any ongoing breach.
Fail to provide documents after registrarâs notice
Unlimited fineIf Companies House (the registrar) sends your company a notice that information you have filed is inconsistent with the register, you must correct the problem within 14 days by sending replacement or additional documents. Failing to do so makes the company and any officer who is in default criminally liable. On conviction you face an unlimited fine and a daily default fine for each day the breach continues.
Fail to provide information required under s.1092A
2 years imprisonmentIf your company does not supply information that Companies House has requested under sectionâŻ1092A and you have no reasonable excuse, both the company and any officer who is in default commit a criminal offence. The offence can be tried either in the Crown Court or in a magistratesâ court. On conviction you could face up to two yearsâ imprisonment and an unlimited fine, with summary courts also able to impose daily default fines for continued nonâcompliance.
Fail to provide information required under section 349
Fine up to ÂŁ1,000If you do not give the information or explanation that an independent assessor asks for under section 349, and it was reasonably possible to do so, you commit an offence. On summary conviction in the Magistrates' Court you can be fined up to ÂŁ1,000. There is no imprisonment for this breach.
Fail to publish required poll information on website
Fine up to ÂŁ1,000If your company appoints an independent assessor for a poll, you must put the assessorâs appointment, identity, the poll resolution (or its subject) and their report on your website. Any company officer who does not ensure this is in breach and commits an offence. On summary conviction the offence attracts a fine of up to ÂŁ1,000, but no prison term.
Fail to record singleâmember status in register
Fine up to ÂŁ1,000If your limited company has only one member, you must enter a statement in the companyâs register of members showing that fact, together with the sole memberâs name, address and the date it became a singleâmember company. Failing to make or update this entry is an offence for the company and any officer who is responsible. On conviction you face a fine of up to ÂŁ1,000 and a daily default fine if the breach continues.
Fail to register allotment of debentures on time
Fine up to ÂŁ1,000If your company issues debentures and does not register the allotment with Companies House within two months, the company and any officer who is responsible become liable for a criminal offence. On conviction in the Magistrates' Court you face a fine of up to ÂŁ1,000 and, for each day the breach continues, a daily fine of up to ÂŁ100.
Fail to register charge on acquired property
Unlimited fineWhen a company buys property that already has a charge which would normally need to be registered, the company must send the charge details and a certified copy of the instrument to Companies House before the registration deadline. If it does not, the company and any officer who is in default commit a criminal offence. A conviction can result in an unlimited fine.
Fail to register or refuse share transfer within 2 months
Fine up to ÂŁ1,000If your company receives a transfer of shares or debentures and does not either register the transfer or send a written refusal with reasons within two months, you breach the Companies Act. The company and any officer responsible can be prosecuted. On conviction in the magistratesâ court you face a fine of up to ÂŁ1,000, plus a daily default fine of up to oneâtenth of that amount for each day the breach continues.
Fail to send audit statement when resigning as auditor
Unlimited fineIf you stop being an auditor for a company and do not send a copy of the required audit statement to the appropriate audit authority at the same time, you commit a criminal offence. The same applies to audit firms and any partner or officer who is in default. On conviction you face an unlimited fine, either in the Crown Court or the Magistrates' Court.
Fail to send court order to registrar within 7 days
Fine up to ÂŁ1,000When a court orders a reconstruction or amalgamation, the company must deliver a copy of that order to Companies House within seven days. If the company or any of its officers do not do so, they commit a criminal offence. On conviction they face a fine of up to ÂŁ1,000 and a daily default fine for any continued breach.
Fail to send required notice or make false declaration under s.979
2 years imprisonmentIf you give a notice under sectionâŻ979 (the right to buy out a minority shareholder) you must also send a copy of that notice and a statutory declaration to the company. Failing to do so, or providing a false declaration, is a criminal offence. On conviction you could face up to two yearsâ imprisonment and an unlimited fine, with lower fines and shorter terms if dealt with in the Magistratesâ Court.
Fail to withdraw strikingâoff application when required
Unlimited fineIf your company has applied to be struck off the register and then does any of the actions listed in the law (e.g., changes its name, continues trading, disposes of assets, enters insolvency arrangements, etc.), every director must make sure the strikingâoff application is withdrawn straight away. A director who does not do this commits a criminal offence. On conviction the offender faces an unlimited fine, with the case potentially heard in either the Magistrates' Court or the Crown Court.
Make false request for debenture register info or disclose it improperly
2 years imprisonmentIf you knowingly give a misleading or false statement when requesting information from the register of debenture holders, or if you disclose that information (or fail to stop it being disclosed) when you know it might be used for an improper purpose, you commit a criminal offence. On conviction you could face up to two yearsâ imprisonment and an unlimited fine (or both). The offence can be tried either in the Crown Court or, for less serious cases, in the Magistratesâ Court.
Mislead request for or improperly disclose membersâ register information
2 years imprisonmentIf you request a companyâs register of members and deliberately give a false or misleading statement, or if you have obtained that register information and let it be passed on to someone who might misuse it, you commit a criminal offence. Conviction can lead to up to two yearsâ imprisonment and/or an unlimited fine. The offence can be tried either in the Crown Court or, for less serious cases, in a Magistratesâ Court.
Misuse or unauthorised disclosure of HMRC information
2 years imprisonmentIf you receive information from HMRC under s.457 and then use it for any purpose other than investigating or deciding on a court application, or share it with anyone else (apart from the data subject or in court proceedings), you commit a criminal offence. On conviction you can be sentenced to up to two years in prison and face an unlimited fine.
Omit required entry in company's register of charges
Unlimited fineIf a director, secretary or other officer knowingly lets a charge on the companyâs property go unrecorded in the register of charges, the company commits a criminal offence. Conviction can lead to an unlimited fine, whether the case is heard in the Crown Court or the Magistratesâ Court.
Provide false information to auditor or fail to comply with auditorâs request
2 years imprisonmentIf a person knowingly or recklessly gives an auditor a statement that is false, misleading or deceptive about information the auditor is entitled to under sectionâŻ499, or if they do not provide the information when the auditor asks for it without a good reason, they commit a criminal offence. On conviction in the Crown Court the offence can lead to up to two years' imprisonment and an unlimited fine; it can also be tried in a magistratesâ court, where the maximum penalty is a short prison term and a fine up to the statutory maximum (or, for the failureâtoâcomply offence, a fine not exceeding levelâŻ3 on the standard scale).
Publish auditor's report without required name statement
Fine up to ÂŁ1,000If your company publishes an auditor's report and fails to include the auditorâs name (or the required resolution statement), the company and any officer who is responsible for the breach commit an offence. On conviction you face a fine of up to ÂŁ1,000, tried in the Magistrates' Court.
Publish nonâstatutory accounts without required statement or with auditorâs report
Fine up to ÂŁ1,000If your company puts out nonâstatutory accounts you must attach a clear statement that they are not statutory accounts, say whether the statutory accounts for that year have been filed and whether an auditorâs report exists. You must also never publish the auditorâs report with the nonâstatutory accounts. Failing to do so creates a criminal offence for the company and any officer who is in default, punishable by a fine of up to ÂŁ1,000 on summary conviction.
Submit false or misleading document to Companies House
2 years imprisonmentIf you knowingly file a document or make a statement to Companies House that is false, misleading or deceptive in a material way, you commit a criminal offence. The offence also extends to companies â any officer of a firm that does this can be liable. On conviction you could be sentenced to up to two years in prison and/or an unlimited fine.
Submit false or misleading summary financial statements
Unlimited fineIf a company prepares or files a summary financial statement that is false, misleading or does not comply with the Companies Act, the person responsible (usually a director) commits an offence. On conviction the offence is tried in the magistrates' court and can result in a fine. There is no custodial sentence for this offence.
Unauthorised disclosure of HMRC revenue and customs information
Unlimited fineIf you (or anyone you pass the information to) disclose HMRC revenue or customs information without the required authorisation â for example after the registrar has shared it under sectionâŻ1110F â you commit a criminal offence. The breach can arise either from revealing the information yourself or from passing it on to another person who then discloses it. Conviction brings penalties set out in the Commissioners for Revenue and Customs ActâŻ2005, which can include an unlimited fine and possibly imprisonment.
Record keeping 6
Keep copies of charge documents for inspection
Whenever your company creates a charge that must be registered with Companies House, you need to retain a copy of the legal document that creates that charge. The copy must be kept so that it can be inspected on demand. If the charge is issued as a series of identical debentures, keeping one representative copy is enough.
Keep copies of charge documents for inspection
Unlimited fineWhenever your company creates a charge that must be registered, you must retain a copy of the legal document that created that charge and make it available for anyone to inspect. If the charge is created by a series of identical debentures, keeping a single debenture copy is enough.
Maintain full register of members even after electing central register
Unlimited fineIf your company chose, under sâŻ128B, to keep shareholder details on CompaniesâŻHouseâs central register before that option was repealed, you still have to keep a complete register of members at the company. The information you would normally have to record â including any dates â must appear in your own register, using the date CompaniesâŻHouse recorded for you where needed.
Maintain the required company register
Unlimited fineYou must keep an upâtoâdate register of the information specified by the Companies Act (e.g., details of relevant legal entities or officers). The register has to be kept at the companyâs registered office and be available for inspection by Companies House whenever required. Failing to keep it up to date can lead to fines and criminal prosecution.
Make contract copies available for inspection
Unlimited fineIf your company has signed a shareâpurchase contract that was approved under the Companies Act, you must keep a copy of that contract (or a written summary if itâs not in writing) where anyone can look at it. The copy must be kept at your registered office (or another approved place) for ten years from the date the shares are bought, and you must tell Companies House where it is kept and any later changes.
Provide auditor with accurate records and all requested information
When your company is audited you must keep correct accounting records and give the auditor any documents they ask for. If you fail, the auditor will state it in the audit report, which can trigger fines, action against directors and even imprisonment.
Registration and licensing 12
Apply correctly to remove information from the company register
If you need to take something off your companyâs register â for example an old director, a past registered address or other outdated details â you must follow a set procedure. That means filing a removal application that contains all required information and documents, allowing anyone to object, and waiting for the registrarâs decision. The rules also set out who can apply and what evidence is accepted as proof.
Apply for reâregistration as an unlimited private company
If you want to change your public company into an unlimited private company, you must submit an application to Companies House. Once the registrar is satisfied, they will issue a new certificate of incorporation which legally turns your company into an unlimited private company and makes any name or article changes effective.
Apply to Companies House to reâregister as an unlimited company
If you want your private limited company to change to an unlimited company, you must apply to Companies House. Once the registrar is satisfied, they will issue a new certificate, which makes the change official and immediately changes your companyâs status, name and articles. The certificate itself proves that the change was carried out correctly.
File court order and statement of capital after shareâcapital reduction
When your company reduces its share capital by a court order, you must send a copy of that order and the courtâapproved statement of capital to Companies House. The statement must list all the details required by law, and you must publish any notice the court tells you to.
File statement of capital and initial shareholdings at incorporation
When you set up a limited company that will have share capital, you must submit a statement to Companies House showing the total shares, their nominal values, any unpaid amounts and who holds them, together with the rights attached to each class of shares. This statement is part of the standard incorporation paperwork and must be filed before the company is officially registered.
Issue share certificates when a share warrant is surrendered
Unlimited fineWhen a shareholder hands in a share warrant, your company must provide them with a share certificate representing the shares. This ensures the shareholderâs ownership is correctly recorded and the companyâs share register stays upâtoâdate.
Maintain a verified registered officer for your company
Unlimited fineIf your company is classed as a âregistrable relevant legal entityâ, you must always have a registered officer on record who is also a relevant officer and whose identity has been verified. You need to keep this information upâtoâdate with Companies House for the whole period the company is in that status.
Meet shareâcapital requirements when converting to a public company
If you want to change your private company into a public one, you must make sure your share capital meets strict rules. The total nominal value must be at least the authorised minimum, each share must be at least 25âŻ% paid up (plus any premium), any nonâcash payment or work promised must be performed or secured by a contract within five years, and you must not be carrying out a capital reduction that would drop the capital below the minimum. You need to check and, if necessary, adjust the capital before filing the special resolution.
Obtain and keep a certificate of incorporation
When you set up a company, Companies House will issue a certificate that proves you are legally incorporated. The certificate must show your companyâs name, number, incorporation date, type and registered office. Keep a copy safe as proof that you meet registration requirements.
Register UK person(s) authorised to receive legal documents
If your company is an overseas entity that must register details with Companies House, you need to tell them who in the UK is allowed to receive official documents on the companyâs behalf. If no one lives in the UK who can do this, you must formally state that there is no such person.
Reâregister an unlimited company as a limited company
If you run an unlimited company and wish to limit your liability, you need to apply to Companies House to change its status. Companies House will issue a new certificate that makes the company limited and applies any changes to its name or articles you have requested.
Submit statement of compliance when registering a company
When you set up a new limited company you must send a signed statement to Companies House confirming that you have met all the Companies Act registration requirements. This statement is treated as proof that the company has been registered correctly.
Reporting and filing 13
Deliver draft terms to Companies House for a division
If your company is being split (a division), the directors must send a copy of the proposed division terms to Companies House. This must be done early enough for the Gazette to publish a notice at least one month before any meeting that will approve the split.
Deliver required documents correctly to Companies House
Unlimited fineWhen your company needs to send paperwork to Companies House, you must do it properly and on time. That includes filing annual accounts, changes of director or registered office, and any other documents the law requires. Incorrect or late filings can lead to fines or even imprisonment.
Disclose qualifying indemnity provisions in the directors' report
If your company has any qualifying thirdâparty or pensionâscheme indemnity arrangements that benefit your directors (or directors of an associated company), you must state this in the directors' report. The disclosure must be made both when the report is approved and if the arrangement was in force at any point during the financial year.
Ensure accuracy of statutory reports and statements
As a director you must make sure the strategic report, directors' report, remuneration report and any corporateâgovernance statement are truthful, not misleading and contain everything the law requires. If you knowingly include a false statement or omit a required fact, you could be ordered to compensate the company for any loss that results.
Ensure auditorâs report on annual accounts is provided to members
Each year you must make sure the auditorâs report on your companyâs accounts is prepared and sent to the right people â for a private company the copies must be sent out to all members, and for a public company the report must be laid before a general meeting. The report must contain the details set out in the Act, including the auditorâs opinion on whether the accounts give a true and fair view.
Include required details in annual individual accounts
When you prepare your companyâs individual accounts you must show the part of the UK where the company is registered, its registration number, whether it is public or private and limited by shares or guarantee, the registered office address, and if it is being woundâup. You also need a note saying the accounts have been prepared under UKâadopted international accounting standards.
Obtain independent valuation and report for nonâcash share consideration
If your company issues shares and the payment includes assets, services or any other nonâcash items, you must have an independent valuer assess the value and produce a detailed report. The report must show the share nominal value, any premium, describe and value the nonâcash consideration, explain the valuation method and date, and confirm that the total value (including any cash) covers the share price.
Prepare and adopt directors' explanatory report for any compromise or arrangement
If your company is carrying out a compromise or arrangement (for example a merger, shareâexchange or other scheme of arrangement), the directors must produce a detailed explanatory report. The report must explain how the deal works, the legal and economic reasons for the terms, any valuation difficulties and whether a valuation report has been filed with Companies House.
Prepare and file group accounts with required information
If your business is the parent of a group of companies, you must each year produce consolidated group accounts that include a balance sheet and profitâandâloss statement for the parent and its subsidiaries. The accounts must list key company details (where in the UK the company is registered, registration number, public/private status, share or guarantee basis, registered office address and, if applicable, windingâup status) and give a true and fair view, following the form set by the Secretary of State and any extra notes that are needed.
Prepare and share annual Independent Supervisor report
If your company has an Independent Supervisor, you must make sure they write a report once a year about how they carried out their duties. That report must be passed on to the Secretary of State and the relevant First Ministers, who will then give it to Parliament.
Prepare directors' statement and auditor's report for capital payments
When your company wants to make a permitted capital payment â for example, buying back its own shares â the directors must produce a written statement that sets out the payment amount and confirms that the company will still be able to meet its debts now and over the next year. The statement has to follow a prescribed format and be accompanied by an auditorâs report that checks the figures and the reasonableness of the directorsâ view.
Prepare supplementary material for your strategic report
Unlimited fineIf your company prepares a strategic report as part of its annual accounts (i.e. you are a large company that must include one), you must also produce supplementary material. This must state that the strategic report is only part of the accounts, explain how to obtain the full accounts, show the auditorâs opinion (including the full qualified report if needed), include the auditorâs statement under s.496 (with full statement if qualified), and for quoted companies add the directorsâ remuneration totalâfigure table.
Report material changes of assets during a merger
If your company is part of a merger, the directors must tell the shareholders and the other companies involved about any significant changes to assets or liabilities that occur after the draft merger terms are agreed but before the shareholders vote. The report must be given at the shareholdersâ meeting and passed on to the other merging companies, which in turn must forward it to all their shareholders.
Penalties for non-compliance
84 penalties under this legislation. 13 can result in imprisonment. 51 carry an unlimited fine.
Fail to comply with member information duties
Unlimited fine and/or 2 years imprisonment
Acquire own shares unlawfully
Unlimited fine and/or 2 years imprisonment
Approve false statement in directors' report
Unlimited fine and/or 2 years imprisonment
Disclose confidential information obtained under compulsory powers
Unlimited fine and/or 2 years imprisonment
Disclose protected information unlawfully
Unlimited fine and/or 2 years imprisonment
Fail to give copy of strikingâoff application to new members or employees
Unlimited fine and/or 7 years imprisonment
Fail to provide information required under s.1092A
Unlimited fine and/or 2 years imprisonment
Fail to send required notice or make false declaration under s.979
Unlimited fine and/or 2 years imprisonment
Make false request for debenture register info or disclose it improperly
Unlimited fine and/or 2 years imprisonment
Mislead request for or improperly disclose membersâ register information
Unlimited fine and/or 2 years imprisonment
Misuse or unauthorised disclosure of HMRC information
Unlimited fine and/or 2 years imprisonment
Provide false information to auditor or fail to comply with auditorâs request
Unlimited fine and/or 2 years imprisonment
Submit false or misleading document to Companies House
Unlimited fine and/or 2 years imprisonment
Make distributions only from available profits
Unlimited fine
Obtain board approval before varying an offâmarket purchase contract
Unlimited fine
Obtain membersâ approval before giving a loan or guarantee to a director
Unlimited fine
Obtain members' approval for directors' longâterm service contracts
Unlimited fine
Restrict transfer of audit working papers to approved thirdâcountry authorities
Unlimited fine
Notify Companies House of secretary information changes
Unlimited fine
Notify Companies House of unconfirmed PSCs within 14 days
Unlimited fine
Notify your company you are a person with significant control (PSC)
Unlimited fine
Provide false or misleading information to Companies House
Unlimited fine
Do not make public offers of shares or debentures as a private company
Unlimited fine
Approve nonâcompliant annual accounts
Unlimited fine
Approve nonâcompliant directors' remuneration report
Unlimited fine
Fail to change company name when directed by the Secretary of State
Unlimited fine
Fail to circulate members' statement
Unlimited fine
Fail to circulate written resolution to eligible members
Unlimited fine
Fail to comply with sections 790LMâ790LR
Unlimited fine
Fail to convene meeting after auditor's resignation requisition
Unlimited fine
Fail to deliver shareâvaluation report to registrar
Unlimited fine
Fail to file accounts and reports on time
Unlimited fine
Fail to file confirmation statement on time
Unlimited fine
Fail to file required documents for employee share scheme
Unlimited fine
Fail to maintain an appropriate registered office address
Unlimited fine
Fail to provide documents after registrarâs notice
Unlimited fine
Fail to register charge on acquired property
Unlimited fine
Fail to send audit statement when resigning as auditor
Unlimited fine
Fail to withdraw strikingâoff application when required
Unlimited fine
Omit required entry in company's register of charges
Unlimited fine
Submit false or misleading summary financial statements
Unlimited fine
Allow director to act without verified identity
Unlimited fine
Unauthorised disclosure of HMRC revenue and customs information
Unlimited fine
Keep copies of charge documents for inspection
Unlimited fine
Maintain full register of members even after electing central register
Unlimited fine
Maintain the required company register
Unlimited fine
Make contract copies available for inspection
Unlimited fine
Issue share certificates when a share warrant is surrendered
Unlimited fine
Maintain a verified registered officer for your company
Unlimited fine
Deliver required documents correctly to Companies House
Unlimited fine
Prepare supplementary material for your strategic report
Unlimited fine
Notify Companies House of any director information change within 14 days
Fine up to ÂŁ5,000
Fail to cancel shares or reâregister as private company
Fine up to ÂŁ1,000
Fail to change company name after direction
Fine up to ÂŁ1,000
Fail to change company name as directed
Fine up to ÂŁ1,000
Fail to change company name when directed by the Secretary of State
Fine up to ÂŁ1,000
Fail to confirm delivery of required information to Companies House
Fine up to ÂŁ1,000
Fail to deliver court order altering constitution to registrar
Fine up to ÂŁ1,000
Fail to file amended articles with Companies House after court order
Fine up to ÂŁ1,000
Fail to file treasury share cancellation notice
Fine up to ÂŁ1,000
Fail to forward resolutions to Companies House
Fine up to ÂŁ1,000
Fail to give notice of cancelled shares to Companies House
Fine up to ÂŁ1,000
Fail to give notice of constitutional alteration to registrar
Fine up to ÂŁ1,000
Fail to give notice of constitutional change to Companies House
Fine up to ÂŁ1,000
Fail to give notice of share split or consolidation
Fine up to ÂŁ1,000
Fail to give required notice to the company
Fine up to ÂŁ1,000
Fail to include required documents with copies of articles
Fine up to ÂŁ1,000
Fail to issue proxy invitations to all eligible members
Fine up to ÂŁ1,000
Fail to keep company records in required form
Fine up to ÂŁ1,000
Fail to keep indemnity provision available for inspection
Fine up to ÂŁ1,000
Fail to keep statutory company records
Fine up to ÂŁ1,000
Fail to make charge documents available for inspection
Fine up to ÂŁ1,000
Fail to notify Companies House of new class of members
Fine up to ÂŁ1,000
Fail to notify Companies House of shareârights variation
Fine up to ÂŁ1,000
Fail to notify persons with significant control
Fine up to ÂŁ1,000
Fail to prevent falsification of company records
Fine up to ÂŁ1,000
Fail to provide information required under section 349
Fine up to ÂŁ1,000
Fail to publish required poll information on website
Fine up to ÂŁ1,000
Fail to record singleâmember status in register
Fine up to ÂŁ1,000
Fail to register allotment of debentures on time
Fine up to ÂŁ1,000
Fail to register or refuse share transfer within 2 months
Fine up to ÂŁ1,000
Fail to send court order to registrar within 7 days
Fine up to ÂŁ1,000
Publish auditor's report without required name statement
Fine up to ÂŁ1,000
Publish nonâstatutory accounts without required statement or with auditorâs report
Fine up to ÂŁ1,000
Practical guidance
Our guides explain how to comply with the requirements above.
Business Structure 10
Change from sole trader to limited company
How to incorporate your sole trader business as a limited company. Covers the incorporation process, transferring assets, tax âŚ
Sole trader or limited company
Compare the two most common business structures and choose what's right for you.
Scale your business operations
What you need to know as your business grows - employment thresholds, reporting requirements, and growth support.
Negotiate and structure your acquisition deal
Complete guide to negotiating a business acquisition from initial offer through exclusivity, Heads of Terms, and the legally âŚ
Find a business to buy
How to identify and source business acquisition opportunities through brokers, online marketplaces, direct approaches, and succession opportunities.
Your first 90 days as business owner
Strategic guide for your first 90 days owning a business. Covers immediate priorities, building relationships, implementing quick wins, âŚ
What happens on completion day
Detailed timeline and checklist for business acquisition completion day covering funds transfer, legal documentation, physical handover, and immediate âŚ
Conduct business acquisition due diligence
Complete guide to financial, legal, and commercial due diligence when buying a business. Covers what to review, red âŚ
Strike off your limited company
How to voluntarily close your limited company using the DS01 form. Covers eligibility requirements, fees, director signatures, notification âŚ
Mandatory registrations every business must complete
Step-by-step guide to the registrations every business must complete before trading, regardless of sector. Covers HMRC tax registration, âŚ
Compliance & Legal 8
Set up a limited company
Steps to incorporate and register your limited company.
Your duties as a company director
The seven general duties every company director must follow under the Companies Act 2006, with guidance on stakeholder âŚ
Avoid wrongful trading as a company director
How directors can avoid personal liability for wrongful trading under section 214 of the Insolvency Act 1986. Covers âŚ
File your company accounts with Companies House
How to prepare and file annual accounts for your limited company, including filing deadlines, size thresholds for simplified âŚ
Company rescue and insolvency options
Comprehensive guide to insolvency procedures for UK limited companies facing financial distress. Covers rescue options (CVA, administration), solvent âŚ
Approvals and registrations you need before trading
Understanding the approvals, registrations, and licences your business needs before you can legally start trading. Covers universal registrations, âŚ
Pre-trading compliance checklist
A concise yes/no checklist to verify you have completed all mandatory pre-trading requirements, including business registration, tax, insurance, âŚ
Pre-trading timeline: when to apply for what
A month-by-month countdown from three months before your trading day, showing when to apply for each registration, licence, âŚ
Tax & Finance 8
Corporation Tax basics
Understanding and paying Corporation Tax.
Claim business expenses as a sole trader
How to claim allowable expenses to reduce your tax bill, including simplified expenses options for vehicles, working from âŚ
Raising equity investment
How to attract investment from angel investors, VCs, and crowdfunding platforms in exchange for company shares.
Self-funding and bootstrapping
Start and grow your business using personal funds and reinvested profits without external investment.
Opening a business bank account
Open a business bank account to separate your finances, simplify tax returns, and accept payments professionally.
Organising your business finances
Essential financial management practices - bank accounts, bookkeeping, and record keeping.
Prepare a cash flow forecast
Create a detailed cash flow forecast showing when money enters and leaves your business. Essential for securing bank âŚ
Corporation Tax annual compliance checklist
Year-end checklist to verify your Corporation Tax compliance is complete.
Growth & Strategy 5
Conduct business research
How to research a business opportunity, market, or acquisition target using free and paid sources to make informed âŚ
Test your business idea
Validate your business concept through market research, competitor analysis, and customer testing before you invest time and money.
Close a solvent company using Members' Voluntary Liquidation
How to close a profitable limited company using Members' Voluntary Liquidation (MVL) to distribute remaining assets to shareholders âŚ
Keep business records after closing
Record retention requirements that continue after your business closes. Covers how long to keep tax records, employment documents, âŚ
Write a business plan
Step-by-step guide to writing a business plan that will help you secure funding and stay focused.
Sections and provisions
500 classified provisions from this legislation.
Duties 71
- s.10 Statement of capital and initial shareholdings that is
- s.13 Statement of compliance
- s.15 Issue of certificate of incorporation
- s.78 Change of name by special resolution must give notice
- s.91 Requirements as to share capital and some person pursuant
- s.104 Issue of certificate of incorporation on re-registration
- s.1056 Requirement to identify persons authorised to accept service of documents
- s.1062A Analysis of information for the purposes of crime prevention or detection
- s.1062 The registrar's official seal
- s.1064 Public notice of issue of certificate of incorporation
- s.107 Issue of certificate of incorporation on re-registration
- s.1081A Registrarâs objectives to promote integrity of registers etc person who is required
- s.1094A Further provision about removal of material from the register
- s.1098 Public notice of removal of certain material from the register
- s.111 Issue of certificate of incorporation on re-registration
- s.113D Duty on new members to notify required information A person
- s.117 Register of members: response to request for inspection or copy not
- s.1214 Independence requirement
- s.1231 Reports by the Independent Supervisor
- s.1235 Effect of suspension notices An Auditor General
- ... and 51 more duties
Offences and penalties 72
- s.30 Copies of resolutions or agreements to be forwarded to registrar
- s.34 Notice to registrar where company's constitution altered by enactment
- s.35 Notice to registrar where company's constitution altered by order
- s.36 Documents to be incorporated in or accompany copies of articles issued by company
- s.64 Power to direct change of name in case of company ceasing to be entitled to exemption
- s.68 Direction to change name: supplementary provisions
- s.76B Direction to change name wrongly registered
- s.76A Power to direct change of name used for criminal purposes
- s.86 Duty to ensure registered office at appropriate address
- s.1007 Copy of application to be given to new members, employees, etc
- s.1009 Circumstances in which application to be withdrawn
- s.1025 Requirements for administrative restoration
- s.1028 Effect of administrative restoration
- s.1092B Offence relating to provision of information
- s.1093 Registrar's notice to resolve inconsistency ...
- s.1097B Rectification of register: service addresses
- s.1110G Disclosure: supplementary
- s.1112A False statements: aggravated offence
- s.1125 Meaning of âdaily default fineâ
- s.113H Basic false statement offences in connection with sections 113D to 113F
- ... and 52 more offences and penalties
Powers 106
- Schedule 12 Arrangements in which registered third country auditors are required to participate
- s.21 Amendment of articles
- s.22 Entrenched provisions of the articles
- s.24 Statement of compliance where amendment of articles restricted
- s.49 Official seal for use abroad
- s.65 Inappropriate use of indications of company type or legal form
- s.66 Name not to be the same as another in the index
- s.87 Change of address of registered office
- s.1000 Power to strike off company not carrying on business or in operation
- s.1003 Striking off on application by company
- s.1024 Application for administrative restoration to the register
- s.1036 Resignation, removal and replacement of inspectors
- s.1048B Identity verification of directors
- s.1048 Registration under alternative name
- s.1048A Registered addresses of an overseas company
- s.1052 Company charges
- s.1057 Registrar to whom returns, notices etc to be delivered
- s.1059A Scheme of this Part
- s.1063 Fees payable to registrar
- s.1068 Registrar's requirements as to form, authentication and manner of delivery
- ... and 86 more powers
Definitions 72
- s.2 The Companies Acts
- s.3 Limited and unlimited companies
- Schedule 7 Parent and subsidiary undertakings: supplementary provisions control contract
- s.9 Registration documents
- s.92 Requirements as to net assets
- s.93 Recent allotment of shares for non-cash consideration
- s.1041 Definition of âjoint stock companyâ joint stock company
- s.1087A Protection of date of birth information
- s.109 Re-registration of public company as private and unlimited
- s.1098A Meaning of âauthorised corporate service providerâ
- s.1098C The required information about an applicant
- s.113A Required information about members: individuals name
- s.1134 Meaning of âcompany recordsâ
- s.1158 Meaning of âUK-registered companyâ UK-registered company
- s.1163 âNon-cash assetâ non-cash asset
- s.1167 Meaning of âprescribedâ prescribed
- s.1168 Hard copy and electronic form and related expressions
- s.1171 The former Companies Acts the former Companies Acts the Joint Stock Companies Acts
- s.1208 Interpretation
- s.1241 Meaning of âregistered third country auditorâ and â UK-traded third country company â
- ... and 52 more definitions
Exemptions 60
- s.58 Public limited companies
- s.59 Private limited companies
- s.60 Exemption from requirement as to use of âlimitedâ
- s.1104 Documents relating to Welsh companies
- s.1199A Exceptions based on national security etc
- s.1218 Exemption from liability for damages
- s.1222 Eligibility of individuals retaining only 1967 Act authorisation
- s.127 Register to be evidence
- s.1279 Shares to which information provisions apply
- s.138 Subsidiary acting as personal representative or trustee
- s.140 Interests to be disregarded: employer's rights of recovery under pension scheme or employees' share scheme
- s.159A Disqualified person not to be appointed as director
- s.181 Modification of provisions in relation to charitable companies
- s.207 Exceptions for minor and business transactions
- s.208 Exceptions for intra-group transactions
- s.223 Transactions requiring members' approval: application of provisions to shadow directors
- s.234 Qualifying third party indemnity provision
- s.253 Members of a director's family
- s.287 Saving for provisions of articles as to determination of entitlement to vote
- s.295 Application not to circulate members' statement
- ... and 40 more exemptions
Official guidance
Authoritative sources from regulators explaining this legislation.
- Capital distributions on dissolution (HMRC) Detailed Guidance
- Accountant in Bankruptcy (aib.gov.uk) Detailed Guidance