Companies House is the
executive agency
An executive agency is a part of a government department that is treated as managerially and budgetarily separate, to carry out some part of the executive functions of the United Kingdom government, Scottish Government, Welsh Government or Nort ...
of the
company registrars of the
United Kingdom
The United Kingdom of Great Britain and Northern Ireland, commonly known as the United Kingdom (UK) or Britain, is a country in Europe, off the north-western coast of the continental mainland. It comprises England, Scotland, Wales and North ...
, falling under the remit of the
Department for Business, Energy and Industrial Strategy. All forms of
companies
A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared go ...
(as permitted by the
Companies Act) are incorporated and registered with Companies House and file specific details as required by legislation. All registered limited companies, including subsidiary, small and inactive companies, must file annual
financial statements
Financial statements (or financial reports) are formal records of the financial activities and position of a business, person, or other entity.
Relevant financial information is presented in a structured manner and in a form which is easy to un ...
in addition to annual company returns, and all these are public records. Only some registered
unlimited companies (meeting certain conditions) are exempt from this requirement.
The United Kingdom has had a system of company registration since 1844. The legislation governing company registration matters is the
Companies Act 2006
The Companies Act 2006 (c 46) is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law.
The Act was brought into force in stages, with the final provision being commenced on 1 October 2009. It largely ...
.
History
19th century
Prior to 1844,
companies
A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared go ...
could only be
incorporated through grant of a
royal charter
A royal charter is a formal grant issued by a monarch under royal prerogative as letters patent. Historically, they have been used to promulgate public laws, the most famous example being the English Magna Carta (great charter) of 1215, bu ...
, by
private act of Parliament
Proposed bills are often categorized into public bills and private bills. A public bill is a proposed law which would apply to everyone within its jurisdiction. This is unlike a private bill which is a proposal for a law affecting only a single p ...
, or, from 1834, by
letters patent. Few companies were incorporated, with only approximately 100 companies being incorporated by private act between 1801 and 1844.
At this time, no central register of companies was in existence.
Joint Stock Companies Act 1844
The origins of Companies House date back to 1844, the year the
Joint Stock Companies Act received
royal assent
Royal assent is the method by which a monarch formally approves an act of the legislature, either directly or through an official acting on the monarch's behalf. In some jurisdictions, royal assent is equivalent to promulgation, while in other ...
, enabling companies to be incorporated by registration for the first time. The
Act created the office of the Registrar of Joint Stock Companies to maintain the register of companies, which was publicly accessible. It was hoped by
MPs of the day that a publicly accessible central company register would help to protect the public from
fraud
In law, fraud is intentional deception to secure unfair or unlawful gain, or to deprive a victim of a legal right. Fraud can violate civil law (e.g., a fraud victim may sue the fraud perpetrator to avoid the fraud or recover monetary compens ...
.
All companies, irrespective of their method of incorporation, were obliged to register within three months of the
commencement of the Act.
The Act provided for two types of company registration: provisional,
[Joint Stock Companies Act 1844, section IV] and complete.
[Joint Stock Companies Act 1844, section VII] The filing requirements for complete registration were more extensive than those for provisional registration.
Given that there was no requirement for companies granted a certificate of provisional registration to submit the remaining information in order to become completely registered, the Act was not hugely successful as many of its provisions applied only to completely registered companies.
The Joint Stock Companies Act 1844 applied only to
England and Wales
England and Wales () is one of the three legal jurisdictions of the United Kingdom. It covers the constituent countries England and Wales and was formed by the Laws in Wales Acts 1535 and 1542. The substantive law of the jurisdiction is Eng ...
, and
Ireland
Ireland ( ; ga, Éire ; Ulster Scots dialect, Ulster-Scots: ) is an island in the Atlantic Ocean, North Atlantic Ocean, in Northwestern Europe, north-western Europe. It is separated from Great Britain to its east by the North Channel (Grea ...
; it did not apply to
Scotland
Scotland (, ) is a country that is part of the United Kingdom. Covering the northern third of the island of Great Britain, mainland Scotland has a border with England to the southeast and is otherwise surrounded by the Atlantic Ocean to the ...
.
Limited Liability Act 1855
Prior to the commencement of the
Limited Liability Act 1855,
shareholder
A shareholder (in the United States often referred to as stockholder) of a corporation is an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the legal own ...
s were generally treated similarly to partners in a common law
partnership
A partnership is an arrangement where parties, known as business partners, agree to cooperate to advance their mutual interests. The partners in a partnership may be individuals, businesses, interest-based organizations, schools, governments o ...
, and had unlimited liability for the
debt
Debt is an obligation that requires one party, the debtor, to pay money or other agreed-upon value to another party, the creditor. Debt is a deferred payment, or series of payments, which differentiates it from an immediate purchase. The ...
s and
obligations
An obligation is a course of action that someone is required to take, whether legal or moral. Obligations are constraints; they limit freedom. People who are under obligations may choose to freely act under obligations. Obligation exists when ther ...
of the companies in which they held
shares.
From 1855, it became possible for shareholders to benefit from
limited liability
Limited liability is a legal status in which a person's financial liability is limited to a fixed sum, most commonly the value of a person's investment in a corporation, company or partnership. If a company that provides limited liability to it ...
as a matter of routine,
provided the companies in which they held shares were registered with the Registrar of Joint Stock Companies under the 1844 Act. The aim of this act was to incentivise the creation of new joint stock companies, while giving investors, the majority of whom did not play an active role in day-to-day management, protection from liabilities incurred by company directors.
Joint Stock Companies Act 1856
The
Joint Stock Companies Act 1856 abolished the dual registration system of the 1844 Act;
provisional registration ceased to be possible. In exchange for providing shareholders with the benefit of limited liability, companies were required to submit certain information to the Registrar for Joint Stock Companies, including
memoranda
A memorandum ( : memoranda; abbr: memo; from the Latin ''memorandum'', "(that) which is to be remembered") is a written message that is typically used in a professional setting. Commonly abbreviated "memo," these messages are usually brief and ...
and
articles of association
In corporate governance, a company's articles of association (AoA, called articles of incorporation in some jurisdictions) is a document which, along with the memorandum of association (in cases where it exists) form the company's constituti ...
(which had not previously been divided in this way),
and annual reports.
The 1856 Act also mandated that there be a Registrar of Companies for each of the UK's three jurisdictions. This system remains today, with a separate Registrar of Companies for England and Wales, Scotland, and Northern Ireland; 'Companies House' is merely a
brand
A brand is a name, term, design, symbol or any other feature that distinguishes one seller's good or service from those of other sellers. Brands are used in business, marketing, and advertising for recognition and, importantly, to create an ...
adopted by the registrars.
Company registration in Scotland commenced in 1856, with the first company registered being the ''Daily Bulletin Company Limited'', a newspaper publisher. The first Registrar of Joint Stock Companies for Scotland was George Deane, from 1856 to 1858, before he was transferred to the London office of Companies House to be Chief Clerk to the Registrar for England and Wales. The remaining staff were transferred to the office of the
Queen's and Lord Treasurer's Remembrancer (Q<R), who took on the role of Registrar of Companies for Scotland.
20th century
In 1982 the post of Q<R was transferred to the
Crown Agent, and the staff and functions relating to company registration in Scotland were transferred to the
Department of Trade and Industry on 1 April 1981.
In October 1988, Companies House became an
executive agency
An executive agency is a part of a government department that is treated as managerially and budgetarily separate, to carry out some part of the executive functions of the United Kingdom government, Scottish Government, Welsh Government or Nort ...
of the Department of Trade and Industry, and then in October 1991 started to operate as a
trading fund A trading fund is an executive agency, government department or often simply a part of a department, that enables the department to handle its own revenues and expenses separately from overall government finances and more like a business, as opposed ...
, self-financing by retaining income from charges.
21st century
Companies Act 2006
When the
Companies Act 2006
The Companies Act 2006 (c 46) is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law.
The Act was brought into force in stages, with the final provision being commenced on 1 October 2009. It largely ...
was fully implemented on 1 October 2009, the Northern Ireland companies register was fully integrated into Companies House; previously, all limited companies in Northern Ireland were registered with the
Department of Enterprise, Trade and Investment
The Department for the Economy (DfE, ga, An Roinn Geilleagair) is a devolved Northern Ireland government department in the Northern Ireland Executive. The minister with overall responsibility for the department is the Minister for the Econo ...
.
As government departments were reorganised, Companies House came under the
Department for Business, Enterprise and Regulatory Reform
The Department for Business, Enterprise and Regulatory Reform (BERR) was a United Kingdom government department. The department was created on 28 June 2007 on the disbanding of the Department of Trade and Industry (DTI), and was itself disbande ...
(2007), the
Department for Business, Innovation and Skills (2009), and the
Department for Business, Energy and Industrial Strategy (2016). Companies House was a member of the
Public Data Group, an advisory board which between 2011 and 2015 sought to improve public access to government data.
Companies House is also responsible for
dissolving companies.
In 2020, there were approximately 4.3 million businesses on the Companies House register.
In the same year Companies House ceased to operate as a trading fund.
Response to 2020 pandemic
In view of the
coronavirus pandemic
The COVID-19 pandemic, also known as the coronavirus pandemic, is an ongoing global pandemic of coronavirus disease 2019 (COVID-19) caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2). The novel virus was first identifie ...
, from 25 March 2020 companies were able to apply for a three-month extension to the annual deadline for filing their accounts and reports.
The
Corporate Insolvency and Governance Act 2020 made this extension automatic for filing deadlines between 27 June 2020 and 5 April 2021; after the latter date, companies could again apply for a three-month extension. There were also temporary extensions to the deadlines for filing confirmation statements and certain event-driven filings.
By jurisdiction
The role of Registrar of Companies is not a political one, and the incumbent is a
civil servant
The civil service is a collective term for a sector of government composed mainly of career civil servants hired on professional merit rather than appointed or elected, whose institutional tenure typically survives transitions of political leaders ...
.
England and Wales
![Companies House, Cardiff - geograph](https://upload.wikimedia.org/wikipedia/commons/f/fb/Companies_House%2C_Cardiff_-_geograph.org.uk_-_1521422.jpg)
The Registrar of Companies for
England and Wales
England and Wales () is one of the three legal jurisdictions of the United Kingdom. It covers the constituent countries England and Wales and was formed by the Laws in Wales Acts 1535 and 1542. The substantive law of the jurisdiction is Eng ...
is based at Companies House,
Cardiff
Cardiff (; cy, Caerdydd ) is the capital and largest city of Wales. It forms a principal area, officially known as the City and County of Cardiff ( cy, Dinas a Sir Caerdydd, links=no), and the city is the eleventh-largest in the United Kingd ...
,
and is responsible for the registration of companies in England and Wales. Until 2011 there was another Companies House office in
Nantgarw
Nantgarw is a village in the county borough of Rhondda Cynon Taf, Wales, near Cardiff.
From an electoral and administrative perspective Nantgarw falls within the ward of Taffs Well, a village some south, but historically fell within the boundari ...
, Wales. The London office of Companies House, located at
Petty France, is purely a facility to file and view documents, which are then processed in Cardiff.
The current registrar is Louise Smyth, who also serves as chief executive of Companies House.
Scotland
The Registrar of Companies for Scotland, is based at Companies House,
Edinburgh
Edinburgh ( ; gd, Dùn Èideann ) is the capital city of Scotland and one of its 32 Council areas of Scotland, council areas. Historically part of the county of Midlothian (interchangeably Edinburghshire before 1921), it is located in Lothian ...
, and is responsible for the registration of companies in Scotland. The current registrar is Lisa Davis.
Northern Ireland
The Registrar of Companies for Northern Ireland is based at Companies House,
Belfast
Belfast ( , ; from ga, Béal Feirste , meaning 'mouth of the sand-bank ford') is the capital and largest city of Northern Ireland, standing on the banks of the River Lagan on the east coast. It is the 12th-largest city in the United Kingdo ...
, and is responsible for the registration of companies in Northern Ireland. The current registrar is Lynn Cooper.
Undertakings registered
Companies
Companies House acts as registrar for the following types of company:
*
Public companies limited by shares[Companies Act 2006, sections 9(2)(c) and 9(2)(d)][Companies Act 2006, section 9(6)]
* Public companies limited by guarantee
*
Societates Europaeae, which, following
Brexit
Brexit (; a portmanteau of "British exit") was the withdrawal of the United Kingdom (UK) from the European Union (EU) at 23:00 GMT on 31 January 2020 (00:00 1 February 2020 CET).The UK also left the European Atomic Energy Community (EAEC or ...
, can no longer be formed in the UK, with any SEs remaining registered in the UK on 1 January 2021 automatically converted to UK Societates
*
Unlimited companies
*
Private companies limited by shares
*
Private companies limited by guarantee
*
Community interest companies
A community is a social unit (a group of living things) with commonality such as place, norms, religion, values, customs, or identity. Communities may share a sense of place situated in a given geographical area (e.g. a country, village, town ...
, on behalf of the Office of the Regulator of Community Interest Companies
* Companies incorporated by
Royal Charter
A royal charter is a formal grant issued by a monarch under royal prerogative as letters patent. Historically, they have been used to promulgate public laws, the most famous example being the English Magna Carta (great charter) of 1215, bu ...
* Some overseas companies with a physical presence in the UK
Other undertakings
Despite its name, Companies House acts not only as registrar for companies, but also for the following undertakings:
*
Limited Partnerships
A limited partnership (LP) is a form of partnership similar to a general partnership except that while a general partnership must have at least two general partners (GPs), a limited partnership must have at least one GP and at least one limited p ...
*
Limited Liability Partnerships
A limited liability partnership (LLP) is a partnership in which some or all partners (depending on the jurisdiction) have limited liabilities. It therefore can exhibit elements of partnerships and corporations. In an LLP, each partner is not ...
*
European economic interest groupings, which, following Brexit, can no longer be formed in the UK, with any EEIGs remaining registered in the UK on 1 January 2021 automatically converted to UK economic interest groupings
Undertakings for which Companies House does not act as registrar
Companies House does not act as registrar for the following undertakings:
*
Building societies
A building society is a financial institution owned by its members as a mutual organization. Building societies offer banking and related financial services, especially savings and mortgage lending. Building societies exist in the United Kingdo ...
, for which the
Financial Conduct Authority
The Financial Conduct Authority (FCA) is a financial regulation, financial regulatory body in the United Kingdom, but operates independently of the UK Government, and is financed by charging fees to members of the financial services industry. The ...
acts as registrar
*
Charitable incorporated organisation
A Charitable Incorporated Organisation (CIO) is a corporate form of business designed for (and only available to) charitable organisations in England and Wales, similar to (but with important differences from) a Scottish Charitable Incorporat ...
s, for which the
Charity Commission
, type = Non-ministerial government department
, seal =
, seal_caption =
, logo = Charity Commission for England and Wales logo.svg
, logo_caption =
, formed =
, preceding1 =
, ...
acts as registrar
* Community benefit societies, for which the Financial Conduct Authority acts as registrar
*
Co-operative societies
A cooperative (also known as co-operative, co-op, or coop) is "an autonomous association of persons united voluntarily to meet their common economic, social and cultural needs and aspirations through a jointly owned and democratically-control ...
, for which the Financial Conduct Authority acts as registrar
*
Credit union
A credit union, a type of financial institution similar to a commercial bank, is a member-owned nonprofit organization, nonprofit financial cooperative. Credit unions generally provide services to members similar to retail banks, including depo ...
s, for which the Financial Conduct Authority acts as registrar
*
Friendly societies
A friendly society (sometimes called a benefit society, mutual aid society, benevolent society, fraternal organization or ROSCA) is a mutual association for the purposes of insurance, pensions, savings or cooperative banking. It is a mutual org ...
, for which the Financial Conduct Authority acts as registrar
*
Partnership
A partnership is an arrangement where parties, known as business partners, agree to cooperate to advance their mutual interests. The partners in a partnership may be individuals, businesses, interest-based organizations, schools, governments o ...
s, for which there is no registrar; the only registration required is with
HM Revenue and Customs
HM Revenue and Customs (His Majesty's Revenue and Customs, or HMRC) is a non-ministerial government department, non-ministerial Departments of the United Kingdom Government, department of the His Majesty's Government, UK Government responsible fo ...
in order to submit
tax returns
A tax return is the completion of documentation that calculates an entity or individual's income earned and the amount of taxes to be paid to the government or government organizations or, potentially, back to the taxpayer.
Taxation is one of ...
Register of Companies
The Register of Companies is the index of every undertaking registered with Companies House.
Names
Uniqueness
Every undertaking registered with Companies House must have a unique name.
Whether a name is unique or not is determined by Companies House; certain terms and punctuation, and characters after the first 60, are completely disregarded when assessing the uniqueness of a name, and other characters, although strictly different, are deemed to be the same as each other.
Restrictions
Companies may not have names which if used would constitute a
criminal offence
In ordinary language, a crime is an unlawful act punishable by a state or other authority. The term ''crime'' does not, in modern criminal law, have any simple and universally accepted definition,Farmer, Lindsay: "Crime, definitions of", in Ca ...
, or which are offensive. Approval from the
Secretary of State is required if a company wishes to use a name indicating a connection to government, or other so-called 'sensitive' words or phrases.
Indication of status
Generally, undertakings registered with Companies House are required to indicate their legal form in their names:
* Public limited companies, the names of which must end with 'public limited company' or 'plc', or, in the case of
Welsh
Welsh may refer to:
Related to Wales
* Welsh, referring or related to Wales
* Welsh language, a Brittonic Celtic language spoken in Wales
* Welsh people
People
* Welsh (surname)
* Sometimes used as a synonym for the ancient Britons (Celtic peop ...
companies if they so choose, the
Welsh language
Welsh ( or ) is a Celtic language family, Celtic language of the Brittonic languages, Brittonic subgroup that is native to the Welsh people. Welsh is spoken natively in Wales, by some in England, and in Y Wladfa (the Welsh colony in Chubut P ...
equivalents 'cwmni cyfyngedig cyhoeddus' or 'ccc'
* Societates Europaeae, the names of which had to include 'SE' (replaced with 'UK Societas' for SEs remaining registered in the UK on 1 January 2021 as a consequence of Brexit)
* Private limited companies, the names of which ordinarily must end with 'limited' or 'ltd', or, in the case of Welsh companies if they so choose, the Welsh language equivalents 'cyfyngedig' or 'cyf'
* Community interest companies, the names of which must end with 'community interest company' or 'cic' (or, if it is a public company, 'community interest public limited company' or 'community interest plc'), or, in the case of Welsh companies if they so choose, the Welsh language equivalents 'cwmni buddiant cymunedol' or 'cbc' (or, if it is a public company, 'cwmni buddiant cymunedol cyhoeddus cyfyngedig' or 'cwmni buddiant cymunedol ccc')
* Limited partnerships, the names of which must end with 'limited partnership' or 'lp', or if the principal place of business is Wales and they so choose, the Welsh language equivalents 'partneriaeth cyfyngedig' or 'pc'
* Limited liability partnerships, the names of which must end with 'limited liability partnership' or 'llp', or in the case of Welsh limited liability partnerships if they so choose, the Welsh language equivalents 'partneriaeth atebolrwydd cyfyngedig' or 'pac'
Notwithstanding the above, private limited companies need not indicate their legal form in their names if they are
charities, exempted by new
regulations
Regulation is the management of complex systems according to a set of rules and trends. In systems theory, these types of rules exist in various fields of biology and society, but the term has slightly different meanings according to context. For ...
made by the Secretary of State, or subject to a continuing exemption.
Registered numbers
Every undertaking registered with Companies House is issued with a registered number. Once issued, a registered number remains the same, even if the undertaking changes its name.
Registered numbers consist of eight digits, and in certain circumstances a two letter prefix, including:
* Companies incorporated in Scotland: SC
* Companies incorporated in Northern Ireland: NI
* Companies incorporated by royal charter: RC (England and Wales), SR (Scotland), or NR (Northern Ireland)
* Overseas companies: FC (England and Wales), SF (Scotland), or NF (Northern Ireland)
* Limited partnerships: LP (England and Wales), SL (Scotland), or NL (Northern Ireland)
* Limited liability partnerships: OC (England and Wales), SO (Scotland), or NO (Northern Ireland)
* European economic interest groupings: GE (England and Wales), GS (Scotland), or GN (Northern Ireland)
Certificates of incorporation or registration
Certificates of incorporation
The Register of Companies contains
certificates of incorporation for all undertakings incorporated by registration with Companies House. Incorporation takes place on the issuance of a certificate of incorporation by the registrar. Private limited companies can be issued with a certificate of incorporation within 24 hours of an application being submitted.
Certificates of incorporation for companies include the following information:
* Registered name
* Registered number
* Date of incorporation
* Whether the company is limited or unlimited, and if limited, whether by shares or guarantee
* Whether the company is private or public
* Whether the company's registered office is in England and Wales, Wales, Scotland, or Northern Ireland
Registration of companies is complete once the certificate of incorporation is
signed or
sealed by the registrar.
Certificates of incorporation for limited liability partnerships include the following information:
* Registered name
* Registered number
* Date of incorporation
* Whether the limited liability partnership's registered office is in England and Wales, Wales, Scotland, or Northern Ireland
Incorporation of a limited liability partnerships is complete once the certificate of incorporation is signed or sealed by the registrar.
Certificates of registration
Limited partnerships are not issued with certificate of incorporation upon registration with Companies House, but instead with certificates of registration. This is because limited partnerships are not
legal person
In law, a legal person is any person or 'thing' (less ambiguously, any legal entity) that can do the things a human person is usually able to do in law – such as enter into contracts, sue and be sued, own property, and so on. The reason for ...
s and therefore are not created by incorporation.
Certificates of registration include the following information:
* Registered name
* Registered number
* Date of registration
* A statement that the limited partnership is registered as a limited partnership under the
Limited Partnerships Act 1907
A limited partnership (LP) is a form of partnership similar to a general partnership except that while a general partnership must have at least two general partners (GPs), a limited partnership must have at least one GP and at least one limited p ...
A limited partnership comes into existence once its certificate of registration has been signed or sealed by the registrar.
Accuracy
Companies House does not verify the accuracy of information filed. The Department for Business, Energy and Industrial Strategy announced in 2020 that Companies House would be given powers to verify the identities of company directors, but did not set a timetable for their introduction.
Other public registers
Since June 2016, private companies can elect to keep certain statutory records on the central register which is held and published by Companies House, instead of maintaining their own registers. These records include:
* Register of members
* Register of
people with significant control
* Register of directors
* Register of directors’ usual residential addresses
* Register of secretaries
Controversy
In February 2008, ''The Times'' and ''Computer Weekly'' broke a story that almost 4,000 of the names on the Companies House register of directors were on international watchlists of alleged fraudsters, money launderers, terror financiers and corrupt officials. The results came from
Datanomic
Datanomic was a software engineering company based in Cambridge, England.
Founded in 2001, Datanomic was a UK-based software company developing data quality solutions. In 2006, Datanomic acquired Tranato and integrated Tranato's semantic profil ...
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 run other UK companies as Companies House was not checking names against its register of disqualified persons.
See also
*
List of company registers
This is a list of official business registers around the world.
There are many types of official business registers, usually maintained for various purposes by a state authority, such as a government agency, or a court of law. In some cases, ...
References
External links
*
*
*
{{coords, 51.4994, -3.1895, display=title
Executive agencies of the United Kingdom government
Trading funds of the United Kingdom government
English law
Scots law
Government databases in the United Kingdom
Cathays
Department for Business, Innovation and Skills
United Kingdom company law
Government-owned companies of the United Kingdom
Registrars of companies