Company-Registration
Tuesday, November 11, 2003
  Company Registration - Information on offshore investing and taxation.
Mchari Institute - Information for those involved in offshore financial business and company registration.
Meridian Offshore Funds - Offshore investment concept combining equity funds and multi currency fixed rate bonds.
Meyado International Limited - Offshore investment opportunities to expatriates.
Midland Services, Inc. - Provides offshore incorporations and auxiliary services.
Mitcham and Benjamin - Specializes in the formation of offshore companies and company registration.
Morgan Carter Young, Inc. - Provides offshore consulting, trust, nominee, and banking services.
Morgan Chapel - Brokers offer direct offshore investing services.
Morison Anderson Trust Company - Provides offshore banking, asset protection services, and trust and company formations.
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NetIncorp.com Corporation - Provides offshore company formation in the British Virgin Islands and company registration.
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      Resolutions

    Contents

    Introduction
    1. Resolutions - the basics
    2. Resolutions - different types
    3. Further information
    This is a guide only and should be read with the relevant legislation.



    Introduction
    This guide is about different types of company resolution. It explains what they are and the differences between them. It also tells you which resolutions need to be filed at Companies House.

    This is one of a series of Companies House guides which provides a simple guide to the Companies Act and other related legislation.

    Please note that this is only intended as a brief introduction to the subject, so you should read it in conjunction with the relevant law.

    You will find the relevant law in the Companies Act 1985 (as amended in 1989 and later).



    CHAPTER 1
    Resolutions - the basics
    1. What is a resolution?

    A resolution is an agreement or decision made by the directors or members (or a class of members) of a company. When a resolution is passed, the company is bound by it.

    A proposed resolution is a motion. If the necessary majority is not obtained, then the proposed resolution fails.

    2. How is a vote taken?

    The vote on a resolution in a general meeting (or in a meeting of a class of members) is taken according to the rules in the company's articles of association. Generally it is by a show of hands. But any member may demand a poll unless the company's articles say otherwise. A declaration by the chairman that the resolution is carried on a show of hands is all that is required for a resolution to be passed. The number of votes for or against need not be counted.

    3. Who must receive copies of a resolution before and after approval?

    Notice of the intention to propose a resolution must be sent to company members. If a company has auditors, they must also be sent copies - or otherwise notified of the contents - of all proposed statutory written resolutions (see chapter 2).

    Companies House must be sent a copy of any resolution listed in question 4 below. The resolution must be:

    in printed form (or in another form approved by Companies House); and
    delivered to Companies House within 15 days of the date it was made or passed by the company.
    4. What resolutions need to be sent to Companies House?
    A copy of every resolution or agreement listed below must reach Companies House within 15 days after it has been passed. Some of the resolutions are described more fully in chapter 2.

    Special resolutions and extraordinary resolutions. Also, resolutions or agreements passed by unanimous agreement of all the members but which would otherwise have needed to be passed as special resolutions or as extraordinary resolutions.


    Elective resolutions. Also, resolutions revoking elective resolutions.


    Class resolutions passed by unanimous agreement of all the members of a class of shareholders but which would otherwise have needed to be passed by a specific majority or in another manner. Also, all resolutions or agreements that effectively bind all the members of any class of shareholders though they have not been agreed by all those members.


    Directors' resolutions as listed in question 1 of chapter 2.


    Ordinary resolutions as listed in question 2 of chapter 2.


    Resolutions for voluntary winding-up. (See our guide, 'Liquidation and Insolvency' or 'Liquidation and Insolvency (Scotland)' for more information on this.)



    CHAPTER 2
    Resolutions - different types
    There are eight types of resolution

    1. Directors' resolutions

    These are only used by directors at board meetings. The following directors' resolutions must be filed at Companies House:

    a resolution to change the company's name in response to a direction from the Secretary of State under section 31(2) of the Companies Act 1985;


    a resolution to alter the memorandum of association of a company ceasing to be a public company following the acquisition of its own shares;


    a resolution by the directors of an old public company to re-register as a plc;


    a resolution to allow title (meaning the right to benefit from ownership) to be evidenced and transferred without a written document.
    2. Ordinary resolutions

    These are used for all matters unless the Companies Act or the company's articles of association require another type of resolution. They are passed by a simple majority of members who are entitled to vote at a meeting, notice of which has been properly given. Voting may also be allowed by a member's substitute known as a proxy. The length of notice required for an ordinary resolution depends on the kind of meeting at which the resolution is to be discussed. An ordinary resolution may be passed at short notice using the same arrangements as apply to special resolutions - see question 4 below.

    The following ordinary resolutions need to be filed at Companies House:

    a resolution to give, vary, revoke or renew an authority to the directors to allot shares;


    a resolution to give, vary, revoke or renew an authority to the company to make a market purchase of its own shares;


    a resolution to prevent or reverse a directors' resolution to allow title of shares to be evidenced or transferred without a written document;


    a resolution to authorise an increase of share capital. This type of resolution must be sent with Form 123 (notice of increase in nominal capital).
    3. Extraordinary resolutions

    These are required for certain matters, for example modifying the rights of classes of shareholders or winding-up. They are passed by at least 75% of the members who vote on the motion, in person or by proxy (where allowed) at a general meeting. The length of notice required for an extraordinary resolution will depend on several factors, including the type of meeting to be held. They may be passed at short notice under the same arrangements as for special resolutions - see question 4 below.


    4. Special resolutions

    These are passed at a general meeting of which at least 21 days' notice specifying the intention to propose a resolution as a special resolution has been given. (In Scotland, the 21 days may include the day of the meeting.) As with an extraordinary resolution, a special resolution requires a 75% majority. It is required for important matters such as alterations to the memorandum or articles of association, a change of name, or a reduction of capital to be approved by the court.

    A meeting at which a special resolution (or an ordinary or extraordinary resolution) is to be proposed may be held at shorter notice with the agreement of the members entitled to attend and vote at the meeting. Agreement to short notice of the meeting and resolution must be by:

    the majority of members in number who also hold at least 95% in nominal value of the shares giving voting rights; or


    in the case of a company without share capital, the majority of members in number who also represent at least 95% of the total voting rights; or


    in the case of a meeting called as the annual general meeting, all the members.
    Private companies may pass an elective resolution (see question 5 below) to reduce the majority required to authorise short notice of a meeting and notice of a resolution, to not less than 90%.

    When a resolution alters the memorandum or articles of association of a company, a copy of the amended document must also be filed at Companies House.

    5. Elective resolutions

    These may be passed by private companies only and for five specific purposes - see below. 'Elective resolutions' must be passed by unanimous agreement in general meeting of the company by all the members entitled to attend and vote at the meeting in person or by proxy. A period of 21 days' notice of the resolution(s) must be given unless all members entitled to attend and vote at the meeting agree to a shorter period.

    Elective resolutions may be used for the following purposes only:

    to amend the duration of the authority of directors to allot securities;


    to dispense with the holding of annual general meetings;


    to dispense with the laying of accounts and reports before the members in general meeting;


    to allow the majority required to authorise short notice of a meeting and notice of a resolution to be reduced from 95% to a lower figure but not less than 90%;


    to dispense with the annual appointment of auditors.
    6.Written resolution

    A written resolution signed by all the members, or a resolution of any class of members, may be passed by a private company to resolve anything which could have been passed by the company in general meeting. However, this power cannot be used to remove a director or auditor before the end of their term of office.

    To pass a written resolution, a meeting is not required and no prior notice is necessary. But the resolution can only be passed by unanimous agreement of all the members who, at the date of the resolution, would be entitled to attend and vote at a meeting that would otherwise have been held to pass it. The date of a written resolution is the date on which the last member signs. The signatures of each member do not need to be on a single document.

    A copy of the proposed written resolution must be sent to the company's auditors - or they must otherwise be notified of its contents - at or before the time the resolution is supplied to the members for signature. A breach of this requirement would be a criminal offence but would not affect the validity of the resolution. This requirement does not apply to companies that do not have auditors.

    The statutory written resolution procedure is in addition to anything the company's articles say about written resolutions.

    7.Class resolution

    When a company proposes to pass a resolution that affects one class of share only, then it will usually need to obtain the consent of a majority of the holders of the class of share. This can be obtained in writing or by passing an extraordinary resolution at a separate class meeting.

    8 .Shareholder resolution

    A company has a duty to circulate resolutions proposed by shareholders and intended to be moved at an annual general meeting if a certain number of members request it. The number of members necessary is:

    members having 5% of the voting power of the company; or


    100 or more shareholders whose paid-up capital averages at least £100 each.
    The resolution may be circulated at the expense of the members making the request, unless the company resolves otherwise.

    Sections 376 and 377 of the Companies Act also places other conditions on the circulation of proposed shareholders' resolutions. For example, the time within which the request must be deposited at the company's registered office before the annual general meeting.

    Shareholder resolutions are voted on at a company's annual general meeting in the same way as other resolutions - see chapter 1.


    CHAPTER 3
    Further information

    1. Is there a standard form for resolutions?

    No, but the Registrar does have a standard format available for:

    dormant companies wishing to exempt themselves from the requirements to appoint auditors in respect of accounts covering a financial year ending before 26 July 2000; and

    companies wishing to change their name.
    If you need more information about resolutions, please write to Companies House at one of the addresses given below.

    2. How do I send information to the Registrar?

    You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh.

    You may also send documents by post or by the Hays Document Exchange service (DX). If you send documents, please address them to:

    For companies incorporated in
    England & Wales: For companies incorporated in
    Scotland:
    The Registrar of Companies
    Companies House
    Crown Way
    Cardiff CF14 3UZ

    DX33050 Cardiff
    The Registrar of Companies
    Companies House
    37 Castle Terrace
    Edinburgh EH1 2EB

    DX ED235 Edinburgh 1

    We will only acknowledge receipt of documents at Companies if you provide a stamped addressed envelope.
    Please note: Companies House does not accept accounts or any other statutory documents by fax.


    3. Where do I get forms and guidance booklets?

    This is one of a series of Companies House booklets which provide a simple guide to the Companies Act.

    Statutory forms and guidance booklets are available, free of charge from Companies House. The quickest way to get them is through this website or by telephoning 0870 3333636.

    If you prefer you can write to our Stationery Sections in Cardiff or Edinburgh.

    Forms can also be obtained from legal stationers, accountants, solicitors and company formation agents - addresses in business phone books.




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  •   Accounts and Accounting Reference Dates

    Contents

    Introduction
    1. Accounting reference dates
    2. Preparing and filing accounts
    3. Small and medium-sized company exemptions
    4. Audit exemptions for small companies
    5. Audit exemptions for dormant companies
    6. Partnership accounts
    7. Further information
    This is a guide only and should be read with the relevant legislation.



    Introduction
    This booklet is a guide to the rules governing public disclosure of accounts by all limited companies.

    The booklet covers three main topics:


    Accounting reference dates (ARD). The ARD is the financial year-end. It is also the date that determines when accounts are due for delivery to Companies House. Every company has an ARD. Companies House must be told in advance when the date is about to be changed. It can be costly if you forget to tell us and prepare accounts to the wrong date. If you do, we will refuse registration of the accounts and you will have to prepare fresh accounts to the ARD held on record at Companies House.

    Preparing and filing accounts. There are deadlines by which accounts must be prepared and delivered to Companies House. If you miss the deadline an automatic penalty will be levied, without exception. So it is important that you, your accountants and your auditors are aware of the filing deadline.

    Content of accounts. This booklet cannot tell you how to prepare company accounts - your accountant has specialist knowledge of this. But it will tell you what documents make up a set of accounts, what exemptions you may be able to take advantage of, and whether you will need to appoint an auditor.
    You will find the relevant law in the Companies Act 1985 (as amended in 1989 and later).



    CHAPTER 1
    Accounting reference dates
    1. What is a financial year?

    Every company must prepare annual accounts that report on the performance and activities of the company during the year. The period reported on in the accounts is called the financial year. This starts on the day after the previous financial year ended or, in the case of a new company, on the day of incorporation.

    A more precise term for a financial year is an accounting reference period

    The accounting reference period ends on the accounting reference date (ARD) - see questions 2 and 3 - or a date up to seven days either side of the ARD, if this is more convenient.

    2. How is the ARD fixed?

    For a new company, the ARD is set using its date of incorporation - see question 3. You can change the first accounting reference period and subsequent accounting reference periods by changing the ARD - see questions 4 and 5.

    3. What period must a company's first accounts cover?

    For all new companies, the first accounting reference period is automatically set as the first anniversary of the last day in the month in which the company was incorporated. For example, if the company was incorporated on 10 June 1999 its ARD would be set at 30 June, and the first accounts would cover a period from 10 June 1999 to 30 June 2000 - or up to seven days either side of that date. Although the ARD is set on incorporation, you can change it - see question 4.

    4. Can the ARD be changed?

    Yes, by completing Form 225 and sending it to Companies House. But the change can only be made to the current or the immediately previous accounting reference period and you have to register the new ARD before the filing deadline of the accounts. In other words, if Companies House is expecting accounts for a particular accounting reference period and they become overdue, it is too late to say that you wanted to change the ARD. Private companies normally have 10 months and public companies 7 months to send their accounts to Companies House. The period allowed for sending a company's first accounts is calculated differently and this is explained in chapter 2.

    5. Are there any restrictions on changing the ARD?

    You may change an ARD by shortening an accounting reference period as often as you like and by as many months as you like. However, there are restrictions on extending accounting reference periods:

    You may not extend a period so that it lasts more than 18 months from the start date of the accounting period.


    You may not extend more than once in 5 years unless:

    (a) the company is subject to an administration order; or

    (b) the Secretary of State has directed this; or

    (c) the company is aligning its accounting reference date with that of a subsidiary or parent undertaking established within the European Economic Area. Countries comprising the European Economic Area are as follows:

    Iceland, Norway, Finland, Sweden, Ireland, United Kingdom, Denmark, Germany, Netherlands, Belgium, Luxembourg, Austria, Portugal, Spain, France, Italy, Greece, Liechtenstein.
    6. What about companies incorporated overseas?
    A company incorporated overseas which has registered:

    a branch in Great Britain, and which does not have to publish audited accounts in its country of incorporation; or


    a place of business in Great Britain;
    is subject to the same ARD rules except that it is not restricted as to how often it may extend accounting periods. The same Form 225 is used to change the ARD.
    A company incorporated overseas which has registered a branch in Great Britain, and which has to publish accounts in its country of incorporation is subject to different rules - see our booklet, 'Oversea Companies'.


    CHAPTER 2
    Preparing and filing accounts

    This chapter explains the basic rules on filing accounts. It applies to all company accounts irrespective of whether any filing exemptions apply to the content of the accounts.

    1. Do all companies have to keep accounting records?

    Yes. All limited and unlimited companies, whether or not they are trading, must keep accounting records.

    2. What does a set of accounts include?

    Generally, accounts must include:

    a profit and loss account (or income and expenditure account if the company is not trading for profit);


    a balance sheet signed by a director;


    an auditors' report signed by the auditor (if appropriate);


    a directors' report signed by a director or the secretary of the company;


    notes to the accounts; and


    group accounts (if appropriate).
    This booklet cannot go into the detailed information that these documents must contain - for this see the Companies Act. Certain information may be omitted from the accounts of medium-sized and small (including very small and dormant) companies prepared under the special provisions of part VII of the Act. These companies may further abbreviate the accounts they file at Companies House - see chapter 3. Very small companies and dormant companies may also be exempt from audit - see chapters 4 and 5.
    3. Do all companies have to deliver their accounts to the Registrar?

    All limited and public limited companies must send their accounts to the Registrar. If they are eligible and wish to, medium-sized, small, very small and dormant companies may prepare and file 'abbreviated accounts' - see chapter 3, 4 and 5.

    Unlimited companies need only deliver accounts to the Registrar if, during the period covered by the accounts, the company was:

    a subsidiary or a parent of a limited undertaking; or


    a banking or insurance company (or the parent company of a banking or insurance company); or


    a 'qualifying company' within the meaning of the Partnerships and Unlimited Companies (Accounts) Regulations 1993 - see chapter 7 of this booklet; or


    operating a trading stamp scheme.
    4. What period must the accounts cover?
    A company's first accounts cover the period starting on the date of incorporation, not the first day of trading. They end on the accounting reference date (ARD) or up to 7 days either side of that date. ARDs and how to change them are covered in chapter 1.

    Subsequent accounts start on the day after the previous accounts ended. They finish on the ARD or up to 7 days either side of it.

    5. How long do I have to file my company's first accounts?

    If you are filing your company's first accounts and they cover a period of more than 12 months, they must be delivered to the Registrar within 22 months of the date of incorporation for private companies and 19 months for public companies or 3 months from the ARD, whichever is longer. The definition of a period of months in connection with filing the accounts also applies to the first accounts. For example, a private company incorporated on 1 January with an Accounting Reference Date (ARD) of 31 January has until midnight on 1 November (22 months from the date of incorporation) to deliver its accounts, not 30 November.

    6. How long do I normally have to file my accounts?

    Unless you are filing you company's first accounts (see question 5) the time normally allowed for delivering accounts to Companies House is:

    for a private company, 10 months from the ARD;


    for a public company, 7 months from the ARD.


    However, if the accounting reference period has been shortened, the time allowed for filing the accounts is the longer of:
    for a private company 10 months (or for a public company 7 months) from the ARD; or


    3 months from the date of the notice (Form 225).
    Please be aware of the definition of a period of months in connection with filing accounts.
    A period of months after a given date ends on the corresponding date in the appropriate month. For example a private company with an ARD of 30 September has until midnight on 30 July of the following year to deliver its accounts, not 31 July.

    If there is no corresponding date, the last day of the month will apply. For example, a private company with an ARD of 30 April has until midnight on 28 February the following year to deliver its accounts.


    7. Can the time allowed for delivering accounts be extended?

    If a company carries on business or has interests overseas, a 3-month extension to the normal filing period can be claimed by delivering Form 244 to Companies House. This form must be delivered before the normal filing deadline and this must be done for every year that the company wishes to claim the extension. It does not automatically apply from one year to the next.

    An application may also be made to the Secretary of State for Trade and Industry to extend the time for laying and delivering accounts if there is a special reason for doing so. For example, if there has been an unforeseen event which was outside the control of the company and its auditors. The application must be made in writing, be delivered before the normal filing deadline, and must contain a full explanation of the reasons for the extension and the length of the extension needed.

    For companies incorporated in
    England & Wales write to: For companies incorporated in
    Scotland write to:
    The Secretary of State for
    Trade & Industry
    c/o Companies Admin Section
    Companies House
    Crown Way
    Cardiff CF14 3UZ

    DX33050 Cardiff The Secretary of State for
    Trade & Industry
    Companies House
    37 Castle Terrace
    Edinburgh EH1 2EB


    DX ED235 Edinburgh 1


    8. What if the accounts are delivered late?

    There is an automatic civil penalty for late filing. The amount depends on how late the accounts arrive and whether the company is private or public. The fixed penalties are as follows:

    Length of delay Public company Private company
    3 months or less £ 500 £100
    3 months one day to 6 months £1000 £250
    6 months one day to 12 months £2000 £500
    More than 12 months £5000 £1000


    Failing to deliver accounts on time is also a criminal offence for which company directors may be prosecuted. Late filing penalties are fully explained in our booklet, 'Late Filing Penalties'.

    Please note: if a filing deadline expires on a Sunday or Bank Holiday the law still requires accounts to be filed by that date. So you should ensure that they are posted in time to arrive before such a deadline.


    9. Who can approve and sign accounts?

    The accounts must be approved by the company's board of directors and signed before they are sent to Companies House.

    The balance sheet must be signed by a director, with any statements about accounting or filing exemptions appearing above the director's signature.


    The directors' report, if one is required, must be signed by a director or the company secretary.


    If an auditors' report, special auditors' report or accountants' report is attached to the accounts, then it must state the names of the auditors or accountants and be signed by them.
    You do not have to lay the accounts before a general meeting of the company, or have them agreed by the Inland Revenue, before sending them to Companies House.

    10. Does Companies House give technical advice on accounts?

    No. We can give general guidance, but not technical advice on specific accounting issues. Firstly, giving technical advice is not a role that the Government has given us. Secondly, it is not practicable: your accounts are subject to complex legal requirements, and we do not know enough about your company to be confident that we are giving you proper advice.

    Consult an accountant if you need this sort of advice.

    11. What happens to documents sent to Companies House?

    The documents and forms you deliver to Companies House are scanned to produce an electronic image. The original documents are then stored, and the electronic image is used as the working document.

    When your business contacts view the company record, they see the electronic image reproduced on-line or on microfilm. So it is important not only that the original is legible, but that it can also produce a clear copy.

    The remainder of this chapter lays down a few quality guidelines to follow when preparing accounts and other documents for filing at Companies House.

    12. What happens if my documents do not meet the guidelines?

    Section 706 of the Act allows Companies House to reject documents that cannot be captured electronically, giving a notice saying why they are unacceptable. An acceptable copy must be delivered within 14 days of the notice (otherwise we treat the original as not having been delivered).

    13. How should documents be set out?

    Every document delivered to the Registrar must state prominently the registered number of the company, and must comply with any requirements specified by the Registrar relating to the legibility of that document.

    Briefly, documents should be on A4 size, plain white paper between 80gsm and 100gsm in weight with a matt finish. Text should be black, clear, legible, and of uniform density.

    When you prepare a document:

    use black ink or black type;


    use bold lettering (some elegant thin typefaces and pens give poor quality copies);


    don't send a carbon copy;


    don't use a dot matrix printer;


    remember - photocopies can result in a grey shade that will not scan well;


    use A4 size paper with a good margin; and


    include the company number in the top right-hand corner of the first page.
    Glossy accounts
    If you are producing colour-printed glossy accounts, please save them for your shareholders and others who will appreciate them. We still need black on white with a matt finish. A typed, unbound version of a printer's proof is ideal, provided it has the necessary signatures.

    14. Can I find out more about this?

    For further guidance on print requirements contact 029 2038 0575.


    CHAPTER 3
    Small and medium-sized company exemptions

    1. What exemptions are available?

    Certain small or medium-sized companies may prepare accounts for their members under the special provisions of sections 246 and 246A of the Companies Act 1985. In addition, they may prepare and deliver abbreviated accounts to the Registrar.

    This chapter explains the exemptions available to small and medium-sized companies. Certain small companies with a turnover of less than £1 million (£250,000 for companies that are charities) and assets of less than £1.4 million can claim exemption from audit. This is dealt with in chapter 4.

    The period accounts have to cover and the time allowed for sending them to Companies House is covered in chapter 2.

    2. What is a small or medium-sized company?

    Public companies and certain companies in the regulated sectors cannot qualify as small or medium-sized companies. For other companies, the size of the company (and in the case of a parent company the size of the group headed by it) in terms of its turnover, balance sheet total (meaning the total of the fixed and current assets) and average number of employees determines whether it is classed as small or medium-sized.

    The exact conditions for qualifying as a small or medium-sized company are given below.

    To be a small company, at least two of the following conditions must be met:

    annual turnover must be £2,800,000 or less;


    the balance sheet total must be £1,400,000 or less;


    the average number of employees must be 50 or fewer.
    To be a medium-sized company, at least two of the following conditions must be met:
    annual turnover must be £11,200,000 or less;


    the balance sheet total must be £5,600,000 or less;


    the average number of employees must be 250 or fewer.
    If the company is a parent company, it cannot qualify as a small or medium-sized company unless the group headed by it is also small or medium-sized. The exact conditions for qualifying as a small or medium-sized group are given at question 4.

    Generally, a company qualifies as 'small' or 'medium-sized' in its first financial year, or in any subsequent financial year if it fulfils the conditions in that year and the year before. If the company ceases to be small or medium-sized, the exemption continues for the first year that the company does not fulfil the conditions. And the exemption continues uninterrupted if the company reverts to being small or medium-sized the following year - see the table below.

    If you think the company might qualify as small or medium-sized, you should consult a professional accountant before you prepare 'special-provision' accounts. If you abbreviate the accounts, you will also need a special auditor's report for filing with the Registrar, confirming that the company qualifies to produce such accounts. This report is not needed if the company is exempt from audit - see chapter 4 on very small companies.

    The following table may help you decide whether you qualify to prepare 'small' or 'medium' accounts.

    The table applies to small companies. For medium-sized companies simply substitute 'medium-sized' for 'small'.

    Year 1 Year 2 Year 3 Qualified in:
    1st financial year
    small Yes
    not small No
    2nd financial year
    small small Yes
    small not small Yes
    not small small No
    3rd financial year
    small small not small Yes
    small not small small Yes
    not small small small Yes
    small not small not small No
    not small small not small No
    not small not small not small No


    3. What does a small or medium-sized company have to deliver to the Registrar?

    The company can deliver the accounts which were prepared for its members under the special provisions of part VII of the Companies Act 1985, or it can deliver an abbreviated version of these accounts.

    Abbreviated accounts of a small company must include:

    The abbreviated balance sheet and notes; and
    a special auditor's report (unless the company is also claiming audit exemption - see chapters 4 and 5).
    Abbreviated accounts of a medium-sized company must include:
    the abbreviated profit and loss account;
    the full balance sheet;
    a special auditor's report;
    the directors' report; and
    notes to the accounts.
    The special auditor's report should state that in the auditor's opinion the company is entitled to deliver abbreviated accounts and that they have been properly prepared in accordance with section 246(5) or (6) or 246A(3) of the Companies Act 1985, as the case may be.
    The balance sheet (and if appropriate, the directors' report) must contain a statement that the accounts are prepared in accordance with the special provisions in Part VII of the Companies Act 1985 relating to small or medium-sized companies, as the case may be.

    4. Are there special rules for small and medium-sized groups?

    Yes, a parent company need not prepare group accounts or send them to the Registrar if the group is small or medium-sized and none of its member companies is: a public company, a person who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity, or a person who carries on insurance market activity.

    To qualify as small, a group of companies must meet at least two of the following conditions:

    aggregate turnover must be £2,800,000 net (£3,360,000 gross) or less;


    the aggregate balance sheet total must be £1,400,000 net (£1,680,000 gross) or less;


    the aggregate average number of employees must be 50 or fewer.
    To qualify as medium-sized, a group must satisfy at least two of the following conditions:
    its aggregate turnover must be £11,200,000 net (£13,440,000 gross) or less;


    the aggregate balance sheet total must be £5,600,000 net (£6,720,000 gross) or less;


    the aggregate average number of employees must be 250 or fewer.
    5. What if a small or medium-sized company is required to prepare group accounts?
    A small parent company which has prepared individual accounts for its members using the special provisions of section 246(2) or (3) of the Companies Act 1985, may choose to prepare group accounts under the special provisions of section 248A. However, a small group cannot file abbreviated accounts at Companies House. Group accounts prepared under section 248A must contain a statement above the signature on the balance sheet, confirming that they are prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies.

    If a medium-sized company decides to prepare group accounts, they must be full group accounts.

    Format of accounts
    The format of the accounts must follow the relevant Schedules to the Companies Act 1985. The provisions relating to small and medium-sized companies are in Schedules 4, 5, 6, 8 and 8A.


    6. How long do I have to deliver accounts to Companies House?

    The same time applies as for all other accounts. The same penalties are imposed for late filing. See chapter 2.


    CHAPTER 4
    Very small company audit exemptions

    1. What exemption is available?

    There is total exemption from audit for certain small companies (including very small charitable companies) if they are eligible and wish to take advantage it. Some charitable companies are exempt from audit but must provide an accountant's report on the accounts (partial exemption). Further details about how to claim exemption are in this chapter.

    2. Which small companies qualify for audit exemption?

    To qualify for total audit exemption, a company must

    qualify as small (see chapter 3)
    have a turnover of not more than £1 million; and
    have a balance sheet total of not more than £1.4 million.
    (NOTE: For accounts covering a financial year that ended before 26 July 2000, the turnover must not be more than £350,000)
    For a charitable company to qualify for total audit exemption it must qualify as small (see chapter 3), its gross income must not be more than £90,000 and its balance sheet total must not more than £1.4 million.

    Charitable companies which qualify as small (see chapter 3) and have a gross income between £90,000 and £250,000 and a balance sheet total of no more than £1.4 million qualify for partial exemption.

    3. Are all types of small companies eligible for the exemption?

    No. Audited accounts must be delivered to Companies House if the company falls into any of the following categories:

    (a) A parent company or subsidiary undertaking (unless dormant for the period during which it was a subsidiary) except where the group:

    qualifies as a small group or would qualify if all the bodies corporate in the group were companies; and
    the turnover for the whole group is not more than £1 million net or £1.2 million gross (for a financial year which ended before 26 July 2000 or if the company is a charity, the combined turnover must be no more than £350,000 net or £420,000 gross); and
    the group's combined balance sheet total is not more than £1.4 million net (£1.68 million gross).
    (b) A member of a group of companies in which any member is:
    a public company or body corporate which (not being a company) has power under its constitution to offer shares or debentures to the public;
    a person who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity;
    a person who carries on insurance market activity.
    (c) A person who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity.

    (d) A person who carries on insurance market activity.

    (e) An appointed representative within the meaning of s.39 of the Financial Services and Markets Act 2000.

    (f) A public limited company unless the company is dormant - see chapter 5.

    (g) A special register body or employers association under the Trade Union and Labour Relations (Consolidation) Act 1992.

    (h) A company where an audit is required by a member or members holding at least 10% of the nominal value of issued share capital or holding 10% of any class of shares; or - in the case of a company limited by guarantee - 10% of its members in number. The demand for the accounts to be audited should be in the form of written notice to the company, deposited at the registered office at least one month before the end of the financial year in question.

    Some flat management companies may have to prepare audited accounts to comply with the terms of their lease. If in doubt, you should seek professional advice.


    4. What does an audit-exempt company need to send to Companies House?

    If the company qualifies (see question 2 and 3), unaudited accounts may be delivered to the Registrar in the form of an abbreviated balance sheet and notes. The balance sheet must contain the following statements above the director's signature:

    (a) For the year ended . . . (date) the company was entitled to exemption under section 249A(1) of the Companies Act 1985. (In the case of charitable companies which are claiming partial exemption, the reference will be to section 249A(2)).

    (b) Members have not required the company to obtain an audit in accordance with section 249B(2) of the Companies Act 1985.

    (c) The directors acknowledge their responsibility for:

    i. ensuring the company keeps accounting records which comply with section 221; and

    ii. preparing accounts which give a true and fair view of the state of affairs of the company as at the end of the financial year, and of its profit or loss for the financial year, in accordance with the requirements of section 226, and which otherwise comply with the requirements of the Companies Act relating to accounts, so far as applicable to the company;

    (d) The accounts have been prepared in accordance with the special provisions in Part VII of the Companies Act 1985 relating to small companies.

    If the company chooses, it may deliver the un-abbreviated accounts prepared for its members. The same statements must appear on the un-abbreviated balance sheet.

    5. My company is a charity claiming partial exemption, what must the accountant's report say?

    The accountant's report must state that:

    (a) the accounts of the company for the financial year in question are in agreement with the accounting records kept by the company under section 221 of the Companies Act 1985; and

    (b) having regard only to, and on the basis of, the information in those accounting records, those accounts have been drawn up in a manner consistent with the provisions of the Act as specified in subsection (6) of section 249C, so far as applicable to the company.

    (c) having regard only to, and on the basis of, the information in the accounting records, the company satisfied the requirements of section 249A(4), for the financial year in question, and did not fall within section 249B(1)(a) to (f) at any time within that financial year.

    The report must show the name and signature of the reporting accountant.

    6. Who can be a reporting accountant?

    A reporting accountant is either:

    any member of a body listed below who, under the rules of that body, is entitled to engage in public practice, and who is eligible for appointment as a reporting accountant; or


    any person, (whether or not a member of any such body), who is eligible for appointment as a company auditor under the rules of that body.
    The bodies referred to above are the:
    (a) the Institute of Chartered Accountants in England and Wales;
    (b) Institute of Chartered Accountants of Scotland;
    (c) Institute of Chartered Accountants in Ireland;
    (d) Association of Chartered Certified Accountants;
    (e) Association of Authorised Public Accountants;
    (f) Association of Accounting Technicians;
    (g) Association of International Accountants;
    (h) Chartered Institute of Management Accountants.

    An individual, body corporate or firm may be appointed as a reporting accountant. A partnership that is not a legal person may be appointed under section 26 of the Companies Act 1989.

    The reporting accountant must be independent and meet the conditions set out in section 27 of the Companies Act 1989. This means, for example, that he or she cannot be an officer or employee of the company.

    7. How long do I have to deliver accounts to Companies House?

    The same time applies as for all other accounts. The same penalties are imposed for late filing. See chapter 2.

    8. Does an audit exempt company still have to send accounts to its members?

    Yes. In accordance with the Companies Act 1985, members have a right to receive or demand copies of accounts and the related reports.

    Possible drawbacks of unaudited accounts
    Banks and credit managers rely on information available from Companies House to assess a company's creditworthiness and currently look for the reassurance of an independent audit. If it qualifies for audit exemption, a company will need to decide whether unaudited accounts are appropriate to its own circumstances.


    9. Are annual accounts required if a company is not trading?

    All limited companies, whether they trade or not, must deliver accounts to Companies House. However, a limited company may claim exemption from audit as a 'dormant company' if it has not traded during a financial year, and provided it meets certain other criteria (see chapter 5).

    Dormant companies do not need to appoint auditors and can deliver even simpler annual accounts to Companies House. For more information about dormant company accounts, see chapter 5.

    10. My company's articles of association state that the company must have an auditor but otherwise we would be exempt. What can we do?

    Companies may decide to revise their articles of association to ensure that these do not stop them taking advantage of the audit exemptions. Companies with articles based on the model articles at Table A of the Companies Act 1985 are unlikely to have such problems. However, the 1948 version of Table A (and other similar earlier provisions) imposes an obligation to appoint auditors. Companies with such articles may wish to take legal advice about possible changes.


    CHAPTER 5
    Audit exemption for dormant companies

    1. What exemption is available?

    Dormant companies can claim exemption from audit and need only prepare and deliver to Companies House an abbreviated balance sheet and notes. A profit-and-loss account and directors' report do not have to be included in dormant company accounts filed at Companies House but a directors' report must be provided to members.

    2. What is a dormant company?

    A company is dormant if it has had no 'significant accounting transactions' during the period.

    For accounting periods ending on or after 26 July 2000,when considering if a company is dormant you can disregard the following financial transactions:

    payment for shares taken by subscribers to the memorandum of association;
    fees paid to the Registrar of Companies for a change of company name, the re-registration of a company and filing annual returns; and
    payment made in respect of civil penalties imposed by the Registrar of Companies for delivering accounts to the Registrar after the statutory time allowed for filing.
    For accounting periods ending before 26 July 2000, only payment for shares taken by subscribers to the memorandum of association may be disregarded.
    A company may not take advantage of the dormant company audit exemption if it is:

    a person who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity;


    a person who carries on insurance market activity.
    If the company has not been dormant since incorporation, but has become dormant, it may take advantage of the exemptions provided that:

    it has been dormant since the end of the previous financial year; and


    it does not have to prepare group accounts for that year; and


    it qualifies as a 'small company' in relation to that year (see chapter 3), or would have qualified as small but for the fact that it is:
    a public company; or

    a member of a group of companies which included: a public company, a person who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity, or a person who carries on insurance market activity.
    3. What information must dormant accounts contain?
    Dormant accounts filed at Companies House need not include a profit-and-loss account or directors' report. Model balance sheets are shown at the end of this chapter.

    Unaudited dormant accounts are much simpler than those of a trading company but must show:

    an abbreviated balance sheet containing statements above the director's signature to the effect that the company was dormant throughout the accounting period. The full text of the required statements is as question 4 below or, for financial years ending before 26 July 2000, at question 5 below);
    any previous year's figures for comparison - even though there are no items of income or expenditure for the current year;
    certain notes to the balance sheet - a full list of items to be covered appears at the end of this chapter.
    4. What statements are needed on the balance sheet?

    For financial years ending before 26 July 2000, see question 5.

    For accounts in respect of financial years ending on or after 26 July 2000 the following statements must appear above the director's signature:

    (a) For the year ended . . . (date) the company was entitled to exemption under section 249AA(1) of the Companies Act 1985.

    (b) Members have not required the company to obtain an audit in accordance with section 249B(2) of the Companies Act 1985.

    (c) The directors acknowledge their responsibility for:

    ensuring the company keeps accounting records which comply with section 221; and

    preparing accounts which give a true and fair view of the state of affairs of the company as at the end of the financial year, and of its profit or loss for the financial year, in accordance with the requirements of section 226, and which otherwise comply with the requirements of the Companies Act relating to accounts, so far as applicable to the company.
    If the company chooses, it may deliver the un-abbreviated accounts prepared for its members. The same statements must appear on the un-abbreviated balance sheet.
    5. What rules apply to dormant accounts in respect of financial years ending before 26 July 2000?

    For accounts in respect of financial years ending before 26 July 2000, a dormant company is required to pass a special resolution to exempt itself from the obligation to appoint auditors. The resolution can be passed (either at a meeting of the company or by written resolution) at any time after copies of the accounts for a financial year ending before 26 July 2000 had been sent out to shareholders. For more information on resolutions, see our booklet, 'Resolutions'.

    Some examples of how to word the resolution are set out at the end of this chapter. Alternatively, you may complete Form DEB 8, (or Acc/6 for companies registered in Scotland). These forms are available from Companies House. A copy of the resolution must be sent to Companies House within 15 days after the date it was passed.

    The following statement must appear above the director's signature on a dormant company balance sheet dated before 26 July 2000:


    "The company was dormant throughout the financial year".
    6. Can I obtain a standard form for dormant accounts from Companies House?
    Yes, although you do not have to use it. Form DCA, available from Companies House, is for dormant companies that have not traded since incorporation. This form is unsuitable for companies that became dormant after trading. However, model balance sheets and notes for all types of dormant companies are set out at the end of this chapter.

    7. How long do I have to deliver dormant accounts to Companies House?

    The same time applies as for all other accounts. The same penalties are imposed for late filing. See chapter 2.

    8. What happens if my company starts trading again?

    Any company will cease to be exempt from audit as a dormant company if it:

    begins commercial or trading activities during the financial period; or


    would no longer qualify for some other reason.
    If either of these happened, full accounts would be required for the financial year in which the company ceased to be exempt, and the directors might need to appoint auditors for the company. It may be that the company would qualify for exemptions as a medium-sized or small company. More information about company audit requirements and audit exemption for small companies is covered in the chapters 3 and 4 of this booklet.
    Question 5

    Model Special Resolution exempting a dormant company from the need to appoint auditors in respect of accounts for financial years ending before 26 July 2000.

    DORMANT COMPANY RESOLUTION

    Company No ______________________

    Special Resolution of
    _____________________________________________________ Limited

    At a general meeting of the above company held on.…………………... the following resolution was passed.

    (Either)
    The company, having been dormant since formation, resolves to make itself exempt from the provisions of Part VII of the Companies Act 1985 relating to the audit of accounts and from the obligation to appoint auditors.

    (Or)
    The accounts of the company for the financial year ending ………………. having been sent out in accordance with Section 238 of the Companies Act 1985 and the company, having been dormant throughout that year, resolves to make itself exempt from the provisions of Part VII of the Companies Act 1985 relating to the audit of accounts and from the obligation to appoint auditors.

    SIGNED ___________________________
    Director/Secretary of the company

    DATE ______________________

    Question 6

    Model balance sheets to be delivered to the Registrar of Companies by dormant companies

    The formats on the following pages provide a guide to the information you need to include. These formats are designed to reflect all possible assets and liabilities that a company may have but you only need to include a particular heading if there is an amount other than nil to be shown.

    These model balance sheets are for illustration only. They should not be photocopied and filled in.
    If the company has traded in a previous financial year, bear in mind that your previous year's balance sheet will show the company's financial position as it was then. If there have been no accounting transactions since, you could just be carrying forward the figures from last year.



    There are two formats - marked A and B - either of which may be followed. The content of the two formats is identical; they simply present the balance sheet headings in a different order.

    The balance sheet must balance:

    In format A, net assets must equate to the aggregate of capital and reserves.
    In format B, assets must equate to liabilities (including capital and reserves as balancing items).
    Each entry must be an amount in figures (not words) or '0.00'. Companies House will not accept any document which shows 'Nil' where a figure should appear.

    Each column of figures must be headed with the date on which the current and previous financial year ended.

    For both formats, the matters to be included in the notes to the balance sheet, if applicable, are listed here.

    When you are preparing your accounts, please follow the guidelines in question 11 of chapter 2.

    The statements to confirm that the company was dormant, which must appear on the balance sheet, depend on the date of the balance sheet:

    For balance sheets dated before 26 July 2000, the statement above the director's signature must read "The company was dormant throughout the financial year". A special resolution not to appoint auditors must also be filed at Companies House.

    For balance sheets dated on or after 26 July 2000, the statements above the director's signature must read:
    "(a) For the year ended . . . (date) the company was entitled to exemption under section 249AA(1) of the Companies Act 1985.

    (b) Members have not required the company to obtain an audit in accordance with section 249B(2) of the Companies Act 1985.

    (c) The directors acknowledge their responsibility for:


    ensuring the company keeps accounting records which comply with section 221; and

    preparing accounts which give a true and fair view of the state of affairs of the company as at the end of the financial year, and of its profit or loss for the financial year, in accordance with the requirements of section 226, and which otherwise comply with the requirements of the Companies Act relating to accounts, so far as applicable to the company;
    There is no need to pass a special resolution not to appoint auditors in relation to accounts for financial years ending on or after 26 July 2000. "
    DORMANT COMPANY BALANCE SHEET FORMAT A

    COMPANY NO. ............................

    COMPANY NAME ..........................................

    BALANCE SHEET AS AT ..../..../.......


    CURRENT YEAR
    PREVIOUS YEAR

    A CALLED UP SHARE CAPITAL NOT PAID XX XX
    B FIXED ASSETS
    I. Intangible assets XX XX
    II. Tangible assets XX XX
    III. Investments XX XX
    ——————————
    XXX XXX
    C CURRENT ASSETS
    I. Stocks XX XX
    II. Debtors XX XX
    III. Investments XX XX
    IV. Cash at bank & in hand XX XX
    ——————————
    XXX XXX
    D PREPAYMENTS AND ACCRUED INCOME XX XX
    E CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR (XX) (XX)
    F NET CURRENT ASSETS/ LIABILITIES XXX XXX
    G TOTAL ASSETS LESS CURRENT LIABILITIES XXX XXX
    H CREDITORS:AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR (XX) (XX)
    I PROVISION FOR LIABILITIES AND CHARGES (XX) (XX)
    J ACCRUALS AND DEFERRED INCOME (XX)
    (XXX) (XX)
    (XXX)
    ——————————
    XXX XXX
    ——————————
    K CAPITAL AND RESERVES
    I. Called up share capital XX XX
    II. Share premium account XX XX
    III. Revaluation reserve XX XX
    IV. Other reserves XX XX
    V. Profit and loss account XX XX
    ——————————
    XXX XXX
    ——————————

    (Insert relevant statement(s) - see previous page)

    Approved by the board of directors on...............(date)

    and

    signed on their behalf by......................(DIRECTOR)





    DORMANT COMPANY BALANCE SHEET FORMAT B

    COMPANY NO: ................................

    COMPANY NAME: .............................................

    BALANCE SHEET AS AT ../../....


    CURRENT YEAR
    PREVIOUS YEAR

    ASSETS
    A CALLED UP SHARE CAPITAL NOT PAID XX XX
    B FIXED ASSETS
    I. Intangible assets XX XX
    II. Tangible assets XX XX
    III. Investments XX XX
    ——————————
    XXX XXX
    C CURRENT ASSETS
    I. Stocks XX XX
    II. Debtors XX XX
    III. Investments XX XX
    IV. Cash at bank & in hand XX XX
    ——————————
    XXX XXX
    LIABILITIES
    A CAPITAL AND RESERVES
    I. Called up share capital XX XX
    II. Share Premium Account XX XX
    III. Revaluation reserve XX XX
    IV. Other reserves XX XX
    V. Profit and loss account XX XX
    XXX XXX

    B PROVISION FOR LIABILITIES AND CHARGES XX XX
    C CREDITORS XX XX
    D ACCRUALS AND DEFERRED INCOME XX XX
    ——————————
    XXX XXX

    (Insert relevant statement(s) - see previous page)

    Approved by the board of directors on...............(date)

    and

    signed on their behalf by.......................(Director)

    Notes to the dormant company balance sheet

    The following must be given as notes to the balance sheet:

    accounting policies, including those relating to depreciation and diminution in value of assets;


    authorised share capital;


    if shares of more than one class have been allotted, the number and aggregate nominal value of shares of each class allotted;


    information relating to any redeemable shares allotted;


    information relating to any shares which have been allotted during the financial year;


    information about fixed assets;


    details of indebtedness;


    basis on which sums originally in a foreign currency have been translated into sterling;


    in respect to every item above (other than fixed assets) the corresponding amounts for the previous year;


    details of any subsidiary undertakings and of shares held in them, and why group accounts are not required;
    where the company has acted as an agent for any person, the fact that it has so acted (applies to accounts in respect of financial years ending on or after 26 July 2000).
    In addition, the following information may have to be given about the subsidiary undertakings:
    details of any undertakings in which the company has a 'significant holding', for example, the name and address of the business;


    the name of the company's ultimate parent company, and (if known) its country of incorporation;


    the names of certain intermediate parent companies, and their countries of incorporation or (if not incorporated) the addresses of their principal places of business;


    details of certain loans, guarantees and other such dealings made by the company in favour of directors and others.

    CHAPTER 6
    Partnership accounts
    The Partnerships and Unlimited Companies (Accounts) Regulations 1993 require companies which are members of 'qualifying partnerships' to prepare and attach accounts of the partnership to their own accounts.

    1. What is a qualifying partnership?

    A qualifying partnership is a partnership that is governed by the laws of any part of Great Britain if each of the members is:

    (i) a limited company; or

    (ii) an unlimited company or a Scottish firm, each of whose members is a limited company.

    Note
    (a) Any reference to a qualifying partnership in relation to a limited partnership is a reference to the general partners only.

    (b) Any reference to a limited company, an unlimited company, a Scottish firm or another partnership includes any comparable undertaking formed under the laws of another state.

    The partnership regulations will apply to most limited partnerships that have limited companies as their general partners and are registered under the Limited Partnerships Act 1907, as these partnerships must have their principal place of business in Great Britain on registration.


    2. What accounts must the partnership prepare?

    The partnership must prepare and have audited accounts as if it were a company formed under the Companies Act 1985 so as to conform to Part VII of that Act. The Act has been amended to take account of the circumstances of qualifying partnerships. However, the partnership may take advantage of regulation 7, which permits the accounts to be dealt with on a consolidated basis as group accounts prepared by either:

    a member of the partnership which is established under the law of a member state of the European Economic Area (EEA); or


    a parent undertaking of such a member.
    In these cases, the accounts must be prepared on a consolidated basis under the law of the member state in accordance with the Seventh Company Law Directive. A note must be included to say that the accounts have been prepared to take advantage of this regulation.
    3. For what period must the partnership accounts be prepared?

    The accounts may cover any period up to 18 months which may be specified in the partnership agreement. If a period is not specified in the agreement, the partnership accounts must be drawn up for each 12-month period ending on 31 March in each year.

    4. When must the accounts be prepared?

    The partnership accounts must be prepared within a period of 10 months after the end of the financial year.

    5. When must the accounts be delivered or published? When partnership accounts are prepared, they must be attached to the next accounts of each partner that is a limited company and delivered to Companies House. A limited company that is a member of a qualifying partnership must supply to any person on request:

    the name of each partner required to deliver copies of the partnership accounts to the Registrar; and


    the name of each partner incorporated in another EEA member state who is required to publish the partnership accounts in that state.
    When a qualifying partnership has its head office in Great Britain and each of the partners is:
    an undertaking comparable to a limited company incorporated outside the United Kingdom or other EEA state; or


    an undertaking comparable to an unlimited company or partnership formed under the law of such a country with each of its members a limited or comparable undertaking; then
    the partnership must:
    (a) make the latest accounts of the partnership available for inspection by any person, without charge, during business hours at the head office of the partnership, together with a certified translation, if the original is not in English; and

    each member of the partnership must:

    (b) supply to any person on request a copy of the latest accounts of the partnership (together with a translation if the original is not in English). A fee may be charged to cover the administrative cost of supplying the copy, but no more.

    6. Are there any exemptions from the publication rules?

    The members of a qualifying partnership may be exempted from the above publication rules if the partnership accounts are consolidated as group accounts prepared by:

    a member of the partnership formed under the law of a member state; or


    a parent undertaking of such a member so established.
    In this case the consolidated accounts must be prepared and audited under the law of the member state, and the notes to the accounts must show that advantage has been taken of this regulation. If this exemption is used, any member of the partnership must disclose on request the name of at least one member or parent undertaking in whose group accounts the partnership accounts are consolidated.
    7. Are there any penalties for non-compliance?

    Yes. Every partner in a qualifying partnership or every director of a company that is a partner may be prosecuted and fined up to £5,000.


    CHAPTER 7
    Further information

    1. Where do I get forms and guidance booklets?

    This is one of a series of Companies House booklets which provide a simple guide to the Companies Act.

    Statutory forms and guidance booklets are available free of charge from Companies House. The quickest way to get them is through this website or by telephoning 0870 3333636.

    If you prefer you can write to our Stationery Sections in Cardiff or Edinburgh.

    Forms can also be obtained from legal stationers, accountants, solicitors and company formation agents - addresses in business phone books.

    2. How do I send information to the Registrar?

    You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh.

    You may also send documents by post or by the Hays Document Exchange service (DX). If you send documents, please address them to:

    For companies incorporated in
    England & Wales: For companies incorporated in
    Scotland:
    The Registrar of Companies
    Companies House
    Crown Way
    Cardiff CF14 3UZ

    DX33050 Cardiff
    The Registrar of Companies
    Companies House
    37 Castle Terrace
    Edinburgh EH1 2EB

    DX ED235 Edinburgh 1

    We will only acknowledge receipt of documents at Companies if you provide a stamped addressed envelope.

    Please note: Companies House does not accept accounts or any other statutory documents by fax.





     
      Business Names

    Contents

    Introduction
    1. Business Names
    2. Disclosure rules
    3. Further information
    This is a guide only and should be read with the relevant legislation.



    Introduction
    Business names are no longer registered with any government departments. But there are laws about using certain names and disclosing certain details of ownership.

    Before 1982 many business names had to be registered under the Registration of Business Names Act 1916. This Act was repealed on 26 February 1982 when new rules on business names came into force in the Companies Act 1981. This law was replaced by the Business Names Act 1985. This allows the Secretary of State to have certain controls over the name you choose for your business and what you must tell others about the ownership of the business.

    Some words and expressions are controlled by other laws. These rules protect the rights which persons may have in relation to names or words. (In law, 'person' includes individuals and companies.)

    This booklet is a guide to the rules in the Business Names Act 1985. It is not a complete statement of the law. If you are unsure about any of the details, you should read the law yourself or consult a solicitor.

    Any business names shown in this booklet for the sake of example are intended to be fictitious.


    CHAPTER 1
    Business names

    1. What is a 'business name'?

    It is a name used by any person, partnership or company for carrying on business, unless it is the same as their own name.

    2. What checks should I make before using a business name?

    It is advisable to consult a solicitor before using a business name. You should also check local phone books and any relevant trade journals or magazines, to see if any other business is already using the name. If it is, you could face legal difficulties.

    If you have any intention to trade goods or services, you would be well advised to ensure your business name does not conflict with a registered trademark. It does not have to be identical with a trade mark to cause possible conflict. Problems can arise if a name is judged to be confusingly similar. For further advice, including how to search the Trade Marks Register, contact the Trade Marks Registry of the Patent Office on:

    Telephone: 0645 500505
    E-mail: enquiries@patent.gov.uk
    Website: www.patent.gov.uk

    3. Who does the Business Names Act apply to?

    It applies to:

    a company which trades under a name which is not its corporate name, for example, 'XYZ Limited' trading as 'Fish Antiques';


    a partnership which does not trade under the names of all the partners;


    an individual who trades under a name which is not his or her surname. It makes no difference whether the individual's first names or initials are added. So the Act would apply to Mr JQZ Singh if he traded as 'Singh Antiques' but not if he traded as 'Singh' or 'JQZ Singh'.
    4. What is meant by the Secretary of State having control over business names?
    Names that include words or expressions that are prescribed by regulation require the approval of the Secretary of State before they can be used. There are also other terms whose use in a name may, in some circumstances, constitute a criminal offence. See the next few questions for more details.

    5. Which names need approval?

    Names listed in appendices A, B and C need approval to avoid the public being misled into believing that a company has a size or status that is not justified. Appendix A also lists broad guidelines on criteria that your business will need to meet for certain words and expressions. A name that gives the impression that the business is connected with Her Majesty's Government or with a local authority will also need approval before it can be used.

    Names that suggest a banking activity

    Following the repeal of the Banking Act 1987, company names that include bank, banker, banking or deposit no longer need approval. However, using words that suggest a banking activity implies that the person using the name is carrying on a banking business and is therefore accepting deposits - a regulated activity under the Financial Services and Markets Act 2000 Act. Therefore, the person would normally need to be an 'authorised person' or to have exemption under the Act.

    Use of a banking name by a person who is neither authorised nor exempt under the Act could be material to whether an offence has been committed under section 24 of the Act. A person may, however, be able to establish that the way that he carries on his business means that those who deal with him would not understand him to be an authorised person.

    It should not be assumed that a decision by us to register a particular banking name means that its use in certain circumstances would not contravene section 24. If you are in any doubt, you should seek independent legal advice.



    6. What happens if there is a change of ownership?

    When a business with a name that includes a prescribed word changes hands, the new owner must obtain further approval within 12 months to use the name. This applies whether the name was previously registered under the Registration of Business Names Act 1916, or approved under the Companies Act 1981.

    7. How do I apply for approval to use a name?

    If you would like to use a name that includes a word or expression listed in Appendix A you should write, enclosing any information that might help support your application, to:

    For Businesses in England or Wales
    Business Names Section
    Companies House
    Crown Way
    Cardiff
    CF14 3UZ
    Tel: 029 2038 0362 For Businesses in Scotland
    The Registrar of Companies
    Companies House
    37 Castle Terrace
    Edinburgh
    EH1 2EB
    Tel: 0131 535 5800


    If you want to use any of the expressions listed in Appendix B, you will need to write to the 'relevant body' to ask if they have any objection (and if so, why) to your use of that expression. Enclose a copy of any reply you have received from the relevant body when you write to Companies House Cardiff or Edinburgh to ask for approval to use the name.

    If the name that you have chosen gives the impression that your business is connected with Her Majesty's Government or a local authority, you must not use it without the written approval of the Secretary of State. If you do want to use this type of name, you should write to the Business Names Section at Cardiff or Edinburgh, giving as much detail as you can to support your application.

    In such cases the Secretary of State's decision will be sent to you in writing after all the supporting information has been considered.

    Approval by the Secretary of State to use a name is confined to the use of certain words or expressions. Such approval does not extend to a company's aims and objectives.

    The use of words and expressions listed in Appendix C might be a criminal offence. If you wish to use them in a business name, you should write to the appropriate body and consult a solicitor. The Secretary of State has no power to approve or reject such names which are not covered by the Business Names Act 1985.


    CHAPTER 2
    Disclosure rules

    1. Do the disclosure rules apply to all businesses?

    If the Act applies to you (see chapter 1, question 3) then you must comply with all the disclosure rules.

    For example, if Mr W Jones trades as 'W Jones Bakery', then the disclosure rules of the Business Names Act apply.

    Disclosure rules also apply to incorporated companies that trade under a different name, for example, ABC Foods Limited as ABC Foods.

    Incorporated companies must also comply with the disclosure rules in the Companies Act. These apply to what must be stated on company stationery and are shown in our guidance booklet, 'Company Formation'.

    2. What details must be disclosed about a business?

    You will need to disclose (as appropriate):

    the corporate name; or


    the name of each partner; or


    the individual person's name; and


    in relation to each person named, an address at which documents can be served.
    3. Where must this information be shown?
    You will need to show the information clearly in all:

    the places where you carry on your business and where you deal with customers or suppliers;


    business letters;


    written orders for the supply of goods or services;


    invoices and receipts;


    written demands for the payment of business debts.
    Appendix D gives some examples of ways in which you can show the information on your stationery. As long as the details are 'clearly legible' they can be handwritten or printed.
    4. Must it be displayed in a particular way?

    As long as it can be easily seen and read, it does not matter how you show the information. (An example of a notice is given in Appendix E.) In large premises, you may need to think carefully about the size of the notice and where you display it to make sure that all your customers and suppliers will see it. You can put up more than one notice if you wish.

    Do not send a copy of your display notice to Companies House.

    5. Must the information be given to anyone else?

    If asked for, the names and addresses that must be disclosed must also be given immediately, in writing, to anyone with whom you are doing business.

    Names that suggest a banking activity

    Following the repeal of the Banking Act 1987, company names that include bank, banker, banking or deposit no longer need approval. However, using words that suggest a banking activity implies that the person using the name is carrying on a banking business and is therefore accepting deposits - a regulated activity under the Financial Services and Markets Act 2000. Therefore, the person would normally need to be an 'authorised person' or to have exemption under the Act.

    Use of a banking name by a person who is neither authorised nor exempt under the Act could be material to whether an offence has been committed under section 24 of the Act. A person may, however, be able to establish that the way that he carries on his business means that those who deal with him would not understand him to be an authorised person.

    It should not be assumed that a decision by us to register a particular banking name means that its use in certain circumstances would not contravene section 24. If you are in any doubt, you should seek independent legal advice.



    6. What if there are a lot of partners - must all the names be disclosed?

    If the business has more than 20 partners, you need not put all the partners' names on your business documents. However, you must give the address of the principal place of business and say that a full list of the partner' names and addresses can be inspected there.

    7. What happens if I do not comply with the requirements?

    You commit a criminal offence if you use a business name that requires prior approval, and you have not obtained that approval.

    Similarly, you are committing a criminal offence if you do not disclose the business details that the Act requires.

    Remember, if you do not make your business details available, or you do not display them, you may not be able to enforce a contract that you have entered into.


    CHAPTER 3
    Further information

    1. Where do I get forms and guidance booklets?

    This is one of a series of Companies House booklets which provide a simple guide to the Companies Act.

    Statutory forms and guidance booklets are available, free of charge from Companies House. The quickest way to get them is through this website or by telephoning 0870 3333636.

    If you prefer you can write to our Stationery Sections in Cardiff or Edinburgh.

    Forms can also be obtained from legal stationers, accountants, solicitors and company formation agents - addresses in business phone books.

    2. How do I send information to the Registrar?

    You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh.

    You may also send documents by post or by the Hays Document Exchange service (DX). If you send documents, please address them to:

    For companies incorporated in
    England & Wales: For companies incorporated in
    Scotland:
    The Registrar of Companies
    Companies House
    Crown Way
    Cardiff CF14 3UZ

    DX33050 Cardiff
    The Registrar of Companies
    Companies House
    37 Castle Terrace
    Edinburgh EH1 2EB

    DX ED235 Edinburgh 1

    We will only acknowledge receipt of documents at Companies if you provide a stamped addressed envelope.

    Please note: Companies House does not accept accounts or any other statutory documents by fax.


    APPENDIX A

    You will need the approval of the Secretary of State for Trade and Industry before any of the following words or expressions (or their plural or possessive forms) is used in a business name. More detailed information is available from the Business Names Section at Companies House Cardiff or Edinburgh.


    (a) Words which imply national or international pre-eminence:

    British International Scottish
    England Ireland United Kingdom
    English Irish Wales
    European National Welsh
    Great Britain Scotland


    (b) Words which imply business pre-eminence or representative status:

    Association Council Institution
    Authority Federation Society
    Board Institute


    (c) Words which imply specific objects or functions:

    Assurance Co-operative Re-assurance
    Assurer Foundation Reassurer
    Benevolent Friendly Society Register
    Fund Registered
    Group Re-insurance


    Holding Re-insurer
    Industrial & Sheffield
    Provident Society Stock Exchange
    Charter Insurance Trade Union
    Chartered Insurer Trust
    Charity Patent
    Chemist Patentee
    Chemistry Post Office


    The following list gives guidance on the conditions you will need to fulfil if you wish to use one of the words listed above. It is not a full list. For words not shown below, guidance is available in our booklet, 'Company Names'.


    British - the use of this word in your business name can vary depending on the way the word is used. Normally the Secretary of State would expect the business to be British owned. You would need to show that the business is pre-eminent in its field by providing supporting evidence from an independent source such as a Government Department or a trade association.
    If the word "British" is qualified by words that do not describe an activity or product, for example by using a "made-up" word, evidence of pre-eminence is not necessarily essential. You would however be expected to show that your business is substantialin relation to its activity or product and that it is eminent in its own field;

    England, English, Scotland, Scottish, Wales, Welsh, Ireland or Irish - if you wish to use any of these words as a prefix to your business name the criteria are similar to that for "British". You will usually be given approval to use any of these words as a suffix provided that you can show that the business is trading in the country concerned. If you want to use one of these words because it is a surname you will usually be given approval provided that the name includes forenames or initials;
    European - names which include this word may be approved provided that they do not imply a connection with official bodies of the European Union, and provided that the name is not misleading or likely to give rise to a justified complaint.
    International - if this word is used as a prefix to your business name you will need to show that the major part of business activities is in trading overseas. If you wish to use the word as a suffix approval will usually be given if you can show that its main activities are exports, or that it operates in two or more countries overseas. Approval is usually given to businesses wishing to use this word when the business is involved in a trade that is international in character, such as travel or transport, provided that the name is not misleading or likely to give rise to a justified complaint;
    National - the criteria for use of this word are thesame as that for "British";
    association, federation or society - if you wish to use one of these words, your constitution should state that each member should have one vote and normally any profits should be used to further the objects of the organisation rather than be paid out to the members as dividends;
    group - if use of this word implies that there are a number of businesses or companies under one ownership, then the "Group" should consist of three or more businesses under one ownership. If, however, the name clearly shows that the business is to promote the interests of a group of individuals then the name will normally be approved;
    assurance, assurer, insurance, insurer, re-assurance, re-assurer, re-insurance or re-insurer - if the name is needed for an underwriting business, Companies House will normally seek further advice. However, if you want to use the name for a business that will only provide insurance services, you should include the appropriate qualification, for example 'agents', 'consultants' or 'services', in the name. - if the name is needed for an underwriting business Companies House will normally seek further advice. However, if you want to use the name for a business that will only provide insurance services you should include the appropriate qualification, for example "agents","consultants" or "services", in the name.
    APPENDIX B

    Words or expressions in the following list also need the approval of the Secretary of State. If you want to use any of them in your business name you will need to write first to the relevant body to ask whether they have any objection to your use of the word or expression in your business name. If and when you apply for the Secretary of State's approval to the use of the name, you should state that you have written to the relevant body and enclose a copy of any reply you have received.


    Word or Expression Relevant Body for Business in England or Wales Relevant Body for Business in Scotland
    Apothecary The Worshipful Society
    of Apothecaries of London
    Apothecaries Hall
    Blackfriars Lane
    London EC4V 6EJ The Royal
    Pharmaceutical
    Society of Great
    Britain
    Law Department
    1 Lambeth High St
    London SE1 7JN
    Charity,
    Charitable Charity Commission
    Registration Division
    Harmsworth House
    13-15 Bouverie Street
    London EC4Y 8DP For recognition as a
    Scottish charity
    Inland Revenue
    FICO (Scotland)
    Trinity Park House
    South Trinity Road
    Edinburgh
    EH5 3SD
    or for companies
    not intending
    to register as
    a charity
    Charity Commission
    2nd Floor
    20 Kings Parade
    Queens Dock
    Liverpool
    L3 4DQ
    Contact Lens The Registrar
    General Optical Council
    41 Harley Street
    London W1M 8DQ As for England
    and Wales
    Dental,
    Dentistry The Registrar
    General Optical Council
    41 Harley Street
    London W1M 8DQ As for England
    and Wales
    District Nurse,
    Health Visitor,
    Midwife,
    Midwifery,
    Nurse,
    Nursing The Registrar & Chief Executive
    United Kingdom Central
    Council for Nursing
    Midwifery and
    Health Visiting
    23 Portland Place
    London W1N 3JT As for England
    and Wales
    Health Centre Office of the Solicitor
    Departement of Health & Social Secutity
    48 Carey Street
    London WC2A 2LS As for England
    and Wales
    Health Service Department of Health
    Room 2N35A
    Quarry House
    Quarry Hill
    Leeds
    LS2 7UE
    As for England
    and Wales
    Police Home Office
    Police Dept
    Strategy Group
    Room 510
    50 Queen Anne's Gate
    London SW1H 9AT The Scottish Ministers
    Police Division
    St Andrews House
    Regent Road
    Edinburgh EH1 3DG
    Polytechnic Department for
    Education and Science
    FHE 1B
    Sanctuary Buildings
    Great Smith Street
    Westminster
    London SW1P 3BT As for England
    and Wales
    Pregnancy,
    Termination,
    Abortion Departement of Health
    Area 423
    Wellington House
    133-155 Waterloo Road
    London SW1H 9AT As for England
    and Wales
    Royal, Royale,
    Royalty, King,
    Queen, Prince,
    Prncess,
    Windsor,
    Duke,
    His/Her Majesty If based in England
    Lord Chancellor's Department
    Constitutional Policy Division
    1st Floor, Southside
    105 Victoria Street
    London SW1E 6QT

    If based in Wales
    The National Assembly for Wales
    Crown Buildings
    Cathays Park
    Cardiff CF10 3NQ The Scottish Ministers
    St Andrews House Regent Road
    Edinburgh EH1 3 DG
    Special
    School Department for
    Education and
    Employment
    Schools 2 Branch
    Sanctuary Buildings
    Great Smith Steet
    Westminster
    London SW1P 3BT As for England
    and Wales
    University Privy Council Office
    2 Carlton Gardens
    London SW1Y 5AA As for England
    and Wales


    APPENDIX C

    Certain words or expressions are covered by other legislation and their use might constitute a criminal offence. Some of these are listed below, but this list is not exhaustive and if you have any doubts you should seek further advice. If you want to use any of these words or expressions in your business name you may wish to consult a solicitor and write to the appropriate body to seek their advice on whether using a name would constitute a criminal offence.

    Word or Expression Relevant Relevant Legislation Relevant Body
    Architect Section 20 Architects
    Registration Act 1997 Architects Registration
    Board
    73 Hallan Street
    London W1N 6EE
    Credit Union Credit Union Act 1979 The Public Records Section
    Financial Services Authority
    25 The North Colonnade
    Canary Wharf
    London E14 5HS
    Veterinary Surgeon,
    Veterinary, Vet Sections 19/20
    Veterinary Surgeons
    Act 1966 The Registrar
    Royal College of
    Veterinary Surgeons
    62-64 Horseferry Rd
    London SW1P 2AF
    Dentist,
    Dental Surgeon,
    Dental Practitioner Dentist Act 1984 The Registrar
    General Dental
    Dental Council
    37 Wimpole Street
    London W1M 8DQ
    Drug,
    Druggist,
    Pharmaceutical,
    Pharmaceutist,
    Pharmacist,
    Pharmacy Section 78
    Medicines Act 1968 The Directors of
    Legal Services
    The Royal
    Society of Pharmaceutical
    Great Britain
    1 Lambeth High Street London SE1 7JN

    (for Scottish Registered Companies)
    The Pharmaceutical
    Society of Great Britain
    36 York Place
    Edinburgh
    EH13HU
    Olympiad,
    Olympiads,
    Olympian,
    Olympians,
    Olympic,
    Olympics,
    or translations of these Olympic School etc. (Protection) Act 1995*

    *Also protects Olympic symbols of five interlocking rings and motto "Citius Altius Fortius" British Olympic Association
    1 Wandsworth Plain
    London
    SW18 1EH
    Optician,
    Ophthalmic Optician,
    Dispensing Optician,
    Enrolled Optician,
    Registered Optician,
    Optometrist Opticans Act 1989 The Registrar
    General Optical Council
    41 Harley Street
    London W1N 2DJ
    Red Cross,
    Geneva Cross
    Red Crescent,
    Red Lion and Sun Geneva Conventions
    Act 1957 See advice of
    Companies House
    Anzac Section Anzac Act 1916 See advice of
    Companies House
    Chiropodist, Dietician,
    Medical Laboratory,
    Technician,
    Occupational Therapist,
    Orthopist,
    Physiotherapist,
    Radiographer
    Remedial Gymnast Professions
    Supplementary to
    Medicine Act 1960
    if precede by
    Registered, State or
    Registered Mrs Joan Arnott
    Department of Health
    HRD HRB
    Rm 2N35A
    Quarry House
    Quarry Hill
    Leeds LS2 7JE
    Institute of Laryngology,
    Institute of Otology,
    Institute of Urology,
    Institute of Orthopeadics University College
    London Act 1988 University College
    London
    Gower Street
    London
    WC1E 6BT
    Patent Office,
    Patent Agent Copyright, Designs
    and Patents Act 1986 IPPD (Intellectual Property Policy
    Directorate)
    Room 3B38, Concept House,
    The Patent Office,
    Cardiff Road,
    Newport, NP10 8QQ

    Building Society Building Society Act 1986 Building Societies Commission
    Victoria House
    30-34 Kingsway
    London WC2B 6ES
    Chamber(s) of Business, Chamber(s) of Commerce,
    Chamber(s) of Commerce and Industry,
    Chamber(s) of Commerce, Training and Enterprise,
    Chamber(s) of Enterprise,
    Chamber(s) of Industry
    Chamber(s) of Trade,
    Chamber(s) of Trade and Industry,
    Chamber(s) of Training,
    Chamber(s) of Training and Enterprise
    or the Welsh translations of these words Company and Business Names (Chamber of Commerce etc.) Act 1999 Guidance is available from Companies House


    APPENDIX D

    Although there are no rules about how you should show the necessary information on your business stationery, here are a few examples to help you:

    1. A business owned by an individual person:
    W.JONES BAKERY

    (prop: W. Jones)
    12 High Street
    Barchester
    Barset
    BA1 2YZ

    2. A business owned by a partnership:

    JONES AND BROWN (CAR REPAIRS)
    (partners: P. Jones and A. Brown)
    34 Lower Street
    Barchester
    Barset
    BA2 3WX

    3. A business owned by a company:

    ABC FOODS
    Unit 2
    New Trading Estate
    Barchester
    Barset
    BA3 4ST

    At the bottom of the letterhead (these details are required under both the Business Names Act 1985 and the Companies Acts):

    ABC FOODS (GREAT BRITAIN) LTD registered in England and Wales
    Registration number: 1234567
    Registered Office: 5 Middle Street Barchester Barset BA4 5QR

    APPENDIX E

    Again, there are no rules governing the way you display your business name with the owner's name and address. However, the following example may help you.

    PARTICULARS OF OWNERSHIP
    OF
    W. JONES BAKERY
    (as required by section 4 of the
    Business Names Act 1985)

    William Jones
    12 High Street
    Barchester
    Barset
    BA1 2YZ

    REMEMBER this notice must be displayed in a prominent position so that it can be read easily in all the places where you carry on your business and where you deal with customers or suppliers.



     
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