Company Secretarial & Companies House Compliance

Before the IN01 goes to Companies House we settle the questions that are expensive to revisit: who holds what, whether the articles need bespoke provisions for share classes, pre-emption or drag and tag rights, who the persons with significant control are, and where the registered office sits. The company is then incorporated with the correct SIC codes, the first board minutes and share certificates prepared, and the statutory registers opened. Company formation is completed with the corporation tax registration and a note of every first-year filing date.

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A new share issue needs a board resolution, the shareholder authority the articles require, the SH01 filed within the statutory period and, where a new class is created, the resolution and amended articles lodged with it. A transfer needs a stock transfer form, stamp duty paid and HMRC's confirmation obtained where it is due, before the register of members can be written up. We prepare the paperwork, file the forms and issue the certificates, and share issues and transfers are checked against the PSC register in case control has moved.

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Before the CS01 is filed we compare what Companies House holds with what the company's own registers say: shareholders and their holdings, share capital, SIC codes, registered office, the people with significant control and the registered email address. Discrepancies are corrected with the right form first, so the confirmation statement confirms something true. The review date and the filing deadline are diarised, the fee is paid with the submission, and you receive the filed copy and a note of anything that should change before next year.

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Each director, PSC and secretary change has a form and a deadline. A new director is notified on an AP01 and a departure on a TM01, with a change of name, address or nationality on the CH01. A new person with significant control is notified on a PSC01 and a departure on a PSC07, and the company's own PSC register is written up to match. We prepare the board resolution, obtain the consent to act, file within the statutory window and update the registers.

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The register of members is the legal record of who owns the company; Companies House holds only what it has been told. We keep that register in the required form, write it up after every issue and transfer, hold the director, secretary and PSC records and the board minutes and written resolutions behind each filing, and check them against the public record at each confirmation statement. Statutory registers and records are produced on request for lenders, buyers and due diligence teams, so nothing holds up a sale.

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Every director and person with significant control now has to verify their identity with Companies House, directly through GOV.UK One Login or through an Authorised Corporate Service Provider, and new appointments cannot be filed until it is done. We explain which route suits each person, including overseas directors without UK documents, help them complete it, and record the personal code against the company so future AP01 and PSC01 filings go through. Companies House identity verification is tracked across every company we look after, so no filing is held up.

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A registered office must be an appropriate address where documents can be delivered and acknowledged, and a home address on the public register is something most directors would rather not have. Using 128 City Road as the registered office and business address keeps your home off the record; statutory post from Companies House and HMRC is opened, scanned and sent to you, and anything with a deadline is flagged. The change is filed on an AD01, and the registered email address is kept current alongside it.

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A dormant company still has to file dormant accounts (the AA02 where it has never traded) and a confirmation statement every year, keep a registered office, and tell HMRC it is not within the charge to corporation tax so CT600 notices stop. Dormant company management covers all of that on a single annual fee, with an annual check that no transaction has ended its dormancy. If the company is later revived or wound down, the records are in order for either route.

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Company dissolution is a sequence, not a form. Before the DS01 is signed, the final accounts and CT600 are filed, HMRC is asked to confirm there is nothing outstanding, the PAYE and VAT registrations are closed and the bank account is emptied, because anything left in the company at dissolution passes to the Crown. Where reserves are being distributed, we consider whether a formal members' voluntary liquidation gives a better result than a distribution on strike off, and involve a licensed insolvency practitioner where it does.

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Banks, registries and counterparties abroad often ask for proof that a UK company exists, is up to date with its filings and who runs it. We order the certificate of good standing from Companies House, arrange certified copies of the certificate of incorporation, articles and register extracts, and have the pack legalised with an apostille from the Foreign, Commonwealth and Development Office, with notarisation and consular steps added where the destination country requires them. The pack is assembled to the receiving party's checklist.

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An owner outside the UK needs someone here who can receive post, deal with Companies House and HMRC and sign for what arrives. Support for overseas-owned UK companies covers the registered office, the corporation tax, PAYE and VAT registrations, the confirmation statement and accounts filings, identity verification for non-UK directors and PSCs, and the bank onboarding questions that stall without a UK contact. Where the parent is a foreign company, we work out who has to be shown as the PSC and whether a UK establishment needs registering.

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