When you register a company in the UK, you are legally required to report certain information to Companies House and HMRC on a yearly and as-needed basis. This includes income and expenditure, assets and liabilities, and key details about the company and the people who control it.
To help you get to grips with these obligations, we outline the most important statutory filing requirements of a limited company below.
You must prepare a confirmation statement for Companies House every year, even if your company is dormant. This document, which replaced the annual return in 2016, confirms general information about a registered company on a certain date, ensuring that the details shown on public record (the ‘companies register’) are correct and up to date.
What information do I need to check and confirm on a confirmation statement?
The company details you must check and confirm on the statement (Companies House form CS01) are:
- Company name and registration number
- Registered office address
- SAIL address
- Location of company records
- Details of appointed officers (directors and company secretary)
- Information about PSCs (people with significant control)
- Principal business activities (SIC codes)
- Statement of capital (i.e. issued shares)
- Trading status of shares
- Shareholder information
- Exemption from keeping a register of people with significant control
Completing and filing your confirmation statement
If all of these details (where applicable) are correct and up to date on the companies register, you simply need to confirm this by completing and filing form CS01. To do so, you must provide the following information:
- Company number
- Company name in full (i.e., including ‘Limited’ or ‘LTD’)
- Statement date
- Signature of a director or company secretary
The completed confirmation statement can then be sent to Companies House online (or by post, if you choose to fill out a paper statement instead). Online submission costs £13; postal submission costs £40.
If you need to update your SIC codes, statement of capital, shareholder information, or the trading status of your shares, you’ll also need to do this on the confirmation statement itself, using parts 1 to 4. However, if you need to report changes to any other details, you must update the information on separate filings with Companies House before you file your confirmation statement.
Confirmation statement filing deadline
You need to file a confirmation statement at least once every 12 months. This 12-month period is known as your ‘review period’ and it begins on either:
- the date on which your company was incorporated, or
- the statement date stated on your last confirmation statement
You must deliver your confirmation statement to Companies House no later than 14 days after the end of your 12-month review period.
The filing requirements of a limited company include preparing annual accounts for Companies House every year. This applies to dormant companies as well. The purpose of accounts is to report the financial activity of your company at the end of its financial year. The type of accounts you need to prepare and file will depend on the size or trading status of your company:
- Larger companies must complete full statutory accounts
- Small companies must prepare small company accounts (i.e. simple, abridged accounts)
- Micro entities must prepare micro-entity accounts, which are even simpler than small company accounts
- Dormant companies must prepare dormant accounts, which are also very basic
The deadline for sending accounts to Companies House is 9 months after the end of your company’s financial year. However, your first set of accounts after incorporation will be due 21 months after the date of incorporation.
Limited company filing requirements for HMRC
When your company starts trading, it becomes active for Corporation Tax. This means that you will need to register for Corporation Tax online, prepare and file Company Tax Returns and statutory accounts for HMRC, and pay Corporation Tax on all taxable profit.
Register for Corporation Tax
Corporation Tax registration should be completed within 3 months of the date you started trading. This might be the day that your company was incorporated if you started trading straight away, or it may be later if your company was dormant for a period of time.
You will need to register for Corporation Tax online and provide HMRC with the following information:
- company registration number
- the date you started to do business (i.e. started trading)
- the date that your annual accounts are made up to
In order to register, you will need your company’s 10-digit Unique Taxpayer Reference (UTR), which HMRC will post to your registered office within 14 days of company incorporation. You will use your UTR to create a Government Gateway account online, complete your registration, send Company Tax Returns and annual accounts to HMRC, and pay your Corporation Tax bills.
Prepare Company Tax Returns and annual accounts
The filing requirements of a limited company include the preparation of Company Tax Returns (CT600) and full statutory accounts for HRMC if your company is registered for Corporation Tax. However, you don’t need to prepare these if your company is dormant (inactive) for Corporation Tax purposes.
Company Tax Returns and annual accounts must be delivered to HMRC no later than 12 months after the end of your company’s accounting period. Corporation Tax bills must be paid no later than 9 months and one day after the end of the accounting period.
VAT, PAYE, and Self Assessment
Companies are required to register for VAT, file VAT returns, and pay VAT if their annual taxable income exceeds £85,000 (2021/22 threshold). Voluntary VAT registration is also available if your company’s turnover is below the registration threshold.
PAYE registration will be necessary if your company has employees, including directors who receive salaries through payroll.
Directors and shareholders also have to register for Self Assessment and prepare tax returns for any untaxed personal income they receive, such as dividends from shares, expenses, and directors’ loans.
What company changes must be reported to Companies House and HMRC?
The filing requirements of a limited company include notifying Companies House and/or HMRC about any changes that take place. The company changes you need to report include:
- Change of company name
- Change of registered office address
- Adding or changing a SAIL address
- The location of statutory company records and registers
- Adding or removing a director or company secretary
- Changing the details of a director, secretary, or shareholder
- Changes to the PSC register
- Issuing or transferring shares
- Altering the articles of association
- Changes to your company’s share capital
- Changing your company’s SIC codes
- Changing the Accounting Reference Date (ARD)
- Reporting your company as dormant
- Changing the trading status of your company from dormant to active
- Changing the accounting period for Corporation Tax
- Appointment of an accountant or tax advisor
- VAT and payroll details
- Self Assessment details
The following changes must be reported to Companies House within 14 days:
- Changes to addresses (including registered office and location of statutory records and registers).
- Adding or removing a director or secretary.
- Changing the registered details of existing directors and secretaries.
If your company increases its share capital by issuing more shares, a ‘Return of Allotment of Shares’ must be delivered to Companies House within 1 month. The majority of changes can be filed at Companies House free of charge and can be carried out online via WebFiling or 1st Formations’ free Online Company Manager.
Recording changes in your company’s statutory records and registers
Limited companies are required by the Companies Act 2006 to maintain a number of statutory records and registers at their registered office address. Any changes to company details must be updated in the appropriate record or register immediately because they can be inspected by government agencies and the public at any time.
Who is legally responsible for the filing requirements of a limited company?
Directors are ultimately responsible for managing the filing requirements of a limited company, even if any of these duties are delegated to a company secretary or accountant.
Failure to maintain the filing requirements of a limited company can lead to serious consequences, such as financial penalties, director disqualification, company dissolution, and prosecution.
Dormant company filing and reporting requirements
- Confirmation statements must be filed at Companies House at least once every 12 months
- Dormant company accounts must be prepared and submitted to Companies House every year
- Changes to registered details must be reported to Companies House (and HMRC, in some cases) as and when they occur
- If your company is dormant, you must tell HMRC as soon as possible
Report company changes free of charge online
1st Formations Online Company Manager is a free software filing facility that allows you to access your registered details online, report changes, and file annual confirmation statements at Companies House quickly and securely at any time.
Existing clients are automatically registered for this service. Non-clients can sign up for our free service by creating an account online and importing their company onto our system.