Company Formations UK - Company Accounts and Accounting - Chartered Accountant FAQs

Yes. For all companies with limited liability, an important feature of company law is that every year the directors of the company must prepare accounts and send a copy to Companies House for entry on the public register.

There are different requirements (most of which are now found in the Companies Act 2006 and in regulations made under it) relating to the form a company's accounts must take. Companies House cannot advise on the contents of company accounts and advises companies to obtain professional advice when preparing accounts. All public and private limited companies must file accounts and in certain circumstances, unlimited companies are also required to file accounts. Further information can be found in 'Accounts and Accounting Reference Dates' guidance at www.companieshouse.gov.uk.

A company's first accounts must start on the day on which it was formed. The first financial year must end on the 'accounting reference date' ('ARD') or a date up to 7 days either side of this date (see question 3 below). Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next 'accounting reference date' or a date up to 7 days either side.

The accounting reference date is the date in each year by reference to which the accounts will be drawn up for each financial year. For all new companies, the first accounting reference date is automatically set as the first anniversary of the last day in the month in which the company was formed.Subsequent accounting reference dates will automatically be on the same date each year. For example, if the company was formed on 6th April 2008 its accounting reference date would be set at 30th April 2009 and 30th April for every year thereafter.

Yes. The quickest and easiest way to change your ARD is to use our Software Filing or WebFiling services. Alternatively, you can submit a change of ARD form (Form 225) to Companies House. You must do this during the accounting period affected by the change or during the period allowed for delivering the associated accounts to us.

For more information, please see 'Accounts and Accounting Reference Dates' guidance at www.companieshouse.gov.uk.

This depends upon the "accounting reference period", which is the period of twelve months ending on each accounting reference date. For accounts that start on or after 6 April 2008:

(a) A private company must deliver its accounts:

• within 9 months of the end of the accounting reference period; or
• if the first accounting reference period is more than 12 months, within 21 months of the date of on which it was formed, or 3 months from the end of the accounting reference period, whichever is longer.

(b) A public company must deliver its accounts:

• within 6 months of the end of the accounting reference period; or
• if the accounting reference period is more than 12 months, within 18 months of the date on which it was formed, or three months from the end of the accounting reference period, whichever is longer.

For accounting periods starting before 6 April 2008 please see Companies House 'Accounts & Accounting Reference Dates' guidance at www.companieshouse.gov.uk/about/gbhtml/gba3.shtml

Every company must deliver an annual return to Companies House at least once every 12 months. This document gives certain information about the company's affairs as at a particular date in the year, known as its 'legal return date'. A company has 28 days from its legal return date to deliver its annual return to Companies House. For further information please see Annual Returns guidance at www.companieshouse.gov.uk.

Here are some of the important things that you must tell us about. In most cases there will be a time limit within which you must inform Companies House of the relevant change and a specific form that you must use to inform us of those changes. These include:

• Notification of Changes of director(s) and secretary, within 14 days for:
  Appointments (Form 288), terminations (Form 288b) and change of personal details of company officers (Form 288c). Filing these forms is much quicker if you use Software Filing or WebFiling services.
• Shares:
  Details of new shares being allotted, within 1 month. Use Software Filing or WebFiling services (or Form 88(2)). For more information see 'Share Capital and Prospectuses' guidance at www.companieshouse.gov.uk.
• Resolutions:
  Any special resolution and certain types of ordinary resolution(whether passed at a meeting or in writing), within 15 days of being passed by the company.There is no prescribed form for a resolution but you must send us a copy. More information about company resolutions is available in 'Resolution' guidance at www.companieshouse.gov.uk. When a resolution alters the memorandum or articles of association of a company, you must also send a copy of the amended document in at the same time as the resolution.
• Charges:
  Details of certain charges created by the company, within 21 days after the date of the charge's creation. See 'Company Charges and Mortgages' guidance or for Scottish companies our 'Company Charges (Scotland)' guidance at www.companieshouse.gov.uk. An application to register a charge can be made by any interested persons other than the company that is subject to the charge, for example, a bank lending money that has the benefit of the charge.
• Registered office address:
  A change of registered office. Use Software Filing or WebFiling services (or Form 287). Please note that the change in address only becomes legally effective when Companies House has registered the notice confirming the change. Other people may continue to send correspondence and notices etc to the old address for up to 14 days after registration.

Proof is the Registrar's PROOF (PROtected On-line Filing) Scheme. It provides additional security relating to the delivery of directors details and registered office address for documents delivered electronically:

Company directors hold an important position in a company. They have power to make purchases and enter into credit arrangements on behalf of the company. Similarly, the registered office address is important because it is the address to which all official communications will be sent.

Records held at Companies House are sometimes used to check the legitimacy of a company and its directors before credit or loans are made. Therefore it is important that the records are correct. Companies are vulnerable to fraud if the wrong people get themselves on record as company directors or a bogus registered office address is filed.

In order to combat fraudsters posing as legitimate directors, Companies House offers companies a free, fully electronic and secure system for notifying changes of directors and changes to the registered office address. If you opt to only notify these electronically, they will be protected by electronic codes and we will not accept notices from your company delivered in any other format.

To take advantage of this service you will first need to register through WebFiling service for a security code and an authentication code to enable your company to file electronically. To find out more about this please visit our web site at www.companieshouse.gov.uk. You will need to complete an 'Opt-in' form (PR1) and agree to the terms and conditions so that any change of directors or change of registered office address are only accepted by Companies House if are delivered by the secure electronic method and never on a paper form.

The 'Opt-in' form and terms and conditions are available from Companies House web site or by calling +44 (0)303 1234 500. The completed form must be posted back to Companies House. This service is voluntary; you may opt-out at any time and Companies House will revert to accepting notices from your company delivered electronically or on paper forms.

Companies House is required to make the information that it holds about registered companies available to anyone who wants to see it. Once the documents have been processed they will appear as an image on our database for searchers to inspect. However, some information will not be available for the public record, such as the usual residential address of individuals who are beneficiaries of a Confidentiality Order.

If you deliver your accounts late, there is an automatic penalty. This is between £100 and £1,000 for a private company and between £500 and £5,000 for a public company depending how late you are filing your accounts. These figures will increase from 1 February 2009. More information about late filing penalties is available in 'Late Filing Penalties' guidance at www.companieshouse.gov.uk.

In addition, directors may be prosecuted for not filing certain documents. If convicted, they will have a criminal record and be liable for a fine of up to £5,000 for each offence. In some cases, they could also be disqualified from being a company director or taking part in the management of a company for a specified period.

It is easy to lose confidence in a company that doesn't meet its legal obligations. If you don't tell us about your company's financial state on time, and you don't send in details of changes, anyone wanting to do business with you will not have access to the most up-to-date information about your company.

Private companies that have not traded or otherwise carried on business for at least three months may apply to the Registrar to be struck off the register. For more information please refer to guidance on 'Strike-off, Dissolution and Restoration' or for Scottish companies, 'Strike-off, Dissolution and Restoration' (Scotland) at www.companieshouse.gov.uk.

This procedure is not an alternative to formal insolvency proceedings where these are appropriate. Please see 'Liquidation and Insolvency' guidance or for Scottish companies, 'Liquidation and Insolvency' (Scotland) at www.companieshouse.gov.uk.