Reporting Company Changes to Companies House

Introduction to reporting

There are certain company and LLP changes that must be reported to Companies House, and, in some cases, HMRC. Most corporate information is displayed on public record, so it is important that you notify Companies House about changes to your company or LLP as soon as possible, to ensure the correct information is made available to the general public. The majority of changes can be reported online, free of charge.

It is the responsibility of company directors, company secretaries and LLP designated members to notify Companies House, HMRC and all other relevant parties about certain changes, some of which must be reported within a specified period of time. Most changes will also have to be recorded and updated in your statutory records.

The changes you must report include:

• Company or LLP name
• Registered office address
• Single Alternative Inspection Location (SAIL address)
• Moving statutory records
• Which records you keep at a SAIL address
• Officers’ and members’ details
• Accounting reference date (ARD)
• Share structure
• Articles of association

In order to report changes to Companies House, you will need the email address and password you used to sign up for Companies Houses online services and the authentication code Companies House sent to your registered office address. If you have not registered for an online account, you will have to do so before you can report changes electronically.

Changing the name of your company or LLP

• Check the availability of the proposed name against the register of existing companies/LLPs. Please refer to our ‘Company Name guide’ for information about choosing a new company name and the required procedures for authorising the change internally.
• To report the change to Companies House, a director or LLP designated member must send the appropriate form by post or online. These forms can be found on Companies House’ website. You can also use Quality Company Formations Software Filing Service to notify Companies House. Remember to include a copy of the members’ resolution and supporting documentation for sensitive words and expressions, if applicable.
• You must report a change of company name within 14 days of passing the members’ resolution.
• You will have to pay an £20.00 processing fee to Companies House (or £30 if you use the paper form). When the change is approved, a Certificate of Incorporation on Change of Name will be issued to confirm the new name and the date it took effect. You must not start using the new name until you receive this certificate.
• Notify all relevant departments of HMRC, including Corporation Tax, Self-Assessment, VAT, PAYE and the Construction Industry Scheme (CIS). You can do this by logging in to your HMRC online account.
• Ensure all company/LLP signage, stationery and websites are updated as soon as possible after the change.
• Notify your customers, suppliers, service providers, bank and all other relevant parties immediately.

Changing your registered office address

• Limited companies and LLPs can change their registered office details any time after company formation, as long as the new address is located in the same part of the UK that the company or LLP is registered, i.e. England and Wales, Scotland or Northern Ireland.
• You should notify Companies House about a change of registered office within 14 days of the change taking place. You can use Companies House form AD01 or LLAD01 to report the change online or by post, but you will find Quality Company Formations’ free Software Filing system the quickest and most convenient option.
• You should not start using your new address or update your business stationery until Companies House has officially approved the change. In most cases, however, the change of address will be approved and updated on public record within 3 working hours.
• When you have received confirmation from Companies House, you should update your website and business stationery to reflect the change of address. Remember to place a sign at your new registered office with your company/LLP name.
• Companies House will notify HMRC of the change of address on your behalf. Your statutory company mail will thereafter be delivered to your new registered office.

SAIL address and the location of statutory records

• If you decide to keep some or all of your statutory records at a location other than your registered office address, you will have to tell Companies House as soon as possible that you are using a SAIL address - you can do this online or by post using Companies House Form AD02.
• You will have to tell Companies House which company or LLP records have moved to the SAIL address. Form AD03 can be used to report this information.
• If you are moving some or all of your statutory records back to the registered office from a SAIL address, you must report the changes on Form AD04.
• All of these changes should be reported to Companies House within 14 days of the change taking effect.

Changing officers’ and members’ details

You will have to tell Companies House when you appoint or remove company directors and secretaries, when LLP members join or leave a partnership and when the details of existing company directors, company secretaries, and LLP members change after incorporation. All of these changes are free of charge and relatively easy to report, but you must ensure Companies House is notified within 14 days of the change(s) taking effect.

To change any of the following details, you can use Quality Company Formations free Software Filing Service to deliver information quickly and securely to Companies House. Changes are normally updated on the public register within approximately 24 hours. The applicable Companies House forms are listed below for reference purposes only:

• Appointing a new director - Form AP01 or AP02.
• Termination of appointment of a director - Form TM01.
• Appointing a new company secretary - Form AP03 or AP04.
• Termination of appointment of a company secretary - Form TM02.
• Change of director’s details - name, service address, usual residential address, country of residence, nationality, or business occupation - Form CH01. Please note: you cannot change a director’s date of birth, because this is the one detail that should always remain the same, for obvious reasons. If you registered the wrong DOB, you will have to send RP CH01 and RP02a forms by post to Companies House
• Change of secretary’s details - Form CH03 or CH04.
• Appointment of a member of an LLP - Form LL AP01.
• Termination of appointment of member of an LLP - Form LL TM01.
• Change of LLP member’s details - Form LL CH01 or CH02.

Changing the details of company shareholders

You do not have to tell Companies House immediately when a shareholder joins or leaves a company, or when an existing shareholder’s details change. This information should be reported on the confirmation statement. You may file a confirmation statement if you wish to report such changes straight away, or you can wait until the next confirmation statement is due. The public register will not be updated until a confirmation statement is delivered.

Changing your accounting reference date (ARD)

Your accounting reference date is the end of your company’s or LLP’s financial year. It is normally 12 months’ long. You can change the ARD at any time, as long as your annual accounts are not already overdue. You may:

• Shorten your financial year as many times as you like, as often as you like
• Lengthen your financial year up to a maximum of 18 months, once every 5 years

However, you may lengthen your financial year more than once every 5 years if:

• Your company or LLP is in administration
• You are aligning dates with a subsidiary or parent company
• You have special permission from Companies House

To change your ARD, you can file Companies House form AA01 (form LL AA01 for LLPs) by post or online, or you can report the change immediately using our secure online Filing service.

Changing your company share structure

If you wish to sell shares in your limited company after incorporation, you can either issue more shares or sell existing shares. To issue more shares, you will have to complete a ‘Return of Allotment of Shares’ for Companies House. To sell existing shares that belong to you or another shareholder, you will have to complete a Stock Transfer form.

There are a number of restrictions that may be present in the articles of association and/or a shareholders’ agreement (if applicable), so you must check these documents before taking any steps. Please refer to our ‘Shares’ guide for more information.

Allotting new shares

A company director must complete a Return of Allotment of Shares (Form SH01) for Companies House, and deliver it within one month of the date of allotment(s). You can file this form online through Companies House WebFiling.

Transferring existing shares

Shareholders can sell some or all of their existing shares by transferring ownership to someone else. A stock transfer form must be completed to authorise the transfer. There is no requirement to file this form with Companies House, but you will have to get it stamped by HMRC if the sale of shares exceeds £1,000. In such instances, the new shareholder will have to pay 0.5% of the purchase price to HMRC as Stamp Duty.

Changing the articles of association

The articles of association can be altered after company formation by passing a special resolution of the members. You must notify Companies House within 15 days of any changes taking place. To do so, you must send a copy of the articles as altered and a copy of the members’ resolution. You can deliver these documents online via Companies House WebFiling.