During the lifetime of your company, it is likely there will be some aspects that will need updating as the company changes through the years. These changes, as well as following internal approval processes, will also need to be updated with Companies House, so the records can be kept up to date. In this blog, we will explain what changes can happen to your company, and how should they be updated with Companies House.
Company Name Change
When you incorporated your company, you will have had a name and a vision for that company. A company may decide to change the name due to rebranding, mergers or legal reasons. You will need to check that the new name is available for registration and still meets the rules for company names, including the use of sensitive words and words deemed inappropriate or offensive.
A company name can be changed in two ways, either by a resolution or by permission given in the Articles of Association. Either method will require the proposed change to be put to the shareholders by way of a special resolution. This must be passed by a majority vote (not less than 75% of the total voting rights) and a signed copy of the special resolution must be sent with the application for the change of name.
If changing the name via resolution, form NM01 must be submitted, and if changing via the Articles of Association, form NM04 must be submitted. If the new name contains a sensitive word or phrase, form NM06 must also be submitted, alongside a letter or email of no objection from the relevant organisation. Once a company name change application is approved by Companies House, a Certificate of Incorporation upon Change of Name will be received.
Officer Changes
Over time, existing officers of the company may retire, or additional officers may be appointed. It is vital that Companies House are notified within 14 days of these changes.
To resign a director, you will need:
- A letter of resignation (Companies House do not need a copy of this but you should retain this in the company records as it usually confirms that the departing director has no claim over the company).
- To confirm that the resignation, or removal, is permitted under the company’s Articles of Association and will not leave the company with fewer officers than permitted within the Articles.
- To complete and submit form TM01 with the date the director resigned.
If the departing director was also a shareholder and intends to transfer their shares, the company’s PSC information should be updated as appropriate.
If the director has passed away, Companies House should still be notified within 14 days. If they were a sole director, the Articles of Association should be reviewed for the process to appoint a director, and you may need to wait for the probate process to conclude first.
To appoint a director, you will need:
- Personal details including title and full name, date of birth, nationality, residential address and service address.
- To complete form AP01 with the date of appointment and the above information.
- ID and verification of the director’s identity and that they have consented to act as director of the company.
- To ensure that the person is not disqualified from acting as a director and considered a ‘fit and proper’ individual. Also, if the person has any restraints (such as an anti-competitive clause), ensure that they will not be in breach of this clause.
- Confirm whether the director has a Section 273 exemption in place (this refers to an application made to Companies House to protect a director’s personal information from being disclosed to credit reference agencies).
Although no longer a legal requirement, companies may choose to appoint a company secretary. The role of a company secretary is to assist directors in areas of compliance and governance, as well as day to day administration tasks and record keeping, such as taking board meeting minutes.
To appoint a company secretary, you will need;
- Title and full name
- Service address for the new individual
- To complete form AP03 with the date of appointment and the above details
Address Changes
Whether through moving house, using business premises, or using a company formation agent’s address, you will probably need to update one of your addresses with Companies House during the life of your business. Important letters relating to your company and its officers need to be delivered to an appropriate address that allows them to come to the attention of the officers, so it is imperative that any address changes are updated within 14 days, including:
- Registered office address
- Service (or correspondence) address for all company officers (directors and secretaries) and PSCs
- Residential address for all company officers
- Single alternative inspection location (SAIL) address
The service address and residential address for company officers can be updated using form CH01. The registered office address of the company needs to be updated using form AD01. The SAIL address (where the company’s statutory records are held if not stored at the registered office address) can be updated using form AD02.
Shares
Upon incorporation of your company, you will have chosen a share structure which reflected where the company was at that time, which may have been a startup, or incorporating a company following the establishment of a self-employed business and deciding to change structure. Over time, the original share structure may no longer be suitable for the company, and changes may be required, including but not limited to;
- Increasing or decreasing the share capital of the company (the number and total nominal value of the shares).
- Cancelling existing shares (decreasing the number of shares within the company).
- Redesignating share classes (changing the class of share, for example if you wanted to change Ordinary A shares to Ordinary B shares).
- Transferring shares (changing ownership of existing shares from one shareholder to another (whether a new or existing shareholder).
Forms SH01 to SH19 are required to file any share changes with Companies House, and some may require a special resolution. Depending on the forms used, there will be a different reporting requirement, and the company should check how long they have to report the changes to Companies House to remain compliant.
Some updates to shareholder information can be updated by filing a confirmation statement, see the paragraph below on confirmation statements for more information.
Confirmation Statement (CS01) Changes
Companies House requires all companies on its register to file a Confirmation Statement (CS01) at least once in every 12-month period. The confirmation statement verifies whether there have been any changes and can update Companies House on the following:
- Standard industrial classification (SIC) codes – These 5-digit codes relate to specific business activities. A company’s activities could change if you expand or alter what the company does (e.g., changing from selling online to a physical store).
- Statement of capital – This includes changes to the number of issued shares, share classes, aggregate nominal value of each share or currency of the shares.
- Trading status of shares, or exemption from keeping a PSC register – If shares in the company were admitted to trading on a market, and whether the company is exempt from providing shareholder information or keeping a register of Persons with Significant Control.
- Change of shareholder information – If the shareholders in your company have changed, either due to new shares being issued or a transfer of existing shares.
Unless form CS01 is filed, these changes will not be visible at Companies House. You do not need to wait for the 12-month period to renew, you can file a CS01 with changes at any point in the year.
Personal Changes
The personal details of company officers can change repeatedly, or the wrong information may have been provided upon appointment. Any changes or corrections should be reported to Companies House within 14 days of occurring using form CH01. These updates can include change of:
- Title and full or partial name– due to relationship status or career choice (e.g., becoming a doctor)
- Residential address
- Nationality
- Occupation (as this is an optional field, you do not have to update Companies House if you did not provide this information initially)
In summary, it is important that all aspects of your company are kept up to date with Companies House, and changes should be reported as soon as possible. It is also important to update any of the above changes in the company’s statutory registers.
If you require any assistance with making any of the changes listed above, or have any questions, please contact 1st Choice Incorporations today, and our team will be happy to assist you.
