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Companies House is the United Kingdom's registrar of companies and is an executive agency and trading fund of Her Majesty's Government. It falls under the remit of the Department for Business, Energy and Industrial Strategy (BEIS) and is also a member of the Public Data Group. All forms of companies (as permitted by the United Kingdom Companies Act) are incorporated and registered with Companies House and file specific details as required by the current Companies Act 2006. All registered limited companies, including subsidiary, small and inactive companies, must file annual financial statements in addition to annual company returns, which are all public records. Only some registered unlimited companies (meeting certain conditions) are exempt from this requirement.
|Executive agency overview|
|Headquarters||Companies House, Crown Way, Cardiff|
|Executive agency executives|
|Parent department||Department for Business, Energy and Industrial Strategy|
The United Kingdom has had a system of company registration since 1844. The legislation governing company registration matters is the Companies Act 2006.
The Joint Stock Companies Act 1844 permitted the incorporation of joint-stock companies, previously only possible by the mechanisms of royal charter or private act, which had meant few companies were formed. The act required that all companies formed under it were recorded on a public register, and created the office of Registrar of Joint Stock Companies to be responsible for maintaining the register.
Company registration in Scotland commenced in 1856, with the first company registered being 'The Daily Bulletin Limited'. The first Registrar of Joint Stock Companies for Scotland was George Deane from 1856 to 1858, before he was transferred to the London office of Companies House to be Chief Clerk to the Registrar for England and Wales.
The remaining staff were transferred to the office of the Queen's and Lord Treasurer's Remembrancer (Q<R), who took on the role of Registrar of Companies for Scotland.
In 1982 the post of Q<R was transferred to the Crown Agent and the staff and functions relating to companies registration in Scotland were transferred to the Department of Trade and Industry (DTI) on 1 April 1981.
In October 1988, Companies House became an executive agency of the Department of Trade and Industry, and then in October 1991 started to operate as a trading fund, self-financing by retaining income from charges.
England and WalesEdit
England and Wales are treated as a single jurisdiction (companies may be ‘Registered in England and Wales’) with a unified register, separate from those of Scotland or Northern Ireland. Companies must advise Companies House of their intended registered office (the official address of the company), which may be in England and Wales, in Scotland, or in Wales. Consequently, on incorporation, companies will be either ‘Registered in England and Wales’, ‘Registered in Scotland’, or ‘Registered in Wales’. Effectively, companies in England must register in England and Wales, companies in Scotland must register in Scotland, while companies in Wales may choose to register in either England and Wales, or in Wales.
Although actual legal registration is in either England and Wales, or in Wales, according to Companies House companies must display the company registered office location in a format similar to one of the following suggested formats:
“On all company’s business letters, order forms (in hard copy, electronic or any other form) and its websites, the company must show in legible lettering:
(a) the part of the United Kingdom in which the company is registered which is:
For Companies registered in England and Wales either:
- Registered in England and Wales; or
- Registered in England; or
- Registered in Wales; or
- Registered in London; or
- Registered in Cardiff.”
The Companies House office in Cardiff handles companies incorporated in England and Wales. These companies are subject to English law. There was another office at Nantgarw, Wales, however this location was closed in 2011.
The London office at Abbey Orchard Street is purely a facility to file and view documents, which are then processed in Cardiff.
The Registrar of Companies for England and Wales is the Chief Executive Louise Smyth. The role of Chief Registrar is not a political one and the incumbent is a civil servant. The previous Chief Executive was Tim Moss.
The Companies Act 2006 was fully implemented on 1 October 2009 and the Northern Ireland companies register was fully integrated into Companies House. Companies House maintains a satellite office in Belfast, headed by the Registrar of Companies for Northern Ireland.
Types of companiesEdit
There are many different types of companies, including:
- Public limited company (PLC)
- Private company limited by shares (Ltd, Limited)
- Private company limited by guarantee, typically a non-commercial membership body which may, or may not, be charitable (Ltd, Limited)
- Private unlimited company (either with or without a share capital)
- Limited liability partnership (LLP)
- Limited partnership (LP)
- Societas Europaea (SE): European Union-wide company structure
- Companies incorporated by Royal Charter (RC)
- Community interest company (CIC) : Usually a standard ltd company but regardless of the companies articles it must reinvest any and all profit
- Charitable incorporated organisation (CIO): a charity with limited liability
Register of company directorsEdit
All companies are required to appoint one or more directors (the minimum number is dependent upon the company type) and generally it is up to the members to appoint the people they believe will run the company well on their behalf. The only restrictions that prevent anyone becoming a director are they must be at least 16 and:
- they must not have been disqualified from acting as a company director(unless the court has given them permission to act for a particular company);
- they must not be an undischarged bankrupt (unless they have been given permission by the court to act for a particular company).
In February 2008, The Times and Computer Weekly broke a story that almost 4,000 of the names on the Companies House register of directors were on international watchlists of alleged fraudsters, money launderers, terror financiers and corrupt officials. The results came from Datanomic who had screened the 6.8 million names on the register against a World-Check database of high risk individuals and businesses. The exercise also revealed more than 1,500 disqualified company directors were being allowed to run other UK companies as Companies House was not checking names against its register of disqualified persons.
- "Company Formation GBF1". Companies House website. Companies House. 2003. Archived from the original on 12 October 2008. Retrieved 10 October 2008.
- "Glossary of Useful Terms". Bailey Ahmad. Retrieved 18 November 2014.
- "The Times: 4,000 company directors listed as global terror suspects and fraudsters" (PDF).
- "UK Companies House register contains 3,994 high-risk individuals, Datanomic finds".