Companies House

Companies House is the executive agency of the British Government that maintains the register of companies, employs the company registrars and is responsible for incorporating all forms of companies in the United Kingdom.<ref>Template:Cite book</ref><ref name="about gov.uk">{{#invoke:citation/CS1|citation |CitationClass=web }}</ref>

Prior to 1844, no central company register existed and companies could only be incorporated through letters patent and legislation. At the time, few incorporated companies existed; between 1801 and 1844, only about 100 companies were incorporated. The Joint Stock Companies Act 1844 created a centralised register of companies, enabled companies to be incorporated by registration, and established the office of the registrar; the Joint Stock Companies Act 1856 mandated separate registrars for each of the three UK jurisdictions. Initially just a brand, Companies House became an official executive agency in 1988.

All public limited, private limited, private unlimited, chartered and some other companies are incorporated and registered with Companies House. The agency also registers limited partnerships, while most other enterprises fall under the purview of the Financial Conduct Authority. All limited companies (including subsidiary, small and inactive) must file annual financial statements with Companies House, all of which are public records. The agency is also responsible for dissolving companies.

From 2016, Companies House operated under the authority of the Department for Business, Energy and Industrial Strategy. This then became the Department for Business and Trade from 7 February 2023 following a Machinery of Government change initiated by Prime Minister Rishi Sunak. The current chief executive is Louise Smyth, who also serves as registrar for England and Wales. The agency, as well as British company law in general, are governed by the Companies Act 2006. Template:As of Companies House maintains over 5.44 million active companies<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref> Template:Endash including over 5.11 million private limited companies,<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref> and over 4,000 public limited companies.<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref>

History

19th century

Template:See also Prior to 1844, companies could only be incorporated through grant of a royal charter, by private act of Parliament,<ref name=":11">{{#invoke:citation/CS1|citation |CitationClass=web }}</ref> or, from 1834, by letters patent. Few companies were incorporated, with only approximately 100 companies being incorporated by private act between 1801 and 1844.<ref name=":5">Template:Cite journal</ref> At this time, no central register of companies was in existence.

Joint Stock Companies Act 1844

{{#invoke:Labelled list hatnote|labelledList|Main article|Main articles|Main page|Main pages}} The origins of Companies House date back to 1844, the year the Joint Stock Companies Act received royal assent, enabling companies to be incorporated by registration for the first time.<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref> The Act created the office of the Registrar of Joint Stock Companies to maintain the register of companies,<ref>Joint Stock Companies Act 1844, section XIX</ref> which was publicly accessible.<ref>Joint Stock Companies Act 1844, section XVIII</ref> It was hoped by MPs of the day that a publicly accessible central company register would help to protect the public from fraud.<ref name=":6">Template:Cite journal</ref> All companies, irrespective of their method of incorporation, were obliged to register within three months of the commencement of the Act.<ref name=":5" />

The Act provided for two types of company registration: provisional,<ref name=":7">Joint Stock Companies Act 1844, section IV</ref> and complete.<ref name=":8">Joint Stock Companies Act 1844, section VII</ref> The filing requirements for complete registration were more extensive than those for provisional registration.<ref name=":7" /><ref name=":8" /> Given that there was no requirement for companies granted a certificate of provisional registration to submit the remaining information in order to become completely registered, the Act was not hugely successful as many of its provisions applied only to completely registered companies.<ref name=":9">Template:Cite journal</ref>

The Joint Stock Companies Act 1844 applied only to England and Wales, and Ireland; it did not apply to Scotland.<ref>Joint Stock Companies Act 1844, section II</ref>

Companies registered under the Joint Stock Companies Act 1844

Year	Number of companies<ref name=":6" />
	Provisionally registered	Fully registered
1844	119	–
1845	1,520	57
1846	292	112
1847	215	98
1848	123	63
1849	165	68
1850	159	57
1851	211	63
1852	414	110
1853	339	124
1854	239	132
1855	253	81

Limited Liability Act 1855

{{#invoke:Labelled list hatnote|labelledList|Main article|Main articles|Main page|Main pages}} Prior to the commencement of the Limited Liability Act 1855, shareholders were generally treated similarly to partners in a common law partnership, and had unlimited liability for the debts and obligations of the companies in which they held shares.<ref name=":10">Template:Cite journal</ref> From 1855, it became possible for shareholders to benefit from limited liability<ref>Template:Cite journal</ref> as a matter of routine,<ref name="Ireland 2010 837–856">Template:Cite journal</ref><ref>Template:Cite journal</ref> provided the companies in which they held shares were registered with the Registrar of Joint Stock Companies under the 1844 Act.<ref>Limited Liability Act 1855, sections 1, 2, and 3</ref> The aim of this act was to incentivise the creation of new joint stock companies, while giving investors, the majority of whom did not play an active role in day-to-day management, protection from liabilities incurred by company directors.<ref name="Ireland 2010 837–856"/>

Joint Stock Companies Act 1856

{{#invoke:Labelled list hatnote|labelledList|Main article|Main articles|Main page|Main pages}} The Joint Stock Companies Act 1856 abolished the dual registration system of the 1844 Act;<ref name=":9" /> provisional registration ceased to be possible. In exchange for providing shareholders with the benefit of limited liability, companies were required to submit certain information to the Registrar for Joint Stock Companies, including memoranda and articles of association (which had not previously been divided in this way),<ref name=":9" /> and annual reports.<ref name=":10" />

The 1856 Act also mandated that there be a Registrar of Companies for each of the UK's three jurisdictions.<ref>Joint Stock Companies Act 1856, section CVI(3)</ref> This system remains today, with a separate Registrar of Companies for England and Wales, Scotland, and Northern Ireland;<ref>Companies Act 2006, section 1060(1)</ref> 'Companies House' is merely a brand adopted by the registrars.<ref name=":4" />

Company registration in Scotland commenced in 1856, with the first company registered being the Daily Bulletin Company Limited, a newspaper publisher.<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref> 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&LTR), who took on the role of Registrar of Companies for Scotland.

20th century

In 1982 the post of Q&LTR was transferred to the Crown Agent, and the staff and functions relating to company registration in Scotland were transferred to the Department of Trade and Industry 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.

21st century

Companies Act 2006

{{#invoke:Labelled list hatnote|labelledList|Main article|Main articles|Main page|Main pages}} When the Companies Act 2006 was fully implemented on 1 October 2009, the Northern Ireland companies register was fully integrated into Companies House; previously, all limited companies in Northern Ireland were registered with the Department of Enterprise, Trade and Investment.Template:Citation needed

As government departments were reorganised, Companies House came under the Department for Business, Enterprise and Regulatory Reform (2007), the Department for Business, Innovation and Skills (2009), and the Department for Business, Energy and Industrial Strategy (2016). Companies House was a member of the Public Data Group, an advisory board which between 2011 and 2015 sought to improve public access to government data.<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref>

Companies House is also responsible for dissolving companies.<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref>

In 2020, there were approximately 4.3 million businesses on the Companies House register.<ref name=":0">{{#invoke:citation/CS1|citation |CitationClass=web }}</ref> In the same year Companies House ceased to operate as a trading fund.<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref>

Number of undertakings registered with Companies House

Year ended	Size of total register at year end
citation	CitationClass=web }}</ref>	3,250,300
citation	CitationClass=web }}</ref>	3,464,155
citation	CitationClass=web }}</ref>	3,678,860
citation	CitationClass=web }}</ref>	3,896,755
citation	CitationClass=web }}</ref>	4,033,355
citation	CitationClass=web }}</ref>	4,202,044
citation	CitationClass=web }}</ref>	4,350,913

Response to 2020 pandemic

In view of the coronavirus pandemic, from 25 March 2020 companies were able to apply for a three-month extension to the annual deadline for filing their accounts and reports.<ref name=":0" /> The Corporate Insolvency and Governance Act 2020 made this extension automatic for filing deadlines between 27 June 2020 and 5 April 2021; after the latter date, companies could again apply for a three-month extension.<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref> There were also temporary extensions to the deadlines for filing confirmation statements and certain event-driven filings.<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref>

Economic Crime and Corporate Transparency Act 2023

The Economic Crime and Corporate Transparency Act 2023, receiving royal assent on 26 October 2023 and coming into force on 4 March 2024, signifies a major legislative reform for Companies House. The Act aims to transform Companies House from a mere repository of documents into an entity that proactively supervises company registration procedures and plays a role in preventing economic crimes.<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref> Central to the act is the requirement for identity verification of individuals wishing to incorporate a company, including directors, people with significant control (PSCs), and members of Limited Liability Partnerships (LLPs). This measure is set to apply to all new and existing directors and PSCs.

Registrars of Companies

The role of Registrar of Companies is not a political one, and the incumbent is a civil servant.

England and Wales

File:Companies House, Cardiff - geograph.org.uk - 1521422.jpg

The Cardiff office

The Registrar of Companies for England and Wales is based at Companies House, Cardiff,<ref name="companies house">{{#invoke:citation/CS1|citation |CitationClass=web }}</ref> and is responsible for the registration of companies in England and Wales. Until 2011 there was another Companies House office in Nantgarw, Wales. The London office of Companies House, located at Petty France, is purely a facility to file and view documents, which are then processed in Cardiff.

The current registrar is Louise Smyth, who is also chief executive of Companies House.

Scotland

The Registrar of Companies for Scotland, is based at Companies House, Edinburgh, and is responsible for the registration of companies in Scotland. The current registrar is Lisa Davis.<ref name="about gov.uk"/>

Northern Ireland

The Registrar of Companies for Northern Ireland is based at Companies House, Belfast, and is responsible for the registration of companies in Northern Ireland. The current registrar is Lynn Cooper.

Undertakings registered

Companies

Template:See alsoCompanies House acts as registrar for the following types of company:

• Public companies limited by shares<ref name=":1">Companies Act 2006, sections 9(2)(c) and 9(2)(d)</ref><ref name=":2">Companies Act 2006, section 9(6)</ref>
• Public companies limited by guarantee<ref name=":1" /><ref name=":2" />
• Societates Europaeae,<ref>The European Public Limited-Liability Company Regulations 2004 (SI 2004 No. 2326), regulations 3(2) and 4</ref> which, following Brexit, can no longer be formed in the UK, with any SEs remaining registered in the UK on 1 January 2021 automatically converted to UK Societates<ref>{{#invoke:citation/CS1|citation

|CitationClass=web }}</ref><ref>The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (SI 2018 No. 1298), regulation 97</ref>

• Unlimited companies<ref>{{#invoke:citation/CS1|citation

|CitationClass=web }}</ref>

• Private companies limited by shares<ref name=":1" /><ref name=":2" />
• Private companies limited by guarantee<ref name=":1" /><ref name=":2" />
• Community interest companies,<ref>{{#invoke:citation/CS1|citation

|CitationClass=web }}</ref> on behalf of the Office of the Regulator of Community Interest Companies<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref>

• Companies incorporated by royal charter<ref>{{#invoke:citation/CS1|citation

|CitationClass=web }}</ref>

• Some overseas companies with a physical presence in the UK<ref>{{#invoke:citation/CS1|citation

|CitationClass=web }}</ref>

Other undertakings

Template:See alsoDespite its name, Companies House acts not only as registrar for companies, but also for the following undertakings:

• Limited Partnerships<ref>Limited Partnerships Act 1907, section 15(1)</ref>
• Limited Liability Partnerships<ref>The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (SI 2009 No. 1804), regulation 60</ref>
• European economic interest groupings,<ref>{{#invoke:citation/CS1|citation

|CitationClass=web }}</ref> which, following Brexit, can no longer be formed in the UK, with any EEIGs remaining registered in the UK on 1 January 2021 automatically converted to UK economic interest groupings<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref>

Undertakings for which Companies House does not act as registrar

Template:See also Companies House does not act as registrar for the following undertakings:

• Building societies, for which the Financial Conduct Authority acts as registrar<ref name=":3">{{#invoke:citation/CS1|citation

|CitationClass=web }}</ref>

• Charitable incorporated organisations,<ref>Charities Act 2011, section 204</ref> for which the Charity Commission<ref>Charities Act 2011, section 13(1)</ref> acts as registrar<ref>Charities Act 2011, section 30(1)</ref><ref>Charities Act 2011, sections 207(1), 209, and 210</ref><ref>{{#invoke:citation/CS1|citation

|CitationClass=web }}</ref>

• Community benefit societies, for which the Financial Conduct Authority acts as registrar<ref name=":3" />
• Co-operative societies, for which the Financial Conduct Authority acts as registrar<ref name=":3" />
• Credit unions, for which the Financial Conduct Authority acts as registrar<ref name=":3" />
• Friendly societies, for which the Financial Conduct Authority acts as registrar<ref name=":3" />
• Partnerships, for which there is no registrar; the only registration required is with HM Revenue and Customs in order to submit tax returns<ref>{{#invoke:citation/CS1|citation

|CitationClass=web }}</ref>

Register of Companies

The Register of Companies is the index of every undertaking registered with Companies House.<ref>Companies Act 2006, section 1099</ref>

Names

Uniqueness

Every undertaking registered with Companies House must have a unique name.<ref name=":4">{{#invoke:citation/CS1|citation |CitationClass=web }}</ref> Whether a name is unique or not is determined by Companies House; certain terms and punctuation, and characters after the first 60, are completely disregarded when assessing the uniqueness of a name, and other characters, although strictly different, are deemed to be the same as each other.<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref>

Restrictions

Companies may not have names which if used would constitute a criminal offence, or which are offensive.<ref>Companies Act 2006, section 53</ref> Approval from the Secretary of State is required if a company wishes to use a name indicating a connection to government,<ref>Companies Act 2006, section 54</ref> or other so-called 'sensitive' words or phrases.<ref>Companies Act 2006, section 55</ref>

Indication of status

Generally, undertakings registered with Companies House are required to indicate their legal form in their names:

• Public limited companies, the names of which must end with 'public limited company' or 'plc',<ref>Companies Act 2006, section 58(1)</ref> or, in the case of Welsh companies if they so choose, the Welsh language equivalents 'cwmni cyfyngedig cyhoeddus' or 'ccc'<ref>Companies Act 2006, section 58(2)</ref>
• Societates Europaeae, the names of which had to include 'SE'<ref>Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE), Article 11(1)</ref> (replaced with 'UK Societas' for SEs remaining registered in the UK on 1 January 2021 as a consequence of Brexit)<ref>The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (SI 2018 No. 1298), regulation 106</ref>
• Private limited companies, the names of which ordinarily must end with 'limited' or 'ltd',<ref>Companies Act 2006, section 59(1)</ref> or, in the case of Welsh companies if they so choose, the Welsh language equivalents 'cyfyngedig' or 'cyf'<ref>Companies Act 2006, section 59(2)</ref>
• Community interest companies, the names of which must end with 'community interest company' or 'cic'<ref>Companies (Audit, Investigations and Community Enterprise) Act 2004, section 33(1)</ref> (or, if it is a public company, 'community interest public limited company' or 'community interest plc'),<ref>Companies (Audit, Investigations and Community Enterprise) Act 2004, section 33(3)</ref> or, in the case of Welsh companies if they so choose, the Welsh language equivalents 'cwmni buddiant cymunedol' or 'cbc'<ref>Companies (Audit, Investigations and Community Enterprise) Act 2004, section 33(2)</ref> (or, if it is a public company, 'cwmni buddiant cymunedol cyhoeddus cyfyngedig' or 'cwmni buddiant cymunedol ccc')<ref>Companies (Audit, Investigations and Community Enterprise) Act 2004, section 33(4)</ref>
• Limited partnerships, the names of which must end with 'limited partnership' or 'lp',<ref>Limited Partnerships Act 1907, section 8B(2)</ref> or if the principal place of business is Wales and they so choose, the Welsh language equivalents 'partneriaeth cyfyngedig' or 'pc'<ref>Limited Partnerships Act 1907, section 8B(3)</ref>
• Limited liability partnerships, the names of which must end with 'limited liability partnership' or 'llp',<ref>Limited Liability Partnerships Act 2000, Schedule Part I, paragraph 2(1)</ref> or in the case of Welsh limited liability partnerships if they so choose, the Welsh language equivalents 'partneriaeth atebolrwydd cyfyngedig' or 'pac'<ref>Limited Liability Partnerships Act 2000, Schedule Part I, paragraph 2(2)</ref>

Notwithstanding the above, private limited companies need not indicate their legal form in their names if they are charities,<ref>Companies Act 2006, section 60(1)(a)</ref> exempted by new regulations made by the Secretary of State,<ref>Companies Act 2006, section 60(1)(b)</ref> or subject to a continuing exemption.<ref>Companies Act 2006, section 60(1)(c)</ref>

Registered numbers

Every undertaking registered with Companies House is issued with a registered number.<ref>Companies Act 2006, section 1066(1)</ref> Once issued, a registered number remains the same, even if the undertaking changes its name.<ref name=":4" />

Registered numbers consist of eight digits, and in certain circumstances a two letter prefix, including:<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref>

• Companies incorporated in Scotland: SC
• Companies incorporated in Northern Ireland: NI
• Companies incorporated by royal charter: RC (England and Wales), SR (Scotland), or NR (Northern Ireland)
• Overseas companies: FC (England and Wales), SF (Scotland), or NF (Northern Ireland)
• Limited partnerships: LP (England and Wales), SL (Scotland), or NL (Northern Ireland)
• Limited liability partnerships: OC (England and Wales), SO (Scotland), or NO (Northern Ireland)
• European economic interest groupings: GE (England and Wales), GS (Scotland), or GN (Northern Ireland)

Certificates of incorporation or registration

Certificates of incorporation

The Register of Companies contains certificates of incorporation for all undertakings incorporated by registration with Companies House. Incorporation takes place on the issuance of a certificate of incorporation by the registrar.<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref> Private limited companies can be issued with a certificate of incorporation within 24 hours of an application being submitted.<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref>

Certificates of incorporation for companies include the following information:<ref>Companies Act 2006, section 15(2)</ref>

• Registered name
• Registered number
• Date of incorporation
• Whether the company is limited or unlimited, and if limited, whether by shares or guarantee
• Whether the company is private or public
• Whether the company's registered office is in England and Wales, Wales, Scotland, or Northern Ireland

Registration of companies is complete once the certificate of incorporation is signed or sealed by the registrar.<ref>Companies Act 2006, sections 15(3)and 15(4)</ref>

Certificates of incorporation for limited liability partnerships include the following information:<ref>Limited Liability Partnerships Act 2000, section 3(1A)</ref>

• Registered name
• Registered number
• Date of incorporation
• Whether the limited liability partnership's registered office is in England and Wales, Wales, Scotland, or Northern Ireland

Incorporation of a limited liability partnerships is complete once the certificate of incorporation is signed or sealed by the registrar.<ref>Limited Liability Partnerships Act 2000, sections 3(3) and 3(4)</ref>

Certificates of registration

Limited partnerships are not issued with certificate of incorporation upon registration with Companies House, but instead with certificates of registration.<ref>Limited Partnerships Act 1907, section 8C(1)</ref> This is because limited partnerships are not legal persons and therefore are not created by incorporation.<ref>Template:Cite book</ref>

Certificates of registration include the following information:<ref>Limited Partnerships Act 1907, section 8C(3)</ref>

• Registered name
• Registered number
• Date of registration
• A statement that the limited partnership is registered as a limited partnership under the Limited Partnerships Act 1907

A limited partnership comes into existence once its certificate of registration has been signed or sealed by the registrar.<ref>Limited Partnerships Act 1907, section 8C(2) and 8C(4)</ref>

Accuracy

Companies House does not verify the accuracy of information filed.<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref> The Department for Business, Energy and Industrial Strategy announced in 2020 that Companies House would be given powers to verify the identities of company directors,<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref> but did not set a timetable for their introduction.<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref>

Other public registers

Since June 2016, private companies can elect to keep certain statutory records on the central register which is held and published by Companies House, instead of maintaining their own registers.<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref> These records include:<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref>

• Register of members
• Register of people with significant control
• Register of directors
• Register of directors' usual residential addresses
• Register of secretaries

Controversy

In February 2008, The Times<ref name="world check">{{#invoke:citation/CS1|citation |CitationClass=web }}</ref> and Computer Weekly<ref>{{#invoke:citation/CS1|citation |CitationClass=web }}</ref> 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.<ref name="world check"/>

See also

• List of company registers

External links

• Template:Official website