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Closing a limited company

There are a number of reasons why you may decide to close your limited company. This could be because a limited company structure no longer suits your needs, your business is no longer active, or the company is insolvent. You will usually need the agreement of all the company’s directors and shareholders to close down the company.

The method for closing down a limited company depends on whether it is solvent or insolvent. If the company is solvent, you can apply to get the company struck off the Register of Companies or start a members’ voluntary liquidation. The former method is usually the cheaper option.

It is the responsibility of the company directors to ensure that all of a company’s assets and liabilities are dealt with before it is dissolved. For example, you have settled any outstanding bills and collected all debts owed to the business. Any assets or rights (but not liabilities) remaining in the company at the date of dissolution can pass to the Crown as ownerless property.

Where a company is insolvent, the creditors’ voluntary liquidation process must be used. There are also special rules where the company has no director, for example if the sole director has died.

A company can also elect to become dormant. A company can stay dormant indefinitely, however there are costs associated with this option. This might be done if for example a company is restructuring its operations or wants to keep hold of a company name, brand or trademark. The costs of restarting a dormant company are typically less than starting from scratch again.

Source: Companies House Wed, 21 Oct 2020 00:00:00 +0100

Companies House warn of delays in postal submissions

Company filing deadlines were extended for companies with filing deadlines between 27 June 2020 and 5 April 2021. 

Companies House is warning of delays in postal submissions and have said it is taking much longer than usual to process paper documents, forms and letters sent by post. Accounts filed on paper need to be manually checked and Companies House currently have reduced staff numbers in their offices to maintain social distancing.

Companies House is therefore encouraging companies and their advisers to switch to filing online.

Failing to submit company accounts is a criminal offence. In addition, there is an automatic civil penalty for submitting accounts late.

Source: Companies House Wed, 14 Oct 2020 00:00:00 +0100

Removing your home address from the public register

Company directors and other eligible people such as company secretaries, people with significant control (PSC) and LLP members can apply to remove their personal addresses from the UK’s official company register on Companies House. 

Company directors and others are still required to provide an alternative correspondence address if they are appointed to a live company. If they are no longer appointed to a company, then an alternative address is not required and only the first half of their postcode will be made available to the public. The option to remove your home address from the public register is not available if the home address is the same as the company’s registered office address. 

There is a charge of £32 per document where a director wants to suppress their home address. The fee was reduced from £55 to £32 from 1 June 2020 following the introduction of new software that has significantly reduced the processing time for these applications.

During the COVID-19 outbreak, the fee should be paid online before the application is submitted. The quickest way to then proceed is to email a copy of the SR01 application together with the payment reference to Companies House. This will allow Companies House to process the application without delay. Applicants can still send a completed SR01 application by post, but it is taking Companies House much longer than usual to process paper applications due to coronavirus.

Source: Companies House Wed, 23 Sep 2020 00:00:00 +0100

Companies House has new bank account

Companies House has announced that they have new bank details effective from 1 September 2020. This is due to a Companies House change in status from a trading fund to a central government organisation. This has necessitated the introduction of a different type of bank account which come under the Government Banking scheme.

Any letters Companies House sends from 1 September 2020 will include the new bank account details and instructions. Companies House have also updated their bank details in any online guidance and emails.

The old bank account will remain valid and stay open for 6 months to make sure that all customers transition successfully to the new account. The old account will close at the end of February 2021.

Source: Companies House Wed, 09 Sep 2020 00:00:00 +0100

Companies House resumes strike-off process

Companies House has confirmed that the temporary measure to suspend compulsory strike-off action will be lifted from 10 October 2020. The temporary measure to pause compulsory strike-offs started in April 2020 in response to the coronavirus pandemic. 

When a company is struck off, the company's legal existence is removed from the Companies House register. The strike-off can be voluntary or compulsory. 

From 10 October 2020, Companies House will resume the compulsory process to remove a company from the register if there’s reasonable cause to believe it’s no longer carrying on business or in operation.

This includes:

  • company documents are outstanding, and Companies House have had no response to their letters
  • letters sent by Companies House are returned undelivered
  • the company has no directors

Companies that do not file their annual accounts or confirmation statement will normally receive two letters from Companies House. A notice is then published in the Gazette to tell the public that the registrar intends to strike-off the company.

When compulsory strike-off action resumes from 10th October – if there are no objections to dissolution and the two month period from the publication of the Gazette notice has expired – a company will be struck off shortly afterwards.

If a company is in default and wants to remain on the register then action should be taken before 10 October 2020 to remain registered.

Source: Companies House Wed, 19 Aug 2020 05:00:00 +0100

Beware £5,000 company fine

As well as filing accounts with Companies House, there is an important requirement to check that the information Companies House has about your company is correct every year. This is facilitated by the filing of an annual company confirmation statement. The confirmation statement was introduced in June 2016 and replaced the annual return. You could be subject to a fine of up to £5,000 for failing to send a confirmation statement. Companies House can also prosecute a company and its officers for failing to file a confirmation statement and the company can be struck off.

A confirmation statement must usually be filed at Companies House once every 12 months and rather than resubmitting data every year the confirmation statement only needs to be updated if you have changes to report. If there are no changes then you just need to confirm the information is correct and submit the statement. The due date is usually a year after either the date your company incorporated or the date you filed your last annual return or confirmation statement. You can file your confirmation statement up to 14 days after the due date.

The following details need to be checked:

  • the details of your registered office, directors, secretary and the address where you keep your records
  • your statement of capital and shareholder information if your company has shares
  • your SIC code (the number that identifies what your company does)
  • your register of 'people with significant control' (PSC)

Any necessary updates to the statement of capital, shareholder information and SIC codes can be made when submitting the confirmation statement. However, the confirmation statement cannot be used to report changes to your company’s officers, the registered office address, the address where you keep your records, people with significant control. These changes must be filed separately with Companies House and this should be done at the same time or prior to submitting the confirmation statement. The confirmation statement can be filed online (at a cost of £13) or by post (at a cost of £40).

Source: Companies House Tue, 28 Jul 2020 05:00:00 +0100

Sending forms to Companies House – coronavirus update

Companies House has developed and launched a new temporary online service to upload and send completed forms during the Coronavirus outbreak. The online service was first launched at the beginning of June. The latest release of the upload a document service was issued on 6 July and now allows users to upload more form types, including Scottish limited and qualifying partnerships, articles and resolutions. This temporary service is designed for paper forms that could previously only be sent by post or delivered in person to Companies House.

The main categories of forms that the temporary online service relate to:

  • Scottish limited partnership forms
  • Scottish qualifying partnership forms
  • Registrar's powers
  • RP forms
  • Change of constitution
  • Resolutions in relation to change of constitution (CC) forms
  • Articles in relation to change of constitution (CC) forms

Companies House is working on a new release to allow a large number of insolvency forms to be submitted via the upload service in the coming weeks.

The service is not available nor intended for the large number of Companies House documents that were already accepted online before the pandemic began. This includes documents relating to filing accounts, filing a confirmation statement, making changes to a company and closing a company.

Source: Companies House Wed, 15 Jul 2020 05:00:00 +0100

Companies House restarts voluntary strike-off process

Companies House has announced the restart of the process for companies that have applied for voluntary strike-off, from 10 September 2020. All voluntary strike-off applications were suspended in March 2020 in response to the Coronavirus pandemic.

The press release published by Companies House outlines the following changes:

  • When voluntary strike off action restarts from 10 September 2020, if there have been no objections to dissolution and the 2 month period from the publication of the Gazette notice has expired, the company will be struck off shortly afterwards.
  • Any person with an interest in a company which is nearing strike off should register an objection to dissolution at Companies House. Where a person has already registered an objection, but the time period for that objection is due to expire, that person must register the objection again if it is still required.
  • Applications for voluntary strike off from 10 July 2020 onwards are not affected by the temporary suspension because the easements for voluntary dissolution only apply to strike-off applications registered before 10 July 2020.  If there are no objections to the dissolution, the company will be struck off in around 2 months’ time.

The compulsory strike-off process remains paused. Companies House will continue to review this measure on a monthly basis and notify any changes.

Source: Companies House Wed, 15 Jul 2020 05:00:00 +0100

Corporate Insolvency and Governance Bill receives Royal Assent

The Corporate Insolvency and Governance Act 2020 (the Act) received Royal Assent, with most provisions coming into force on 26 June 2020. The Act addresses numerous issues arising for businesses from the COVID-19 pandemic to give distressed businesses the breathing space they need to get advice and seek a rescue

Some of the key provisions of the Act are as follows:

  • introduces temporary easements for Annual General Meetings (AGMs) and filing requirements for public limited companies (PLCs)
  • introduces new corporate restructuring tools to the insolvency regime to give companies the time they need to maximise their chance of survival
  • temporarily suspends parts of insolvency law to support directors during this difficult time

Under the secondary legislation, companies will temporarily receive an automatic extension for:

  • confirmation statements
  • registrations of charges (mortgage)
  • event-driven filings, such as a change to your company’s directors or people with significant control

Most companies will also be given more time to file their accounts. If a company is eligible, Companies House will update the filing deadline automatically and the new deadline should be adhered to. Companies do not need to apply for an extension.

Source: Companies House Wed, 08 Jul 2020 05:00:00 +0100

Estate Agents who may be exempt from Money Laundering registration

HMRC is responsible for the money laundering supervision of a number of businesses including estate and lettings agents. Estate agency businesses that HMRC is responsible for supervising should be aware of the requirement to register with HMRC and the penalties for not doing so. It is a criminal offence to trade as an estate agency or letting agency business (as defined within the Regulations) without being registered for money laundering supervision.

The following business types are not required to register:

  • a lettings agent only carrying out lettings work not defined within the Regulations, for example, below 10,000 euros per month
  • an auctioneer already registered with HMRC as a high value dealer
  • publishing adverts or distributing information, for example in a newspaper
  • an intermediary, like an internet property portal for private sales, allowing private sellers to advertise their properties and letting sellers and buyers to contact each other (but only if you do nothing else covered by the general definition of estate agency work)
  • a solicitor carrying on estate agency work as part of that practice as a solicitor, and not as a separate business

There are also estate agents who may be regulated by the Financial Conduct Authority (FCA), for example, because they provide consumer finance or hire purchase services. In this situation HMRC and the FCA will consider the possibility of a single supervisor overseeing the anti-money laundering arrangements on a case-by-case basis.

Source: HM Revenue & Customs Wed, 27 May 2020 05:00:00 +0100

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