As a director of a limited company in the UK, you probably already know that your responsibilities go beyond day-to-day business operations. You’ve got legal obligations, most of which involve filing important information with Companies House. Failing to meet these duties can lead to fines, penalties, and even being disqualified as a director—not something you want on your plate!
But don’t worry. If you’re feeling overwhelmed by what’s expected, we’ve got you covered. In this blog, we’ll break down all the essential Companies House duties you need to stay on top of, including lesser-known ones that might slip under your radar. We’ll cover Persons of Significant Control (PSCs), shares, confirmation statements, annual accounts, board minutes, resolutions, and more.
- Understanding Your Companies House Duties
Your Companies House duties as a director aren’t just optional tasks; they’re legal requirements. When you set up a limited company in the UK, it must be registered with Companies House. This government body is responsible for maintaining a public register of companies, which includes important details about the business and its directors.
As a director, you are responsible for making sure all the necessary filings are made on time and that your company remains compliant with UK company law. These duties apply regardless of whether your company is actively trading or not.
What Are the Key Duties?
Here are some of the main filings you need to keep track of:
- Confirmation Statements
- Annual Accounts
- Persons of Significant Control (PSC) notifications
- Shareholder records
- Board minutes and resolutions
Now, let’s dig into each of these duties in more detail.
- Confirmation Statements
Every limited company is required to file a confirmation statement once a year, regardless of whether your company has traded or not. This statement is essentially a snapshot of your company’s details, confirming that the information held by Companies House is correct and up to date. The statement includes key details like:
- The company’s registered office address.
- Details of company directors and secretaries.
- The shareholding structure (who owns how many shares).
- Information about Persons of Significant Control (PSCs).
The confirmation statement is simple enough to file, but it’s crucial not to miss the deadline. You need to file it at least once every 12 months online. Missing this deadline can result in a fine or your company being struck off, so make sure it’s on your radar.
- Annual Accounts
If there’s one thing that keeps directors on their toes, it’s filing annual accounts. These accounts must be submitted to both Companies House and HMRC. They outline the financial health of your business and include a balance sheet, profit and loss account, and notes to the accounts.
Annual accounts need to be filed within nine months of your company’s financial year-end. If you miss the deadline, you’ll be hit with an automatic penalty, starting at £150 and increasing the longer you delay. Filing accurate accounts is key, so working with an accountant can make this process much smoother.
It’s also worth noting that smaller companies—defined as having a turnover of £10.2 million or less—can file abridged accounts, which are simplified versions that only include a balance sheet.
- Persons of Significant Control (PSCs)
You might be wondering, “What on earth is a PSC, and why should I care?” A Person of Significant Control (PSC) is someone who owns or controls more than 25% of a company’s shares or voting rights. In some cases, it could be someone who exercises significant influence over the business, even if they don’t technically own it.
As a director, you’re legally required to keep an up-to-date PSC register and notify Companies House of any changes to this register. The idea behind this is to improve corporate transparency—HMRC and other authorities want to know who ultimately controls the company.
You’ll need to report your PSC information when you file your confirmation statement, but don’t wait until then if there are any changes. You must notify Companies House of changes to your PSC register within 14 days.
5. Shares and Shareholders
Another key responsibility you have as a director is maintaining accurate records of your company’s shares and shareholders. When your company is first set up, you’ll decide how many shares are issued and at what value (known as share capital). Over time, you may issue more shares or transfer shares between shareholders.
Any changes to your company’s shareholding structure need to be reported to Companies House, either through your confirmation statement or by updating the company’s share register and submitting a share form to Companies House.
Additionally, keep in mind that certain decisions—such as issuing new shares or making changes to the company’s articles—will require shareholder approval. This is where board minutes and resolutions come in, which we’ll discuss next.
- Board Minutes and Resolutions
It’s not just financial filings that you need to stay on top of as a director. You’re also required to keep a record of your company’s internal decision-making process. Every time your board makes a significant decision, it should be documented in board minutes. This includes decisions about issuing shares, changing the company’s registered office, and appointing new directors.
In some cases, you’ll also need to pass formal resolutions, particularly if you’re making decisions that require shareholder approval. For example, changing the company’s articles of association or approving a dividend payment typically requires a resolution.
While it might seem tedious to record every board decision, keeping accurate minutes and resolutions is not just a best practice—it’s a legal requirement. These records could be essential if there’s ever a dispute or an investigation into how the company is run.
- Other Important Duties to Keep in Mind
Alongside the main filings, there are other important tasks to be aware of as a director:
- Company Name and Registered Office: Any changes to your company’s name or registered office address must be notified to Companies House.
- Director Changes: If there are any changes to your company’s directors or their personal details (like address or name changes), you need to notify Companies House as soon as possible, within 14 days.
- Resignation of a Director: Similarly, if a director resigns, you must report this change promptly.
Failure to keep Companies House informed of these changes can result in penalties and cause legal complications for your business.
Speak to Our Experts About Your Companies House Duties
Staying on top of your Companies House duties is crucial for keeping your business compliant, but it can be overwhelming. That’s where we come in.
At Keirstone, we specialise in helping small businesses meet their filing obligations without the stress.
Whether it’s submitting your confirmation statement, filing annual accounts, or keeping your PSC register up to date, we’ve got the expertise to make sure everything runs smoothly. Schedule a call with us today to find out how we can help you stay compliant and focus on growing your business!
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