The implications of COVID-19 on Companies House

Companies House is the United Kingdom’s register of companies that all Directors and Shareholders should be familiar with. It is essentially an online tool akin to a treasure trove of information for corporate clients and solicitors alike. COVID-19 has however undoubtedly disturbed the running of this well-oiled Government machine, meaning that new measures have been put in place to overcome these unprecedented difficulties. This Article is intended to make you aware of some of these important changes.

Office Access & Filings

With social distancing measures in place, as well as reduced staffing levels, Companies House have closed their telephone contact centre, as well as their offices in Belfast, Edinburgh and London. You can however still email them at enquiries@companieshouse.gov.uk, send them documents by post to their London office, deliver paper documents to the Belfast / Edinburgh office or visit them at their Cardiff office, which according to their website is open 24 hours a day. Same day services are also currently suspended and you should expect delays in relation to the processing of paper documents. It is much more efficient to file documents online instead using WebFiling.

An interim emergency service has been created at https://beta.companieshouse.gov.uk/efs-submission/start which enables paperless filing in relation to filing a registrar’s powers document. This would normally be sent in paper format.

Filing Accounts

All private limited and public companies must file their accounts at Companies House, along with unlimited companies in certain circumstances. This is a statutory duty imposed by the Companies Act 2006. The failure to deliver accounts on time is a criminal offence that also carries a civil penalty. This can reach up to £1,500.00 for private companies and up to £7,500.00 for public companies. From the 25^th March 2020, businesses have been able to apply for a 3-month extension for filing their accounts. If the reason that you are requesting an extension relates to COVID-19 then it will automatically be granted.

Nonetheless, it is important to note that the Companies House website specifically states that companies which have already extended their filing deadline, or shortened their accounting reference period, may not be eligible for an extension. Also, if your accounts are filed late the penalty will be automatically imposed and the registrar has a very limited discretion to not collect it.

Strike Off

Under section 1000 of the Companies Act 2006, if the registrar has reasonable cause to believe that a company is not carrying on business or in operation, they may start the statutory procedure for striking its name off the register and subsequent dissolution. This could typically come about due to a failure to submit an annual confirmation statement or accounts on time.  Companies House have now paused the strike off process to prevent companies from being dissolved. This gives company Directors time to deal with the administrative side of their statutory duties.

Annual General Meetings

Under section 336 of the Companies Act 2006, public companies and private companies (if they are traded companies) are obliged to hold an Annual General Meeting within either 6 or 9 months of their accounting reference date. The Government announced that it will be introducing legislation to ensure that companies whose AGM date is fast approaching are able to do so safely and flexibly, such as conducting this online. Please however note that the requirements of a valid general meeting, such as quorum, which are detailed in a company’s articles of association are still applicable.

Pay Stamp Duty

A Stock Transfer Form is, as the name suggests, used to transfer shares from one person to another. You must no longer post stock transfer forms to HMRC and you should email them instead to stampdutymailbox@hmrc.gov.uk. E-signature will be accepted while COVID-19 measures are in place. To pay the stamp duty owed you must now pay electronically by Faster Payment, Bacs or Chaps. Cheques will not be accepted. You must then email HMRC with the details of the transaction. Further guidance can be found here.

If you would like further information on Companies House filing requirements, please contact Andrea Smith and the Business Services team on 01604 828282 / 01908 660966 or email andrea.smith@franklins-sols.co.uk.