Limited company changes

Simon Misiewicz

Expat & Property Tax Specialist

4th March 2022

Limited Company filing of accounts and confirmation statements

You may wish to set up a company for the first time. Please go ahead and read that article in the link as this article focuses on changes to an existing company.

A limited company will have two main reporting responsibilities to Companies House.

– Annual confirmation statement

– Annual accounts

Confirmation statements

As illustrated above, there is a lot of data stored on the Companies House website about each limited company. The limited company directors will need to file the annual confirmation statement on the Companies House website.

The confirmation statement submission is to tell Companies House the members of the public if there have been changes to the people involved in the company, its address and activities.

Limited company Annual accounts

The filing of limited company accounts on Companies House may be done directly via Companies House or via an accountant using commercial software.

The annual accounts are broken into sections. The critical areas that most accountants and other financially astute people will be interested in are as follows:

Profit & loss account: This shows the company’s income, costs, and profitability. Micro companies do not need to show the profit and loss account on the Companies House website.

– Balance sheet: This section of the annual accounts shows the assets less liabilities to show the net asset value of the limited company.

If there is no trading activity, then dormant accounts may be filed to Companies House. Dormant accounts signify to the public that no income nor costs have been incurred in the year in question.

Closing down a limited company

There may come a time when a limited company is no longer required. You can use Companies House services to close down the limited company using a DS01 form.

You need to ensure that all creditors have been paid before this process.

Changes to directors/company secretaries

The company must keep registers that contain details of its officers. They are:

– register of directors. This will contain most details of all the company’s directors, whether individuals, corporate bodies or firms with legal personalities, but will not include any individual’s residential address (unless that address is also the individual’s service address)

– register of directors’ residential addresses

– register of secretaries, if appropriate

Whenever there is a change to an officer’s details or a company appoints or terminates an officer, it must update these registers. The company must then file the appropriate form at Companies House within 14 days of the change. The relevant documents are:

An Appointment of director – AP01

Appointment of corporate director – AP02

The Appointment of a company secretary – AP03

Appointment of corporate secretary – AP04

Change of director’s details – CH01

A Change of corporate director’s details – CH02

The Change of secretary’s details – CH03

Change of corporate secretary’s details – CH04

The Termination of appointment of director – TM01

A Termination of appointment of secretary – TM02

Change of a company name

A change of name occurs when a company registers a different name from its last registered name. For example, a company changing its name from J Smith Limited to John Smith Limited. It is not a change of name if J Smith Limited starts trading as John Smith, in which case, ‘John Smith’ is its business name.

You will need to make sure the name you wish to use is available if you think about changing it. You can do a quick search using this tool.

Once you have determined that the company name is available, you need to complete the necessary name change form.

Change of office address

If, after registration, your company wishes to change the address of its registered office, you must notify Companies House of the new address on form AD01.

Changing Shareholders

, or all, of the shares. The capital and initial shareholdings statement must show the names and addresses of the people who have agreed to take shares and the number of shares each will take. These people are called subscribers.

A company may have as many different types of shares as it wishes, all with other conditions attached to them. Typically, share types fall into the following categories:

Ordinary: These are the company’s ordinary shares with no special rights or restrictions. The company may divide them into classes of different values

– Preference: These shares carry a right that the company should pay any annual dividends available for distribution on these shares before other classes

– Cumulative preference: These shares usually carry a right that, if the company cannot pay the dividend in one year, it will carry it forward to successive years

– Redeemable: These shares are issued by the company with an agreement that it will buy them back at the option of either the company or the shareholder after a certain period or on a fixed date. A company cannot have only redeemable shares

On registration of a company limited by shares at Companies House, the shareholders must agree to take some

Forms required to show a change in shareholders

Here are the forms that are needed when making any changes to the share structure of the company:

allotment of shares – SH01

Notify a cancellation of shares – SH06

Notify a name or other designation of class of shares – SH08

Allotting a new class of shares by an unlimited company – SH09

Payment for shares in a private company can be made in various ways, including cash, goods, services, property, goodwill, know-how, or even shares in another company.

Generally, people can pay for shares in a private company;

– wholly for cash

– partly for cash and partly for a non-cash payment

– wholly for a non-cash payment

Payment for shares in a public company must, in most instances, be for cash. However, if shares are allotted in a public company for non-cash consideration, the consideration is subject to an independent valuation in most cases. You must send a copy of the individual valuation report to the proposed allottee for the share(s) and to Companies House when registering the Form SH01.

Capital gains tax on selling shares

We will be writing a more detailed article on the tax implications of selling shares, but as a quick note, you are advised to speak with your accountant to help you with the valuation of your shares and the tax implications of any share structure changes. The considerations are:

– Capital gains tax (CGT)

– Entrepreneurs’ relief

– Business asset rollover relief

When you are selling/transferring shares, you will need to use the stock transfer form. Out. One of our property tax consultants can help you navigate these complex forms.

What happens to a limited company when the owner dies

Shares of a limited company pass to those mentioned in the will when an owner dies. It is important to have a will in place to ensure that the person you wish to receive shares of the company gets them. The shares will go into probate and the courts may have to decide who gets them if a limited company owner dies without a will.

What happens to a limited company on divorce

Couples that separate and enter a divorce settlement will need to agree on who has the shares of a limited company. The courts may have to decide who gets the shares of a limited company if a married couple cannot agree in divorce proceedings. It is cost-effective to agree on who gets the shares of a limited company during the divorce proceedings with the aid of a family law solicitor before going to court.

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