Companies House

Prior to 1844, companies could only be incorporated through grant of a royal charter, by private act of Parliament,[5] or, from 1834, by letters patent. Few companies were incorporated, with only approximately 100 companies being incorporated by private act between 1801 and 1844.[6] At this time, no central register of companies was in existence.

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.[7] The Act created the office of the Registrar of Joint Stock Companies to maintain the register of companies,[8] which was publicly accessible.[9] It was hoped by MPs of the day that a publicly accessible central company register would help to protect the public from fraud.[10] All companies, irrespective of their method of incorporation, were obliged to register within three months of the commencement of the Act.[6]

The Act provided for two types of company registration: provisional,[11] and complete.[12] The filing requirements for complete registration were more extensive than those for provisional registration.[11][12] 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.[13]

The Joint Stock Companies Act 1844 applied only to England and Wales, and Ireland; it did not apply to Scotland.[14]

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.[15] From 1855, it became possible for shareholders to benefit from limited liability[16] as a matter of routine,[17][18] provided the companies in which they held shares were registered with the Registrar of Joint Stock Companies under the 1844 Act.[19] 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.[20]

The Joint Stock Companies Act 1856 abolished the dual registration system of the 1844 Act;[13] 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),[13] and annual reports.[15]

The 1856 Act also mandated that there be a Registrar of Companies for each of the UK's three jurisdictions.[21] This system remains today today, with a separate Registrar of Companies for England and Wales, Scotland, and Northern Ireland;[22] 'Companies House' is merely a brand adopted by the registrars.[23]

Company registration in Scotland commenced in 1856, with the first company registered being the Daily Bulletin Company Limited, a newspaper publisher.[24] 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.

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.

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.[25]

Companies House is also responsible for dissolving companies.[26]

In 2020, there were approximately 4.3 million businesses on the Companies House register.[27]

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.[27]

England and Wales are treated as a single jurisdiction (companies may be ‘Registered in England and Wales’) with a unified register, separate from those of Scotland or Northern Ireland. Companies must advise Companies House of their intended registered office (the official address of the company), which may be in England and Wales, in Scotland, or in Wales.[35] Consequently, on incorporation, companies will be either 'Registered in England and Wales', 'Registered in Scotland', or 'Registered in Wales'. Effectively, companies in England must register in England and Wales, companies in Scotland must register in Scotland, while companies in Wales may choose to register in either England and Wales, or in Wales.

Although their legal registration is in either England and Wales, or in Wales, according to Companies House companies must display the company registered office location in a manner similar to one of the following suggested formats:

“On all company’s business letters, order forms (in hard copy, electronic or any other form) and its websites, the company must show in legible lettering:

(a) the part of the United Kingdom in which the company is registered which is:

For Companies registered in England and Wales either:

• Registered in England and Wales; or
• Registered in England; or
• Registered in Wales; or
• Registered in London; or
• Registered in Cardiff.”

The Cardiff office

The Companies House office in Cardiff handles companies incorporated in England and Wales.[35] These companies are subject to English law. Until 2011 there was another office at Nantgarw, Wales. The London office at Petty France is purely a facility to file and view documents, which are then processed in Cardiff.

The Registrar of Companies for England and Wales is the Chief Executive Louise Smyth. The role of Chief Registrar is not a political one and the incumbent is a civil servant.

All companies registered in England and Wales have 8-digit registration numbers.

The Edinburgh office handles companies incorporated in Scotland. These companies are subject to Scots law. Scottish company registration numbers are prefixed by the letters SC.

When the Companies Act 2006 was fully implemented on 1 October 2009, the Northern Ireland companies register was fully integrated into Companies House. Companies House maintains a satellite office in Belfast, headed by the Registrar of Companies for Northern Ireland.

Before 1 October 2009 all limited companies in Northern Ireland were registered with the Department of Enterprise, Trade and Investment and were subject to Northern Ireland law.

Companies House acts as registrar for the following types of company:

• Public companies limited by shares[36][37]
• Public companies limited by guarantee[36][37]
• Societates Europaeae,[38] 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[39][40]
• Unlimited companies[41]
• Private companies limited by shares[36][37]
• Private companies limited by guarantee[36][37]
• Community interest companies,[42] on behalf of the Office of the Regulator of Community Interest Companies[43]
• Companies incorporated by Royal Charter[44]
• Some overseas companies with a physical presence in the UK[45]

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

• Limited Partnerships[46]
• Limited Liability Partnerships[47]
• European economic interest groupings,[48] 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[49]

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

• Building societies, for which the Financial Conduct Authority acts as registrar[50]
• Charitable incorporated organisations,[51] for which the Charity Commission[52] acts as registrar[53][54][55]
• Community benefit societies, for which the Financial Conduct Authority acts as registrar[50]
• Co-operative societies, for which the Financial Conduct Authority acts as registrar[50]
• Credit unions, for which the Financial Conduct Authority acts as registrar[50]
• Friendly societies, for which the Financial Conduct Authority acts as registrar[50]

• Partnerships, for which there is no registrar; the only registration required is with HM Revenue and Customs in order to submit tax returns[56]

Every undertaking registered with Companies House must have a unique name.[23] 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.[58]

Companies may not have names which if used would constitute a criminal offence, or which are offensive.[59] Approval from the Secretary of State is required if a company wishes to use a name indicating a connection to government,[60] or other so-called 'sensitive' words or phrases.[61]

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',[62] or, in the case of Welsh companies if they so choose, the Welsh language equivalents 'cwmni cyfyngedig cyhoeddus' or 'ccc'[63]
• Societates Europaeae, the names of which had to include 'SE'[64] (replaced with 'UK Societas' for SEs remaining registered in the UK on 1 January 2021 as a consequence of Brexit)[65]
• Private limited companies, the names of which ordinarily must end with 'limited' or 'ltd',[66] or, in the case of Welsh companies if they so choose, the Welsh language equivalents 'cyfyngedig' or 'cyf'[67]
• Community interest companies, the names of which must end with 'community interest company' or 'cic'[68] (or, if it is a public company, 'community interest public limited company' or 'community interest plc'),[69] or, in the case of Welsh companies if they so choose, the Welsh language equivalents 'cwmni buddiant cymunedol' or 'cbc'[70] (or, if it is a public company, 'cwmni buddiant cymunedol cyhoeddus cyfyngedig' or 'cwmni buddiant cymunedol ccc')[71]
• Limited partnerships, the names of which must end with 'limited partnership' or 'lp',[72] or if the principal place of business is Wales and they so choose, the Welsh language equivalents 'partneriaeth cyfyngedig' or 'pc'[73]
• Limited liability partnerships, the names of which must end with 'limited liability partnership' or 'llp',[74] or in the case of Welsh limited liability partnerships if they so choose, the Welsh language equivalents 'partneriaeth atebolrwydd cyfyngedig' or 'pac'[75]

Notwithstanding the above, private limited companies need not indicate their legal form in their names if they are charities,[76] exempted by new regulations made by the Secretary of State,[77] or subject to a continuing exemption.[78]

Every undertaking registered with Companies House is issued with a registered number.[79] Once issued, a registered number remains the same, even if the undertaking changes its name.[23]

Registered numbers consist of eight digits, and in certain circumstances a two letter prefix, including:[80]

• 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)

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.[81] Private limited companies can be issued with a certificate of incorporation within 24 hours of an application being submitted.[82]

Certificates of incorporation for companies include the following information:[83]

• 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.[84]

Certificates of incorporation for limited liability partnerships include the following information:[85]

• 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.[86]

Limited partnerships are not issued with certificate of incorporation upon registration with Companies House, but instead with certificates of registration.[87] This is because limited partnerships are not legal persons and therefore are not created by incorporation.[88]

Certificates of registration include the following information:[89]

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

A limited partnership comes into existence once its certificate of registration has been signed or sealed by the registrar.[90]

Companies House does not verify the accuracy of information filed.[91] 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,[92] but did not set a timetable for their introduction.[93]