FID Trust International

If you want to keep or to make your own company dormant, you need to follow those rules:

1. What information does Companies House need to know?

Although a company may be dormant, Companies House must still keep up-to-date information about it on record and make this available to anyone who wants to know about the company. Basically, they need to know:

  1. Where to contact the company. The company’s official address is known as its ‘registered office’.
  2. Who runs the company. That is, particulars about the company officers.
  3. Who owns shares in the company - the shareholders (if the company has them).
  4. Where certain company registers are kept.
  5. What the company’s financial year-end is. The company’s financial year-end is known as its ‘accounting reference date’.
  6. What the company’s assets and liabilities are - its annual balance sheet.
  7. What rules govern the company - its memorandum and articles of association.

Most of this information is registered at Companies House when the company is first formed and, if anything changes, you will need to tell us, usually on a special form. However, every year we will send to the company’s registered office a summary of the information held on the public record at Companies House - this form is called an Annual Return (Form 363s). This must be completed and returned to Companies House. Also, every year, the company must prepare a balance sheet and send that to Companies House.

More information about all these requirements is included.

Even dormant companies must deliver accounts and an annual return (Form 363s) each year!

2. What is a ‘registered office’?

This is the company’s official address registered at Companies House. It is also the address where we will usually send letters and reminders. The registered office address can be anywhere in England or Wales (or Scotland if your company is registered there). It is important that all correspondence and notices sent to this address are dealt with promptly. A change of registered office address must be notified to Companies House on Form 287. The new address only becomes the registered office when the form has been registered.

All companies must have a registered office address, and the company’s name must be displayed outside.

3. Who are the company officers?

These are the company director(s) and the company secretary. They are responsible for managing the company and for delivering documents to Companies House.

Particulars of who they are must be entered in the company’s own register of directors and secretaries and notified to Companies House when the company is first formed. Any changes must be recorded in the company’s register and notified to Companies House on the correct form within 14 days of the change. The forms for notifying changes are:

  1. appointments
  2. terminations of appointments
  3. change of particulars
  1. Form 288a
  2. Form 288b
  3. Form 288c

A change of particulars for a director means any of the following: name, address, occupation, nationality and other directorships; and for a company secretary it means name or address.

4. Who are the company members?

A company member is defined as a person who has agreed to become a member and whose name is entered on the company’s register of members.

For a limited company with shares, this means a person who owns shares in the company - a shareholder. For a company limited by guarantee, it means a person who has agreed to contribute to the assets of the company if it is wound up.

The company must keep a register of its members. Any member of the company or any other person has a right to inspect the register. Unless it is kept at the registered office, Companies House must be notified of where the register is kept, and any change in its location must be notified to Companies House on Form 353.

If a company has shares, details of the shareholders have to be notified to Companies House. The information must be updated every year on the Annual Return Form 363s, which we will send the company shortly before it becomes due.

In addition, if the company has issued debentures, it must keep a register of debenture holders. Any member of the company or any other person has a right to inspect the register. Unless the register is kept at the registered office, Companies House must be notified of where it is kept, and any change in its location must be notified to us on Form 190.

5. What other statutory registers are there?

There are several other statutory registers that may apply to the company. Although there is no obligation to notify Companies House about the location of any other statutory register, the company secretary is responsible for maintaining all the following registers - some of which are mentioned above - if they apply to the company:

  1. the register of debenture holders;
  2. the register of directors and secretaries;
  3. the register of interests in shares (public companies only);
  4. the register of directors’ interests in shares, or debentures, of the company;
  5. the register of members;
  6. the register of charges.

These registers must be open to inspection by any person on payment of the prescribed fee.

6. What is an annual return (Form 363s)?

It is a form that every company - even those that are dormant - must send to Companies House each year. (The annual return should not be confused with annual accounts - the two are entirely different.) The annual return must be accurately completed to a particular date known as the ‘made-up date’. This is:

  1. 12 months after the date of the made-up date of the previous annual return; or
  2. in the case of a company’s first annual return, the anniversary of the date of incorporation.

The annual return form and annual document-processing fee must reach Companies House within 28 days after its made-up date. The fee is £30 (or £15 for users of our Software Filing or WebFiling services).

Only 5% of companies on the register are unable to use our WebFiling service. This includes companies that wish to file using Welsh. Companies House is presently working towards enabling these companies to file their annual return electronically.

Shortly before it becomes due, Companies House send an annual return to your registered office, showing the made-up date. The annual return contains pre-printed information about the company already on their records.

Even dormant companies must deliver accounts and an annual return (Form 363s) each year!

7. What is an accounting reference date (ARD)?

The ARD is the financial year-end. It is also the date that determines when accounts are due for delivery to Companies House. When a company is incorporated, its ARD will automatically be set as the last day of that month but this can be changed, if the company wishes to do so. Companies House must be told in advance if the ARD is about to be changed. A change of ARD must be notified on Form 225. Changing the ARD can be complicated because of the effect it has on the related accounts. For more information on this see ‘Accounts and Accounting Reference Dates’.

8. What annual accounts are required?

All limited companies - including dormant companies - must file annual accounts at Companies House. For dormant companies, this means a balance sheet giving details of assets and liabilities and any relevant notes. The balance sheet and notes must comply with the statutory requirements of the Companies Act.

For financial years beginning on or after 1 January 2005, the accounts may be prepared in accordance with international accounting standards.

Annual accounts must usually be delivered to Companies House within 10 months of a company’s ARD for a private company, and 7 months for a public company. However, if a company’s first accounts cover a period longer that 12 months, the maximum time allowed is 22 months from the date of incorporation (19 months for a public company) or 3 months from the ARD, whichever is longer. ARDs and how to change them are explained in ‘Accounts and Accounting Reference Dates’.

To help you file accounts on time, Companies House send a reminder to the company’s registered office 6 to 8 weeks before the accounts are due.

If the accounts reach Companies House outside the time allowed for filing, the company will always get a late filing penalty of up to £1,000 for a private company and £5,000 for a public company. Further information about civil penalties is available in ‘Late Filing Penalties’.

Accounts must be filed even if the company has remained dormant from one year to the next - even if it has never traded - and, if the accounts are late, the company will be penalised. There is no special treatment for dormant companies. Being dormant does not mean that your company does not have to file accounts or file them on time.

9. Who must arrange for accounts to be prepared?

The directors of the company. The accounts must be prepared, laid before the company’s members in a general meeting, signed and delivered to Companies House within the time allowed (normally within 10 months of a company’s ARD). However, you do not need to lay the accounts before a general meeting of the company, or have them agreed by the Inland Revenue, before sending them to Companies House.

The members can pass an ‘elective resolution’ not to lay the accounts before the members in a general meeting (see ‘Resolutions’), but the accounts must still be prepared and given to the members and delivered to Companies House.