Looking to understand or update your Companies House filings?...here’s what we’ll cover in this guide:
Finding Your Companies House Filings
Incorporating Your Company
Your Confirmation Statement
Appointing and Terminating Directors
Model Articles and Articles of Association
Registering as an Overseas Company
Creating an Option Pool
How do I correct a filing mistake on Companies House?
1. Finding Your Companies House Filings
Understanding your Companies House filings and keeping them up-to-date is important when starting and running your business. Submitting your confirmation statement and relevant event filings is a statutory requirement. Getting it right the first time can save you from using up precious time, energy and money correcting your filings later.
To find your filings, look at the ‘filing history’ section of your Companies House page, which you can find by going to the register and searching your Company name or number.
One handy trick is to select ‘show filing type’ while on the Filing History section. This will show the code for each of your historical filings making it easier for you to identify the different events that you have previously filed.
2. Incorporating your Company
You can register your company with Companies House by completing an IN01 form. You can either complete the form manually and post it to Companies House, or you can register your Company online. It cost just £12 online and £40 to do it by post.
When you successfully register your Company with Companies House, you will be given a Certificate of Incorporation. This filing shows that you have met the legal requirements for forming and registering a company, as set out in sections 14 to 16 of the Companies Act 2006.
The certificate sets out important details such as:
Company name, address and jurisdiction
Statement of Capital, including class of shares, share nominal value and total number of shares
Persons with significant control
Proposed officers of the Company
If you’re looking to set up your Incorporation round on SeedLegals to match your Companies House incorporation, take a look at our article on How to set up and edit your Cap Table | SeedLegals
3. Issuing Shares
To allocate new shares in your Company you will need to file two documents:
An SH01 form
A written resolution.
The SH01 form lets Companies House know how many new shares you are issuing when they were allotted, along with your updated statement of capital. Read our article for more on What is an SH01?
The written resolution shows that your shareholders have given the company permission to allot up to a maximum total nominal amount i.e. the total number of shares in the Company after the share issuance multiplied by the nominal value of your shares.
You’ll need to file both documents whenever you issue shares at nominal value to co-founders or allot new shares to investors as part of a funding round.
The good news is that our platform creates the relevant documents in both situations whether as part of our Issue Shares product or any of our Funding products allowing you to simply file the automatically generated on-platform documents with Companies House. If, however, you would like to complete the fillings yourself, have a read of these articles to get started:
You can file both documents by post, or you can complete them via the Companies House web-filing portal. Take a look at How to Upload / Amend an SH01 on Companies House Online (Video) for more information on this, and remember that you should file both documents within 15 days of allotting the relevant shares.
4. Subdividing Shares
To do a share split, you will need two documents:
An SH02 form
A sub-division resolution.
The SH02 sets out your share total and nominal value pre- and post- share split. Your share capital will stay the same during the split since you are subdividing your own shares - the total share number goes up while the nominal value goes down proportionately.
A subdivision resolution is a document that needs to be signed by all shareholders as part of a share split, so have a read of our article on this for more information: Subdivision of Shares: How to Use Subdivision Resolution | SeedLegals
On the SeedLegals platform, you can create both documents for free.
The SH02 needs to be filed with Companies House within 30 days of the share split, you can e-file it here.
The Subdivision Resolution doesn't need to be filed with Companies House, but should be kept for your company records.
More in our How to do a share split step-by-step guide.
To work out the dividing factor for your share split, you can use the following calculation:
Post-share split total shares/Pre-share split total shares = dividing factor
So, if you have 100 shares and you want to get to 100,000 shares, you divide 100,000 by 100, which gives you 1000. You will want to carry out a 1 for 1000 share split. If your current nominal value is £1, you then divide this by the dividing factor (1000) to get your new nominal value: £0.001. As you can see, the share capital has remained at £100:
100 x £1 = 100,000 x £0.001
5. Transferring shares
You do not need to file a specific form with Companies House when you carry out a share transfer. The legal documents officializing the share transfer are for the records of the parties only. You should, however, reflect that a share transfer has taken place in your next confirmation statement following the date of the transfer.
If you need to complete the legal documents for a share transfer, you can do this using our Share Transfer product: How to do a share transfer. If you have already completed the legals off-platform and are simply looking to reflect a historical transfer, you’ll want to take a look at how do I reflect a share transfer on my cap table.
6. Your Confirmation Statement
On 30 June 2016, Companies House introduced the ‘Confirmation Statement’ to replace the annual return. All companies must file a Confirmation Statement at least once a year. This filing ensures that the public record of the Company’s details is confirmed or updated annually. You must check that the information previously provided about your Company is still correct, and disclose any changes where relevant.
The CS01 form (Confirmation Statement filing) includes a range of information, such as:
Share Transfers carried out within the confirmation period
The registered office address of the Company
Directors’ names and addresses
You can file your Confirmation Statement online using the Companies House web filing platform, or you can post the form directly.
7. Appointing and Terminating a Director
To appoint a director on Companies House you will need to file an AP01 form. You can create this on-platform using our Board section, which is available as part of our Run and Scale subscription plans. While only an AP01 needs to be sent to Companies House, you will also need to hold a board meeting to approve the appointment and get the Director to sign a ‘Notice of Willingness to be Appointed as a Director’ agreement - so take a look at our article on How to appoint a director to make sure you appoint your director(s) correctly.
To see your current list of Directors and other ‘officers’ e.g. Secretary, go to the ‘People’ section of your Companies House page.
To view your active directors, just select the ‘current officers’ box. If you leave this unticked, you will also be able to see directors that have previously resigned.
To terminate a director you will need to file a TM01 form with Companies House. It is easier and quicker to file your termination of a director’s appointment form online. You'll also need to send a PSC07 form to Companies House if the person has significant control (over 25% of voting shares). One additional point is that if you have updated your Articles of Association so you are no longer on model articles, you will need to check whether additional shareholder permissions are needed for director terminations. Have a read of our article on How to terminate a director for all the required steps.
8. Model Articles and Articles of Association
All companies start on model articles by default when they incorporate with Companies house. Model articles are the default rules about how a company is run, as set out in the Companies Act 2006. You can update your articles and most Companies will do this at the time of their first funding round.
You will need shareholders’ approval before you change your Company’s Articles of Association. To change your Articles on Companies House, you will need to include a copy of both the resolution that was passed and agreed by all shareholders to update the Articles, along with the new Articles of Association document.
You must send a copy of the resolution within 15 days of it being agreed, and the Articles must be sent within 15 days of taking effect.
9. Registering as an Overseas Company
If you want to set up a place of business in the UK as a non-UK company, you will need to register as an overseas company. To register as an overseas company, you will need to file an OS IN01 form with Companies House within 1 month of opening for business in the UK. There is a £20 registration fee, which you can pay by cheque or postal order.
Registering as an Overseas Company is particularly important if you are looking to apply for S-EIS Advance Assurance as you will need to have a UTR number before submitting your application. Looking to find out more about qualifying for SEIS as an overseas company? Have a read of our article on SEIS & EIS for Foreign (Non-UK) Companies | SeedLegals.
10. Creating an Options Pool
You do not need to file anything with Companies House when you create an options pool, but take a look at our article on How to create an Option Pool | SeedLegals.
11. How do I correct a filing mistake on Companies House?
How to correct your Incorporation Certificate?
If you incorporate your Company with the correct shareholders but incorrect share numbers between them, the easy fix for this is simply to file a confirmation statement dated at your date of incorporation with the correct shareholding numbers.
How to correct an SH01 or Confirmation Statement?
To correct an SH01 or Confirmation Statement you can file an RP04 if you're registered for Companies House Web Filing Service. If not, here are the steps you need to take to file an RP04 and fix an incorrect filing: How do I correct a filing mistake on Companies House with an RP04 form? | SeedLegals
How to correct an SH02 filing?
To correct an SH02 you need to file:
A corrected SH02
A written resolution
An accompanying Cover Letter
Please reach out to our team using the chat bubble below if you are looking to do this.
For more information, take a look at our other resources:
You can find a list of all the different Companies House Filings here: Companies House forms for limited companies - GOV.UK (www.gov.uk)
Any questions? Just start a chat with a member of our team using the chat bubble below.