Making sure your company records are up to date and properly filed at Companies House is vital for any business. Changes to the filing process are important to understand
What is Companies House?
Companies House is a government run agency of the Department for Business Energy and Industrial Strategy. Companies House is where companies are incorporated and dissolved and registered. This is where company information is stored on-line and is available to the public.
All information at Companies House is in the public domain and accessible to everyone who wants to see it. This includes information containing
- the names and addresses of directors and shareholders; and
- together with all the financial information about the company that it is required to file, including finance and capital investment.
Obligations to Companies House
All companies must file and keep up to date certain company records. Every year the company must file a confirmation statement (which used to be called an annual return) and within this all of the company details need to be correctly stated.
The company also has to file statutory accounts on an annual basis which will be prepared from the company’s financial records at the end of the company’s financial year. Other documents must be filed at Companies House during the life of the company, such as debentures or legal charges.
It is vitally important that all of the records at Companies House are fully accurate, because these are available to potential investors, creditors, suppliers, and new customers amongst others. The risk of erroneous information being kept on file at Companies House are high for shareholders, as wrong information on the public record may affect any number of dealings with the company.
How to amend filing errors at Companies House
If a company has made a filing error or has provided more information than they wanted to, there are procedures to amend Companies House filings. However, these are complex and this is quite difficult to do in practice. Removal of a document filed erroneously is even more difficult, and requires an application to court.
It is therefore important to ensure that information filed is correct in the first place to avoid having to take one of these routes.
- Companies House accepts filings at face value. They don’t check or rectify any errors beyond very obvious ones (such as a typo in the name of the company on a return for example).
- if a company wants to rectify a filing error in order to amend a document with an error in it, then it can use the Companies House internal forms procedure.
- however, this only allows amendment to some documentation, not all. For example, it is not possible to amend company accounts in this way.
Whilst the Companies House procedure should be fairly straightforward, in practice it is very limited and only allows the company to file amending documents. They will not replace the original document with the error in it, which will remain on the public file alongside the replacement.
Companies House has a general principle that all documents relating to a company that are filed should remain on the company file to provide a full picture, even if the company directors don’t want some of the records staying on there.
Removing documents from Companies House
In order to remove a document from Companies House, including erroneous company accounts, the company must apply to court for a court order that Companies House remove the document.
The application must be issued under the Companies Act using a standard claim form. There are two grounds for an order to be granted:-
- That the document was filed without the company’s authority; or
- That the damage that the document currently on Register will cause to the company outweighs the interest that any other person may have in the document remaining there.
If there is simply a genuine error in a document, then it should be possible to argue the first test because a company would not give authority to file a document knowing that it is incorrect.
The second test is more difficult. Directors who want to use this arm of the test will have to show that the error has caused damage to the company. Frequently this might be that information has been included concerning a company director or shareholder that is sensitive personal information such as personal finances. Or it could be information that is competitor sensitive.
A court will usually deal with these applications on paper, and this should minimise costs. However, if the court has particular questions then they may order that a hearing must take place. On a practical level, anyone making this application should contact the Companies House legal team to provide them with advance information of the claim, and to ask whether they are inclined to oppose it or not. If not, this can help significantly with the success of the court order.
The court order, if granted, will be sent to the Registrar, who will include the court order on the company’s documentation. Therefore, while a document may have been removed, the fact that this has happened will still be on your company records.
- in order to try to minimise the chances of erroneous records being placed at Companies House and the difficulties that are faced in removing these, a company might wish to provide that only one person or one representative of the company may update records at Companies House;
- on a practical level this works well if a company nominates their accountants to undertake this task, being independent, and ensure that only the accountants hold the Companies House passwords and are permitted to file documents or make changes on behalf of the company.
If any changes need to be made at Companies House, either by way of rectifying an erroneous document or by removing a document, then the board should keep full minutes of the decision to make the change at Companies House so that there is a record of why this has happened in the company’s books and records for future reference.
At Francis Wilks & Jones our team can assist you with any application to remove or change erroneous records at Companies House. Contact us if you are in this situation and would like some help to resolve your issues. Please call any member of our team for your consultation today. Alternatively email us with your enquiry and we will call you back at a time convenient to you.