Despite the ongoing uncertainty and disruption affecting businesses in the UK, company officers are still required to uphold their statutory duties. Until the Government announces otherwise, this includes ensuring that any filings required in respect of their companies are made at Companies House within the statutory timeframes. Nonetheless, Companies House has introduced certain alterations to its service in order both to protect the welfare of its own staff, and to seek to ease the administrative burden on businesses at this challenging time.
To assist in your dealings with Companies House, we have prepared a brief summary of the measures Companies House has taken to date in response to the COVID-19 restrictions:
- Whilst the Companies House office in Cardiff remains open 24 hours a day for the receipt of documents, the Belfast, Edinburgh and London offices are now closed to the public. Documents are not being accepted by post at the London office. Documents can still be delivered to the Cardiff, Belfast and Edinburgh offices, although the following restrictions apply:
- Belfast – paper documents can be delivered, in a sealed envelope, to the reception desk on the ground floor of the Belfast office (The Linenhall, 32-38 Linenhall Street, Belfast BT2 8BG; DX 481 N.R. Belfast 1)
- Edinburgh – paper documents can be delivered to the external Companies House letterbox next to the office building (4th Floor Edinburgh Quay 2, 139 Fountainbridge, Edinburgh EH3 9FF; DX ED235 Edinburgh 1)
- Companies registered in England or Wales should send their documents to the Cardiff office for filing (Crown Way, Cardiff CF14 3UZ; DX 33050).
- The Companies House telephone contact centre is closed. All enquiries should now be sent by email to [email protected].
- All same-day services have been suspended until further notice. Companies House can no longer guarantee same-day incorporations, changes of name or reductions of capital.
- Perhaps unsurprisingly, Companies House is reporting that it is not able to process paper documents as quickly as it has done previously, and that it is experiencing delays in processing due to the impact of COVID-19. You can still make many changes to your company online, including:
- filing your accounts or confirmation statement;
- changing your registered office address or accounting reference date; or
- filing appointments and removals of company directors or your company secretary.
- If you do not already have an online filing account with Companies House, you can register here. You will need an email address and password and the registered number of the company you wish to file for. An Authentication Code (the electronic equivalent of an officer’s signature) will then be sent in the post to the company’s registered office address (it is not possible to receive the Authentication Code by email). Both your password and the Authentication Code will be needed in order to use the online filing service (further details of which can be accessed here).
- If you are filing Form SH03 to record the purchase of a company’s own shares, this must first be sent to HMRC if the purchase is above the stamp duty payable threshold of £1,000. HMRC has introduced an electronic service to temporarily replace their usual stamp duty service (further details of which can be accessed here). Whilst you will still need to send the Form SH03 by email to HMRC, HMRC will issue your company with a letter instead of stamping the Form. Companies House will now accept and register an unstamped Form SH03 if it is accompanied by the letter from HMRC confirming that the correct stamp duty has been paid.
- If you anticipate that your accounts will be filed late because your company is affected by COVID-19, and if your filing deadline has not yet passed, you can apply here for an automatic and immediate 3-month extension to file your accounts. Applications are stated to take just 15 minutes to complete through this fast-tracked online system. You should cite “COVID-19” or “Health Matters” as the grounds for the application. You will need the following information to complete the application:
- the company number of the company you are filing for;
- your email address and password (to sign in to your Companies House online account);
- information about your extension reasons; and
- any documents that support your application (optional).
- You must apply for the extension before your filing deadline. Companies that have already extended their filing deadline, or shortened their accounting reference period, may not be eligible for an extension.
- If you do not apply for an extension and your accounts are filed late, an automatic penalty will be imposed. Penalty appeals are treated on a case-by-case basis. Appeals based upon COVID-19 will be considered under the existing policies Companies House has in place to deal with appeals based upon unforeseen poor health. The Registrar has very limited discretion to not collect a penalty
Companies House has stated that it is still urgently investigating alternative methods of how it can process paper filings and payments. We are closely monitoring any updates to the service Companies House is able to provide and will publish further details as and when circumstances change.
One final point to note is the Business Secretary’s announcement on 28 March that legislation will be introduced to ensure that any companies that are required by law to hold an annual general meeting (AGM) will be able to do so safely, consistent with the restrictions on movement and gatherings. It is understood that companies will temporarily be extended greater flexibilities, including the holding of AGMs online or postponing the meetings. We will provide further information on the legislation when it becomes available. This legislation is directed towards listed public companies, as private companies are not under an obligation to hold AGMs and any shareholder decisions can also take place by alternative means, by the circulation of written resolutions or in accordance with the procedure set out in a company’s articles.
However, if you are anticipating decisions will need to be taken by shareholders such as the adoption of new articles of association, the granting of authority to directors to allot further shares or the disapplication of pre-emption rights, then you should consult your articles of association and any shareholders agreement that may be in place to work through (i) the relevant approval thresholds, (ii) the identity of the shareholders and the signatories who will need to sign, and (iii) the means by which the approvals can be given (including the review of notice periods).
Guidance for dealing with COVID-19
We have created a COVID-19 guidance hub. This is updated daily with content tailored for our clients and their needs. Click here to view.
This publication is a general summary of the law. It should not replace legal advice tailored to your specific circumstances.
© Farrer & Co LLP, March 2020