Maximising Companies House Filing Success

As part of the implementation of the Economic Crime and Corporate Transparency Act 2023, on 4 March 2024 Companies House gained a range of new powers. In these first few months, we have already seen a more active Registrar, proactively challenging both new filings submitted and information already on the public register.

In the Inform Direct software, we provide a lot of helpful information and carefully crafted validation to help you get submissions right first time. That’s why a filing made in Inform Direct is nearly three times less likely to be rejected than if it’s made elsewhere. But we’re always looking at how we and our users can ensure submissions are accepted and minimise the risk of the Registrar writing out to you or your clients requiring rectifying action – and this article shares some of what we’ve seen since 4 March.

More stringent checks by Companies House have, however, led to slower response times on new company formations. The Registrar aims to deal with all submissions within two working days. However, we – and exactly the same is true for submissions made outside Inform Direct, which go into the same queue – are still seeing some new formations take longer than this. Hopefully this is temporary, as procedures are ironed out and new staff at Companies House recruited and trained. In the meantime, we continue to monitor all formation submissions to help ensure they are attended to as promptly as possible, although we cannot ask Companies House to prioritise any particular case.

If you have an urgent formation to complete, you should consider using the same day incorporation service. There is an additional £28 Companies House fee (on top of the £50 incorporation fee) for this. If submitted before 2.30pm, a same day submission will be incorporated on that day – sometimes, indeed, it is almost immediate -providing there is no reason for Companies House to reject the submission.

Address changes

Across all submissions, Companies House is now applying stricter validation to ensure that addresses are both valid and correctly formatted.

Addresses are now checked to ensure they appear on the Royal Mail postcode checker, and at least roughly are presented in the same format. If they are unable to verify an address using Royal Mail, Companies House may consult other sources such as Google, but it is at least as likely that the submission will be rejected.

This applies to various address types:

• Registered office address (and SAIL address)
• Officer and PSC service addresses
• Residential addresses of officers and PSCs
• Shareholder contact addresses (supplied on formation of a company)

We recommend checking the formatting of all addresses prior to submission. That’s particularly valuable for company formations, because a single address rejection within a company formation request will cause the entire formation to fail and require re-submission.

If you discover an address you regularly use is not displayed at all or as expected by Royal Mail, you should consider contacting them to update their postcode checker tool. We have already helped a number of accountants to get their own office address listed correctly to avoid future rejections.

PSC records

The Registrar is now more proactively checking information related to companies’ Persons with Significant Control (PSCs), with a team dedicated to PSC data integrity. Companies House’s commitment extends both to the submission of changes to a company’s PSCs, but also information already on the public register.

If errors, inconsistencies or other discrepancies are found, they will contact the company to request that amendments are made to correct the position. The types of issues that are identified include:

• A major shareholder not recorded as a PSC when it looks like they should be
• A failure to update PSCs and their control reasons (especially relating to the bands for percentage of shares and voting rights held) when shares are allotted or transferred, often with the result that one or more shareholders become or cease to be a PSC
• Incorrect control reasons recorded for a PSC. This includes examples where not enough control reasons are selected (voting rights usually follow the percentage of shares held, for example). It can also occur when too many control reasons are identified – especially in the early days of the PSC regime, some chose to select an overly wide range of control reasons, which is likely not to be correct
• The same PSC recorded for the same company multiple times
• Incorrect details for a Relevant Legal Entity, including (for example) the name of the register on which the company appears matching the legal form of the RLE and the law under which it is governed

A review of the PSC records held is therefore recommended, perhaps when producing the company’s annual confirmation statement. We have a range of helpful articles to assist with the understanding the PSC regime, starting with What is a person with significant control?

We’ve also produced a number of support guides, which can help you easily make any corrective submissions required.

Other suggestions

From reviewing tens of thousands of submissions in Inform Direct since March – the vast majority of which were successful! – we’ve built this additional list of tips for successful submissions. Many of these are obvious, but they often make the difference between a quick acceptance and having to repeat a submission. It’s worth noting that, just because a similar submission was accepted in the past – especially before 4 March 2024, when checking of information was often less stringent – does not at all mean it will be accepted now.

1. The residential address field requires a correct residential address. Commonly, someone might try to submit a business address through fear of a residential address appearing on the public record, but this is extremely likely to lead to rejection. It’s also not required to ensure privacy: the residential address remains private. It is only the registered office address, service addresses and shareholder contact address (provided at incorporation only) which are displayed on the public record.
2. Full names must be provided for company officers and PSCs. Initials will typically be rejected automatically.
3. Similarly, a valid personal title for an officer or PSC must be provided. That could be as simple as ‘Mr’, ‘Mrs’ or ‘Ms’, while there is also extensive support for other titles such as ‘Dr’ or ‘Lord’ where appropriate. The Registrar is not looking for the person’s title within the company, so will reject ‘Director’ or ‘CEO’, for example.
4. A company’s accounting reference date can only be changed for the period which the company is in, and the immediately previous period. To be able to make a successful change, the accounts for that period cannot already be overdue.
5. The registered office address of a company must be based within the country that they are located. Companies can be based in England & Wales, Wales, Scotland or Northern Ireland. The address must be within the location specified. A company based in Scotland, for example, cannot have a registered office address in London – even if that is where its accountant is based. This applies at incorporation and for subsequent registered office address changes.
6. On company formation, subscribers must have legal personality. For example, a charitable trust cannot be a subscriber unless it is also a registered limited company. If it is not a registered limited company then a representative of the trust must be shown as the subscriber rather than the trust itself.
7. In particular, forming a company with an overseas corporate shareholder is now likely to require evidence of the subscriber’s legal personality. A statement should provided in this scenario to state: ‘******* is registered under the ****** Law in ******and has legal personality.’. Providing this prior to the incorporation submission will help to increase the chance that it is accepted first time.
8. The standard requirements for prescribed particulars or rights that attach to shares appear to be being checked more thoroughly.
9. Similarly, the rules on company names are being applied more effectively. That includes the changes to the rules on company names that applied from 4 March 2024. Often, evidence will be required for a particular company name, and it is helpful to seek that in advance so it is available to be submitted as part of the company formation request.