Corporate Governance & Regulation

There are a number of reasons why a limited company may no longer be required and can be shut down. This may be because the limited company structure no longer suits a client's needs, the business is no longer active, or the company is insolvent. You will usually need the agreement of all the company’s directors and shareholders to close down the company.

The method for closing down a limited company depends on whether it is solvent or insolvent. If the company is solvent, you can apply to get the company struck off the Register of Companies or start a members’ voluntary liquidation. The former method is usually the cheapest. You should also make sure that no business assets are left as any funds in business bank accounts could revert to the Crown.

Where a company is insolvent, the creditors’ voluntary liquidation process must be used. There are also special rules where the company has no director, for example if the sole director has passed away.

A company can also elect to become dormant. A company can stay dormant indefinitely, however there are costs associated with this option. This might be an option if, for example, a company is restructuring its operations or wants to retain a company name, brand or trademark. The costs of restarting a dormant company are typically less than forming a new company.

There is a significant amount of information that can be obtained from Companies House. Companies House is responsible for incorporating and dissolving limited companies, examining and storing company information and making company information available to the public.

Much of the company information available can be accessed free of charge. This is in line with the Government’s commitment to free data and means that all publicly available digital data held on the UK register of companies is accessible in this way. These records provide access to over 170 million digital records on companies and directors.

This includes:

• company information, for example registered address and date of incorporation
• current and resigned officers
• document images
• mortgage charge data
• previous company names
• insolvency information

There is also a service called WebCHeck. This allows you to view a company's filing history and purchase copies of document images as well as a selection of company reports. You can also elect to monitor a company and receive email alerts of any new documents filed at Companies House. This can be a useful thing to sign up for as this would help you ensure there are no unexpected filings made for your own company.

As well as filing accounts with Companies House, there is a further requirement to check that the information Companies House holds about your company is correct every year. This is facilitated by the filing of an annual company confirmation statement. The confirmation statement was introduced in June 2016 and replaced the annual return form.

A confirmation statement must usually be filed at Companies House once every 12 months and rather than resubmitting data every year, the confirmation statement only needs to be updated if you have changes to report. If there are no changes then you just need to confirm the information is correct and submit the statement.

The following details need to be checked:

• the details of your registered office, directors, secretary and the address where you keep your records
• your statement of capital and shareholder information if your company has shares
• your SIC code (the number that identifies what your company does)
• your register of 'people with significant control' (PSC)

Any necessary updates to the statement of capital, shareholder information and SIC codes can be made when submitting the confirmation statement. However, the confirmation statement cannot be used to report changes to your company’s officers, the registered office address, the address where you keep your records and people with significant control. These changes must be filed separately with Companies House and this should be done at the same time or prior to submitting the confirmation statement. The confirmation statement can be filed online (at a cost of £13) or by post (at a cost of £40).

A surprising amount of free information about companies is available from Companies House. This is in line with the government’s commitment to free data and ensures that all publicly available digital data held on the UK register of companies is accessible free of charge. These records provide access to over 170 million digital records on companies and directors.

They include:

• company information, for example registered address and date of incorporation
• current and resigned officers
• document images
• mortgage charge data
• previous company names
• insolvency information

Interested parties can also set up a free alert service at Companies House that allows you to receive email alerts of company transactions. The alert tells you instantly what’s been filed as soon as it’s been accepted. Clients can also follow their own company listings to ensure that no untoward filings are made.

A Close Company is broadly defined as a company that is controlled by:

• five or fewer participators or
• any number of participators who are also directors or
• where more than half the assets would be distributed to five or fewer participators, or to participators who are directors, in the event of the winding up of the company.

A participator is broadly somebody who has a share or interest in the capital or income of a company, such as having share capital, voting rights or a right to capital on winding up of the company. This can be a shareholder, director or a loan creditor.

Most small private companies will meet the definition of a Close Company and there are some specific tax rules that apply to these companies, for example, where a close company pays for personal expenses of a director, or makes a loan to one of its participators.

Limited Liability Partnerships (LLPs) retain the flexibility of a partnership with the added advantage that a partners personal liability is limited. At least two members must be ‘designated members’ and the law places extra responsibilities on them.

For Capital Gains Tax purposes, the transfer of a business from a partnership to a LLP will not constitute a disposal by the partners of their interests in the original partnership’s assets unless their fractional interests in partnership assets are changed as a result of the transfer.

In addition, the transfer to an LLP of a partner’s rights to an annuity and/or the transfer of obligations to former partners in respect of annuities will, not be regarded as a chargeable disposal by the original partnership provided that the rights remain substantially the same.

The formation of an LLP is generally more complex and costly than that of a conventional partnership. Problems can still arise when there are disagreements between the members. There is also the prospect of paying more tax on high profits than for companies.

Since April 2018 company directors and other eligible people such as company secretaries, people with significant control (PSC) and LLP members can apply to remove their personal addresses from the UK’s official company register on Companies House.

Prior to the introduction of this law it was only possible for a director to ask for their personal address to be hidden from personal view if they could demonstrate that they were at a serious personal risk of violence or intimidation.

Company directors and others are still required to provide an alternative correspondence address if they are appointed to a live company. If they are no longer appointed to a company, then an alternative address is not required and only the first half of their postcode will be made available to the public.

Planning note

There is a charge of £55 per document where a director wants to suppress their home address. The option to remove your home address from the public register is not available if the home address is the same as the company’s registered office address.

There are Late Filing Penalties which are designed to encourage companies to file their accounts and reports on time. The penalties were first introduced in 1992 and were significantly increased from February 2009. All companies, private and public, large or small, trading or non-trading must send their accounts to Companies House. The late filing penalties guide has recently been updated although there have been no changes to the penalty amounts.

The table of penalties for late submission is as follows:

How late are the accounts delivered	Penalty – Private Company	Penalty – PLC
Not more than one month	£150	£750
More than one month but not more than three months	£375	£1,500
More than three months but not more than six months	£750	£3,000
More than six months	£1,500	£7,500

 
Failure to file confirmation statements or accounts is a criminal offence, and which could see directors personally fined in the criminal courts. Late penalties which are unpaid will be referred to collection agents and may result in a County Court judgement or a Sheriff Court decree against the company.

It is possible to appeal against a penalty, but it will only be successful if the appellant is able to demonstrate that the circumstances of the late filing were exceptional.

A Company Voluntary Arrangement or CVA is a special arrangement that allows a company with debt problems or that is insolvent to reach a voluntary agreement to pay its business creditors over a fixed period of time. The arrangement is similar to the more well-known Individual Voluntary Arrangement (IVA) that can be used by a sole-trader or self-employed person who is unable to pay their debts.

An application for a CVA can only be made with the agreement of all directors of the company in question or all of the partners of a limited liability partnership (LLP). A CVA can only be realised by using an insolvency practitioner who would be responsible for setting up the arrangement and administering it.

Once an insolvency practitioner has been appointed, the following steps will take place:

1. The insolvency practitioner will work out an ‘arrangement’ covering the amount of debt the company can pay and a payment schedule. They must do this within a month of being appointed.


2. The insolvency practitioner will write to creditors about the arrangement and invite them to vote on it.


3. To get a CVA, it must be approved by creditors who are owed at least 75% of the overall debt.

If the agreement is approved and the company does not meet the terms of the CVA, then any of the creditors can apply to have the business wound up.

After the end of its financial year, a private limited company must prepare full annual accounts and a company tax return. The deadline for filing the first set of accounts with Companies House is 21 months after the date the company was registered with Companies House. Annual accounts must be submitted 9 months after the company’s financial year ends.

There is a fixed date for the payment of Corporation Tax which is 9 months and 1 day after the end of the relevant accounting period. Note that a company is usually required to pay the tax due in advance of the filing deadline for a company tax return.

In most cases a company’s tax return must be submitted within 12 months from the end of their accounting period. Online Corporation Tax filing has been compulsory for company tax returns delivered after 31 March 2011 for accounting periods ending after 31 March 2010. Company tax returns have to be filed using the iXBRL data standard using either HMRC’s own software or third-party commercial software.

The accounting period for Corporation Tax is usually the same 12 month period as the company’s financial year.