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Companies House COVID-19 Measures

15.05.2020 Corporate

Melanie Kincaid

Melanie Kincaid Head of Corporate Support Services

UK companies have been impacted not only with uncertainties surrounding operation of their businesses, but also with their routine dealings with the Registrar of Companies. Arrangements for filing and obtaining company information has changed, so we have provided a summary of key changes and actions taken by Companies House in response to COVID-19 so far.

Companies House call centre

The Companies House call centre on 0303 123 4500 is currently closed, and any questions you may have should be sent to their general enquiries email address. We are finding that responses are being sent within a couple of days.

The email to use is enquiries@companieshouse.gov.uk

Paper document submissions

There are restrictions to public access to Companies House offices and for the delivery of paper documents. 

No same day services are available for processing paper documents for the time being, so incorporations, changes of name, capital reduction applications etc. are being dealt with on their standard time scales.

While Companies House do warn that there may be delays in processing paper documents, we are finding that these are being processed within the usual time scales at the time of writing.

Belfast

This office is closed to the public but you can deliver any paper documents, in a sealed envelope, to the reception desk on the ground floor of The Linenhall (Monday to Friday, 10am to 4pm excluding holidays). They are still accepting deliveries from Royal Mail but unable to produce receipts or proof of delivery.

Edinburgh

This office is closed to the public but you can deliver any paper documents to the Companies House letterbox next to the office building. They are still accepting deliveries from Royal Mail (except on Wednesdays) and DX post. 

London

This office is closed to the public. There is no letterbox at the office - you must send all mail directly to the Cardiff office at Companies House, Crown Way, Cardiff CF14 3UZ .

Online and Software submissions

These are operating normally, with the exception of same day services, which are also not an option with this delivery method. However, we have found that on occasion some software filing services have actually been processed on a same day basis where only standard service has been made available, but this of course cannot be guaranteed.

If you need to know if particular document type is able to be filed electronically and need assistance with this, please get in touch.

Emergency Filing Service

The new emergency filing service is currently enabled to file Registrar’s Powers documents - RP02A and LL RP02A, RP02B and LL RP02B, RP03 and LL RP03, RP06, RP07 and LL RP07 and RPCH01 and RP LLCH01 only.

https://beta.companieshouse.gov.uk/efs-submission/start

Further document types, and features such as payments and acknowledgments, will be added over time but as present they have not confirmed the extent of this.

This new service, when available, will only be for a selection of paper documents and forms that do not already have an online or software filing option. This is to enable filings to be made that would otherwise have to be submitted in paper format to one of their physical locations.

Filing repurchase of shares (SH03) and schemes of arrangement

HMRC has introduced an electronic service to temporarily replace their usual Stamp Duty process.

The SH03 form is normally sent to HMRC for stamping if the purchase is above the duty payable threshold. This will still need to send your form to HMRC, but they will issue your company with a confirmation letter instead of stamping the form.

Companies House will accept and register an unstamped SH03 form if it’s accompanied by the letter from HMRC confirming that the correct duty has been paid.

Companies House will also accept and register court orders sanctioning schemes of arrangement which are accompanied by either the letter from HMRC confirming that the correct duty has been paid, or a letter from HMRC confirming that no duty is payable. The letter will not appear on the public register.

https://www.gov.uk/guidance/pay-stamp-duty

https://www.gov.uk/guidance/stamp-duty-on-shares

Document ordering

Companies House are currently unable to offer their ordering service for older documents not shown on the filing history of Companies House Direct (CHD) or DVD-ROM/archived documents.

Certificate ordering (e.g. certificates of good standing) are still able to be ordered via CHD if you have an account, and can be posted out to an address of your choosing - although no same day service or advance email is available at the present time.

https://direct.companieshouse.gov.uk/

If you do not have a CHD account, please contact us and we can order on your behalf.

Accounts filing

Companies House are aware that during these uncertain times there will be an element of disruption to UK companies and their potential ability to file key documents, in particular company accounts which can attract not only late filing penalties, but potentially Registrar action for strike off and civil penalties for non-compliance.

If accounts will be late because a company is affected by coronavirus and the filing deadline has not yet passed, you can apply for an automatic and immediate 3 month extension to file the accounts. However companies that have already extended their filing deadline, or shortened their accounting reference period, may not be eligible for this extension.

You must apply to extend you accounts filing deadline online before the filing deadline. You will need the company number, information about why you need more time any documents to support your application if applicable. The following link should be used as Companies House will not accept applications via email.

https://beta.companieshouse.gov.uk/extensions

It is taking longer than usual to process applications because of Companies House’s own constraints due to coronavirus. This means you may have applied for more time to file accounts, but not had confirmation that it’s been accepted.

You may receive a letter from Companies House chasing for outstanding accounts, but you can ignore this letter if you have evidence that you’ve applied for an extension before your filing deadline.

https://www.gov.uk/guidance/apply-for-more-time-to-file-your-companys-accounts

Company Strike-Off

Companies House will continue to write to companies who are late filing their annual accounts or confirmation statements to help them bring their record up to date. 

For a temporary period, they will:

  • ease strike off activity
  • treat late filing penalty appeals sympathetically - if the late delivery of accounts was caused by the coronavirus outbreak
  • provide a break for companies to pay late filing penalties
  • provide additional support with payment plans for late filing penalties

Voluntary strike off (DS01 route)

When Companies House have registered an application to strike off a company, they will publish a notice in the Gazette as usual. This is to tell the public that the company is applying to be struck off the register. However, they will suspend any further action to strike off and dissolve the company. This is being done to protect creditors and any other interested parties who may wish to object to the company being struck off.

This is a temporary measure and they will be reviewing the impact of coronavirus from 1 June 2020 and publish a guidance update on their website.

Strike off by the Registrar

Companies that do not file their annual accounts or confirmation statement will normally receive 2 letters from Companies House. A notice is then published in the Gazette to tell the public that the Registrar intends to strike off the company.

Companies House will continue to write to companies if their annual accounts or confirmation statement is overdue - but they will not publish the Gazette notice. This will help businesses file any outstanding documents and bring their record up to date.

Late filing penalties

If you do not apply for an extension before your filing deadline, and your accounts have been filed late, an automatic penalty will be imposed. The Registrar has very limited discretion to not collect a penalty, however you may wish to make an appeal.

Each appeal is treated on a case-by-case basis, and Companies House have policies in place to deal with appeals based upon unforeseen poor health. They will consider appeals based upon coronavirus under these policies.

https://www.gov.uk/government/publications/late-filing-penalties#sending-an-appeal

https://www.gov.uk/government/publications/late-filing-penalties

How Ince can help

We hope that you have found this summary to be useful. Should you require any further guidance or assistance with company filings or document ordering during this time, or need to address any other aspects of corporate administration please email cosec@incegd.com

Article authors:

Melanie Kincaid