Company directors and secretaries perform many duties, one of the most important being reporting changes to Companies House when appropriate.
Failure to report significant changes such as a change to where records are being kept can have detrimental consequences on both directors and the company.
Companies may be fined up to £5,000 if they fail to adhere to legal requirements regarding the information of company records, whilst directors can be fined and even disqualified or prosecuted if they are found to be in breach of their duties by neglecting to maintain company records.
Why do companies have to report changes?
Limited companies and LLPs (Limited Liability Partnerships) must disclose certain information to Companies House in exchange for limited liability. However companies must also be aware that a majority of the information will then be made accessible to the public via Companies Register.
Reporting changes is a legal requirement for companies and directors because it enhances both the accuracy and reliability of the information held on the Companies House register, which creates a culture of transparency, governance and accountability.
How to Report Changes to Your Company Records
There are a number of changes directors and secretaries must report to Companies House.
A SAIL address, otherwise known as a Single Alternative Inspection Location, is an alternative address that companies and LLPs can use to store their company records at, as opposed keeping them at the registered office address.
A company may wish to use a SAIL address for a multitude of reasons including:
- The company’s registered office address is also a directors residential address and the director does not wish to accommodate public inspection at their residential address
- The company’s registered office is in a rural location, inaccessible, or virtual
- Inspecting the company records at the registered office is impractical because it is not staffed regularly
- The company’s registered office is not an appropriate location to store records or accept inspection visits, e.g: it is a busy workshop or small studio
SAIL Address requirements
Before a company registers a SAIL address they must ensure it meets the following requirements:
- The Limited Company must only have one SAIL address at any time
- The Limited Company’s SAIL address must be located in the same part of the United Kingdom as the company’s registered office address which should also be the same jurisdiction in which the company is incorporated.
- SAIL addresses must be full, physical postal addresses, i.e not virtual or PO Box numbers
- Company records must only be stored at one location. They can be stored at either the Company’s registered office address, or the SAIL address. It is not possible to store some records in one address, and the rest at another for example.
Inform Companies House of a new SAIL Address
If a company wishes to register or change their SAIL address they must use Form AD02 Register a Single Alternative Location Inspection.
Move Company Records to a SAIL Address
Companies wishing to move records to a SAIL address must complete Form AD03 prior to the movement of paperwork taking place.
Moving Records to a Registered Office Address
Just as companies may register a SAIL address in which to store their records, some companies may choose to move their records back to the registered office address.
Reasons for the change could include:
- The company’s registered office address has previously been virtual, or remote and is now in a physical location
- The company’s registered office address has previously been a residential address and has now changed to a physical commercial address
- The company’s previous registered office address was not a suitable location to store records or hold inspections, but the location has since changed or been renovated and is now appropriate
Whilst it may seem common sense to transfer records from one location to another, Companies House must be informed of which records are moving from which address so that their records are correct for correspondence and the public residence.
Inform Companies House of Moving Records to a Registered Address
Companies that will be transferring records from one address to be stored at the registered address must ensure that they complete Form AD04 before the move transpires.
Updating or Changing the Central Register
The Small Business, Enterprise and Employment Act of 2015 introduced the option for private companies to keep information about their companies, directors, persons of significant control (PSCs) and secretaries on a centrally held register at Companies House as opposed to their own statutory register.
Choosing to keep information on the central register is referred to as an “election” and this is made by those wishing to incorporate a private company, e.g directors. The election notice is put forward to the registrar of companies and only takes effect once it is registered by the registrar.
The notice must contain all the information that will be included in the register including addresses and other member information, and statements from relevant members must accompany the election notice affirming that members do wish to put forward the notice.
Once the information is present on the Central Register the company then upholds the responsibility to maintain the information as accurately, correctly and astutely as possible.
To do this, companies will need to fill in a variety of forms depending on the changes they will be making.
Electing to Keep Information on the Central (Public) Register
Companies wishing to put forward a notice to keep information on the Central Register must fill out the following forms which pertain to members of the company whose information will be stored:
- Form EH01 referring to electing to keep Directors Information on the Public Register
- Form EH02 referring to electing to keep Directors Residential Address Information on the Public Register
- Form EH03 referring to electing to keep Secretaries information on the Public Register
- Form EH04 referring to electing to keep Persons of Significant Control (PSCs) on the Public Register
- Form EH05 referring to electing to keep Members information on the Public Register
Electing to Update Information on the Central (Public) Register
Companies wishing to update information held regarding members on the public register must use Form EH06 which gives notice of updated information.
Electing to Withdraw Information on the Central (Public) Register
Companies can withdraw information held on the central register at any time for a number of reasons, including information changing or directors, members, PSCs, or secretaries leaving. To make a notice of withdrawal companies must fill out one of the following forms:
- Form EW01 referring to withdrawing an election to keep Directors information on the public register
- Form EW02 referring to withdrawing an election to keep Directors residential address information on the public register
- Form EW03 referring to withdrawing an election to keep secretaries information on the public register
- Form EW04 referring to withdrawing an election to keep information regarding people with significant control (PSC) on the public register
- Form EW05 referring to withdrawing an election to keep members’ information on the public register