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Post Incorporation FAQs

Now you've registered your company, we want to provide you with as much information as possible, below is a list of the most frequently asked questions our customer have asked us post incorporation:

 

 

When will I receive my certificates?

 

Companies House intends to issue your certificates as soon as your company’s registration has been approved. If you incorporate using an online agent, such as Smarta, you can expect to receive a digital copy (in the format of a PDF) via email, within three working hours of your request to form a business.

 

If you register using the postal application process, Companies House will endeavour to mail your certificates within a few working days, following the approval of your application. However, you should note, that postal applications can take 8-10 days to process.

 

If you incorporate with Smarta, using our Silver – or above – packages then we will also send you a copy of your certificates via the post within 3-5 working days after Companies House approve your application.

 

 

When do I get my UTR number / What is a UTR number?

 

Your UTR number – or unique taxpayer reference number – is a 10-digit unique code (and may end with a ‘K’), issued by HMRC, if you register to file self-assessment tax. In the same way that your National Insurance Number does, your UTR number stays with you for your entire life.

 

Note: you cannot use your personal UTR number for a business you have set up – it will require a separate UTR number.

 

 

How do I register for a UTR number?

 

HMRC will send you your UTR number when you register to fill in a tax return – you would do this if you were self-employed, for example, as a sole trader. If you found a limited company, you will also be issued a UTR number. When registering a business, HMRC automatically qualifies you for self-assessment tax returns and Class 2 National Insurance.

 

You should register for a UTR number as soon as you can after starting your business.

 

If you stop submitting your self-assessment tax return, for any period, then your UTR number becomes dormant. However, as soon as you begin filing tax returns, it reactivates.

 

 

Where do I find my UTR number?

 

If you have already registered for a UTR number, then you can find it on any previous tax returns (Form SA100), or any ‘Notice(s) to complete a Tax Return’ (Form SA316) you have received from HMRC.

 

Otherwise, you can find your UTR number via logging onto your HMRC online account.

 

 

Information on Confirmation Statements.

 

Confirmation statements (form CS01, previously known as annual returns) are simply used by the UK Gov to confirm that the information they hold about your current business is up to date. The statements should be filled annually, and within 14-days of the end of your review period.

 

Before you file your statement, you should use the Companies House Service to check the information they already hold about your company. If nothing has changed within the last 12-month review period then you still must file a confirmation Statement to certify that all the information is correct.

 

You can choose to file more than one confirmation statement a year if you wish. There is a cost for each annual statement but, after the first, you will not have to pay to file additional statements that year. To file online, you can do this in the Smarta Formations portal for £35+VAT - if your company was not formed through Smarta, you're able to import your company and then file for your confirmation statement. Alternatively, you can also file a paper statement via the postal service, but this has an increased cost of £40.

 

Your review period is another name your business’s accounting period, therefore, you should be looking to file your annual confirmation statement in the last two weeks before your company’s incorporation anniversary.

 

The information which the confirmation statement covers is quite general: you will be asked, for example, to change or confirm information about your business’s directors, shareholders and registered office address. 

 

Furthermore, there is an additional section to the confirmation statement which only has to be filled in if any of the following apply:

 

  • a change in your SIC code
  • statement of capital
  • to note trades within shares and edit shareholder information
  • if you are exempt from keeping a company register

 

 

What do I need to do if I want to change my company name/address/dissolve?

 

Changing your registered office address

 

When every company is incorporated, as a part of form IN01, you must register a specific address for your business. This acts like a HQ – here is where all official letters and documentation will be sent by Companies House and HMRC, and this address is also where you should store the business’s articles and memorandum of association.

 

It’s not uncommon for businesses – both small and large – to change location and, in many cases, this also means having to officially alter your registered office address. Unlike many of the bureaucratic processes encountered when running your own start-up, changing your address is fairly straightforward.

 

You can edit your company’s registered office address at any time, however, it must remain within the region in which the business was incorporated. For instance, if you formed your business in the region of England and Wales – you cannot move your registered office address to Scotland or Northern Ireland.

 

Note: to change your company’s registered office address you need approval from all directors, and to pass a written resolution on the matter. You should keep this documentation for the slim chance that Companies House ask for proof.

 

To inform Companies House and HMRC of such a change you must file form AD01; this can be done online or via the post. The form is only a couple of pages long and is quick to complete, requiring very little information. After receiving and approving the form, Companies House will change your business’s registered address within 24-hours.

 

Now, your business officially resides in a different location. Following this change, on your business’s website and any letters, business cards etcetera, you need to make sure that the address is updated as, by law, it is required to be correct and open to visitation.

 

 

Changing your company name

 

So, you incorporated your business under one title but, now, you’ve come up with a better idea and what to change your company’s name? No problem. You can change your company’s name any time after formation.

 

Note: when choosing your new business name, you should keep in mind all the rules about ‘sensitive’ words that previously applied. You can read our guide on business names here.

 

Before informing Companies House and HMRC of your change in name, it must be approved by members in a special resolution - or, if the power is dictated in your company’s articles of association, the directors can vote to change the name.

 

In terms of changing the name via the members, a general meeting should be called where 75% of all members (company officers and shareholders) agree to the alteration. If passed, a resolution should be created and delivered to Companies House along with form NM01, within 15-days of its passing. If the majority of directors have the power to and have agreed upon a name change then, you should file form NM04 and submit to Companies House. Either form can be filled out online or sent via post at no extra fee.

 

Now, you must wait for Companies House to approve your new business name. If they reject it, you will have to resort to using your old name, but you can attempt to alter it again immediately. If Companies House approves of the change, they will send you a ‘Certificate of Incorporation on Change of Name’. Once this has been received – by email or post – you can begin to operate under your new company name. You should also make sure to inform other third parties, such as your business bank.

 

 

Dissolving a company

 

Dissolving a company is the act of ‘striking off’ a business from the companies register at Companies House; it is the complete removal of your business.

 

Voluntary strike-offs can be a good thing. For instance, if you have set up a social enterprise with a set purpose that has now been fulfilled, a company director may believe that it is beneficial to dissolve the company. On the other hand, you may be retiring, and so unlikely to continue with the business in future. Thus, you may also believe that dissolving the company is the best call. Voluntary liquidation is only applicable for solvent companies.

 

An insolvent company can also go through a voluntary liquidation or they may be forced to liquidate due to debt. The entire liquidation process is overseen by an official liquidator.

 

However, if you want to take a break, but are likely to start trading again in future, then the dissolution of your business is not the right answer. It would be more beneficial for you to become a dormant company – becoming economically inactive with reduced taxation – but with the option to start-up again later.

 

Note: if you are dissolving your business you must not evade creditors. If it is found that you are avoiding notifying any creditor of your company’s dissolution, you could be liable to criminal persecution.

 

In order to apply to Companies House to dissolve your company, you must fit certain criteria:

 

  • Your business must not have changed names in the last three months
  • Your business must not have traded for the last three months
  • Your business must not be threatened by liquidation

 

The process of dissolution is fairly straightforward, and does not require the appointing of a liquidator. Before applying to dissolve a company, you should make sure any debts are taken care of, and creditors are fully paid. You must also close the company’s bank account and remove any assets. Following this, you should fill out form DS01 and file it to Companies House, paying a small fee of £10. You must also notify HMRC that your company is now ‘inactive’ even if it was never involved in the sale or purchase of goods. If no objection is raised within three months, then your company has been dissolved.

 

During the 12-month liquidation or ‘winding-up’ period, you should note that your business is still susceptible to Corporation tax. Before your business is fully dissolved, you need to file an annual Company Tax Return and make any Corporation tax payments, including any you may incur by the sale of assets as a part of the process of dissolution.

 

Any shareholders within the business also need to make the sale of all their shares before the business can be fully dissolved, and it is likely they will be liable to pay Capital Gains tax on any profits they make.

 

Once a company has been dissolved it will remained on Companies House’s register – noted as a dissolved company – for up to 20-years, at which point it will be archived.

 

If you have a change of heart, in some cases it is possible to restore a previously dissolved limited company by court order or Administrative Restoration. To restore a company by court order you must seek legal advice.

 

As a director or shareholder of the company at its time of winding-up, you can request Administrative Restoration through Companies House, however, this must be done within six years of the business’s dissolution. A fee of £100 and form RT01 are required, as well as official documentation to prove your previous position at the company. Companies House will then get back to you within 8-10 working days of processing the application to let you know if it was approved or rejected.

 

 

What are my annual requirements?

 

As the owner of a start-up or small business, with great power comes great responsibility. There are several things you need to make sure you are doing every year to keep your business afloat, as well as to keep Companies House and HMRC happy.

 

In this guide, we are going to briefly outline the different areas in which you have annual commitments. Here is a link to the UK Gov’s comprehensive guide, outlining which accounts every different type and size of business in the UK must file annually.

 

 

Tax returns

 

Whether your self-employed and registered to pay self assessment tax, or a trading business registered to pay VAT and Corporation tax, all business owners should remember to file their tax returns and make any payments each year.

 

For the majority of forms of taxation, the date you should file your return is different for every company. Usually, you would look to file tax returns just before end of each accounting period (12-month business period); the date depends on when your business was incorporated.

 

All forms of tax return can be filled both online or printed and sent via post. Payments can be made to HMRC in the form of cheques, bank transfers and BACS.

 

You should make sure that your tax returns are accurate and on time, as you can incur penalties if you fail to do either. Penalty fees increase as you file your returns or make tax payments at later and later dates.

 

Remember you can also claim refunds from HMRC if you accidentally pay too much tax. You can read more about tax returns and the penalties you could incur in Smarta’s comprehensive guides on all things tax. 

 

 

Book and record keeping

 

Whatever type of business you own or work at, you should be keeping on top of your record and book keeping. All businesses should be recording every incoming and outgoing. HMRC legally require all companies to keep records for up to five years in case they need to examine them for tax purposes.

 

In terms of what specific information you should be storing, HMRC expect you to keep a record any sales and income, as well as any business expenses. You should also keep tabs on the sale of any company shares, and any profit shareholders may make through the sale of their shares. Additionally, for tax records, you should keep any documentation to do with VAT, and the PAYE scheme if you have employees (this is sometimes known as keeping individual accounts). As a CEO or business owner it is also best to keep records about your own income as well.

 

When it comes to book keeping, having proof of all previous business transactions can be done in a vast number of ways. For example, you should keep all receipts that outline any transaction involving your business, as well as copies of bank statements and tax returns.

 

If you fail to book keep correctly, HMRC can fine you up to £3,000 and there is the slim that you can be disqualified from being a company officer for up to 15-years. We recommend that more than once a year you make sure all your business records are up-to-date and easily accessible. You could even hire an accountant or book-keeper to do the hard work for you. 


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