Role and Duties of a Sole (Acting) Company Director

1. Accounts

All limited companies, whether trading or not, must keep accounting records and file accounts for each accounting period with the Registrar.

Unless a company is claiming exemption as a medium-sized, small, audit-exempt or dormant company, the accounts will include:

1. a directors’ report signed by a director;
2. a balance sheet signed by a director;
3. a profit and loss account (or income and expenditure account if the company is not trading for profit);
4. an auditors’ report signed by the auditor;
5. notes to the accounts; and
6. group accounts (if appropriate).

Director is personally responsible for ensuring that accounts are prepared and delivered to Companies House. Failure to do so may result in a criminal conviction and record for the director(s) and will result in financial penalties for the company.

2. Annual returns (Form 363)

An annual return is a snapshot of general information about a company giving details of its director, registered office address, shareholders and share capital.

Companies House will send a pre-printed ’shuttle’ annual return form to the company’s registered office each year. It details the information already held on their database.

The details should be:

1. checked closely (and amended if necessary);
2. signed and dated; and
3. returned to us within 28 days of the date shown on the form, with the filing fee.

If you file the annual return late or not at all, the company and its director(s) can be prosecuted.

Please note that annual returns are quite separate from annual accounts.

3. Change of accounting reference date - Form 225

Every company has an accounting reference date, which is the date to which the company’s accounts are prepared each year. This date can be changed using Form 225.

4. Change of registered office - Form 287

It is vital that you keep us informed of the location of your registered office. All formal communications are sent there.

Every company must have a registered office: it is the ‘home’ of the company to which all official documents, notices and court papers have to be sent by law. The address must be a physical location, not just a post office box. This is because people have the right to visit your office to inspect certain registers and documents, and to deliver documents by hand.

You can change your registered office address by sending a completed Form 287 to the Registrar.

5. Change of directors and secretary and their details - Forms 288

There are three types of Form 288.

1. Form 288(a) is used for the appointment of an officer.
2. Form 288(b) is used for an officer ceasing to act (resignation, removal, death etc).
3. Form 288(c) is used for a change in details of an officer, for example, a change of name or new residential address.

All changes to directors’ details must be sent to the Registrar within 14 days of the change.

6. Allotments of shares - Form 88(2)

This form should be sent to Companies House within one month of the shares being allotted.

7. Resolutions

Copies of any special or extraordinary resolutions and certain types of ordinary resolutions, need to be sent to Companies House within 15 days of them being passed by the company - ‘Resolutions’, gives more information about this. When a resolution alters the memorandum or articles of a company, a copy of the amended document must also be sent in at the same time as the resolution.

8. Mortgages and charges

Details of any mortgage or charge created by the company must be sent to Companies House within 21 days.

Quality of documents

1. What happens to documents sent to Companies House?

The documents and forms you deliver to Companies House are scanned to produce an electronic image. The original documents are then stored, and the electronic image is used as the working document.

When your business contacts view the company record, they see the electronic image reproduced on-line. So it is important not only that the original is legible, but that it can also produce a clear copy.

2. What happens if my documents do not meet the guidelines?

Section 706 of the Act allows Companies House to reject documents that cannot be captured electronically, giving a notice saying why they are unacceptable. An acceptable copy must be delivered within 14 days of the notice (otherwise we treat the original as not having been delivered).