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05th May 2020

COVID-19: Companies House services – A Practical Update

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Companies House have adopted a number of measures to tackle the challenges presented by the COVID-19 outbreak. All with a view to maintain services for their customers and support businesses in these unprecedented times whilst protecting the welfare of their employees.

Below is a summary of the various changes to date and some guidance you may find helpful:

Filings: online -vs- paper form

With most staff working from home, Companies House are currently experiencing significant delays in processing paper documents. Additionally, and except for the extension of the filing deadline for annual accounts (see below), there have been no changes to time limits for filing. If you submit documents on paper and they are rejected by the examiner some weeks after submission, you may find yourself outside the time limit for registration. This is particularly important in relation to the registration of charges (where security must be registered within 21 days, otherwise it may well be unenforceable) and for the filing of a company’s annual accounts.

Where possible, it is therefore advisable to carry out filings online. Many forms such as registration of charges, confirmation statements, annual accounts, appointments and removals of company officers, can be filed using the Webfiling service of Companies House. The full list of online forms is available here.  In our experience, there are presently no delays in registration of documents submitted online, and if you do not yet have an account, the registration for online services is straightforward.

Filings: emergency online filing service

Additionally, Companies House have now introduced an emergency online filing service to upload the registrar’s powers forms, such as applications for second filings or requests for rectification of the register. The full list of the registrar’s powers forms and the uploading facility can be accessed here.

Companies House are working hard to extend such filing service (with payment facilities) to other forms and documents which are not currently available for filing online (such as copies of special resolutions, share capital forms, etc). A further update will be provided when this becomes available.

Same day services are suspended

All same day services have been suspended including incorporation of companies, change of name or reduction of capital. This must be borne in mind where the filing has legal effect, and not merely a notice to the registrar; and particularly where online services are not available (such as for the reduction of share capital). The likely delay in such registration must be taken into account as part of your transaction (for example, in demerger or reconstruction matters).

Filing of annual accounts

If your business is affected by COVID-19 and you find yourself unable to file your company’s annual accounts on time, you can apply online for a three months extension but the application must submitted before the filing deadline.

The application process is stated to take just 15 minutes to complete and the extension will be automatically granted if the grounds for the application are stated as COVID-19 or related health matters. Please note, however, that companies that have already extended their filing deadline, or shortened their accounting reference period, may not be eligible for an extension.

If companies do not apply for an extension in time before the deadline and accounts are filed late, an automatic penalty will be imposed by Companies House (which have little discretion in the matter). Late filing penalty appeals can be made by citing COVID-19 as an exceptional circumstance and will be treated on a case by case basis but sympathetically. Additionally, it was announced that Companies House may provide a break for companies to pay penalties as well as additional support with payment plans for penalties although no details of such measures have been published and who would be entitled to them.

Striking off

Companies House have also announced that striking off processes have been suspended. This applies to administrative and voluntary striking off applications. More details can be found in David Browne’s article here

Registration of repurchase of share capital

When filing form SH03 for a repurchase of shares, the form must first be sent to HMRC for stamping (and stamp duty paid) if the amount payable for the shares is above £1,000. HMRC has put in place an electronic service to replace their usual paper stamping service. Form SH03 must be submitted to HMRC by email who will issue a confirmation letter instead of stamping the form.

Companies House has announced that will accept and register an unstamped Form SH03 if it is accompanied by a letter from HMRC confirming that stamp duty has been paid.
    Companies House is closely monitoring the situation and will review all the above processes on a regular basis. We will publish any further details as and when circumstances change. However, in the meantime, if you require further information or assistance with anything covered in this article, please click here to email Anne-Sophie Reynolds.