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Checklist for New Limited Companies

Sam Mallabar

The administrative requirements of running a limited company are more complex and stringent than sole trader obligations.

It’s important to be aware of your legal responsibilities as a company director and the various reporting and filing deadlines you have to meet throughout the year. This checklist provides an overview of what you need to know. 

Register for business taxes

Companies House will tell HMRC when your company has been incorporated. You will receive correspondence from HMRC at your registered office address with information about registering for business taxes, such as Corporation Tax, VAT and PAYE. If you are not going to start trading for some time, or at all, you should contact HMRC via the Corporation Tax office to inform them that your company is dormant.

Register as an employer

If you plan to take on employees or pay yourself a director’s salary, you must register your business as an employer. This can be done online and must be completed at least 2 weeks before paying anyone. You may have to operate PAYE as part of your payroll system. PAYE is used to deduct Income Tax and National Insurance from your director’s salary and employees’ wages.

Maintain statutory registers

Companies must keep a number of official registers at their inspection location, which may be the registered office or a Single Alternative Inspection Location (SAIL address). The registers you will have to create and maintain are:

  • Register of directors.
  • Register of members (shareholders or guarantors).
  • Register of People with Significant Control (PSC).
  • Register of directors’ usual residential addresses.
  • Register of company secretaries (if a secretary is appointed).
  • Register of charges (e.g. financial liabilities) registered against any property owned by the company’s.

Anyone may request to inspect these records at any time, so you must ensure they are always up to date and made available for inspection. Companies House must be aware of the location of these records at all times. If they move from the registered office to a SAIL address, or vice versa, you must tell Companies House immediately.

A new option for maintaining information on certain registers came into effect on June 30th 2016. Rather than keeping its own statutory registers of members, PSCs, directors, secretaries, and directors’ usual residential addresses, a private company may now choose to send the information usually kept on these registers to the central public register at Companies House. Full guidance on the new rules.

In addition to the aforementioned statutory registers, companies are also required to keep copies of members’ resolutions, minutes of meetings, and detailed accounting records (including receipts, invoices and bank statements) about income, expenditure, assets, debts and goods bought and sold.

File a Confirmation Statement

The confirmation statement is an annual filing requirement that must be delivered to Companies House every 12 months. It was introduced on 30th June 2016 to replace the annual return. The purpose of the statement is simply to confirm with Companies House that the following company details on the central public register are correct and up to date at that time:

– Company name

– Registered office address

  • SAIL address (if you have one)
  • Nature of business activities (SIC codes)
  • Information about directors and secretaries
  • Name and shareholdings of each shareholder
  • Details of all people with significant control (PSCs) of the company
  • Issued share capital
  • Trading status of shares

The due date for confirming this information (and updating where relevant), which is known as the ‘confirmation date’, is the anniversary of company registration or anniversary of the previous confirmation date. You have 14 days after that date to file the statement at Companies House.

Prepare Annual Accounts and a Company Tax Return

Annual accounts must be delivered to Companies House and HMRC at the end of your company’s financial year. Depending on your annual profits, you may be able to submit abbreviated accounts to Companies House. These are much more straightforward than full statutory accounts.

The deadline for delivering your first accounts to Companies House is 21 months after the date of incorporation. After the first year, your accounts will be due 9 months after your financial year-end. The end of your company’s financial year is called the ‘accounting reference date’ (or ‘ARD’) and it normally falls on the same date each year. 

For HMRC, you will be required to prepare full statutory accounts to accompany your annual Company Tax Return and work out how much Corporation Tax your company owes on its trading profits. The deadline for delivering the accounts and tax return to HMRC is 12 months after your Corporation Tax accounting period ends. Your accounting period will most likely be the same period of time covered by your annual accounts.

Pay Corporation Tax

Companies must pay Corporation Tax on all taxable income. Wages, salaries, costs and expenses are not taxable. You must pay any Corporation Tax owed by your company to HMRC on a yearly basis. The payment must reach HMRC no later than 9 months and 1 day after the end of your Corporation Tax accounting period. If you don’t owe anything, you will need to inform HMRC of this fact, unless your company has been registered as dormant for the entire accounting period. 

Please note: Payment of Corporation Tax is due before the Company Tax Return for the same period!

Report Changes

You must notify Companies House using the relevant form if you make any changes to the following:

  • Change of company name
  • Registered office address
  • SAIL address
  • Location of statutory registers
  • Director’s addresses
  • Appointment or termination of director or secretary
  • Issued share capital
  • Articles of association
  • Nature of business activities

You must also contact HMRC if your business contact details changes or you appoint an accountant or tax advisor to deal with HMRC on your behalf.

Register for Self-Assessment

If you take any remuneration from your company, other than a director’s salary, you will be required to register for Self-Assessment and complete a tax return each year to report this additional income to HMRC. This will be necessary if you receive dividends from shareholdings or take a director’s loan.

Dormant company requirements

Even if your company is dormant (not trading), you must still maintain statutory registers, report changes, and prepare an annual confirmation statement and dormant accounts for Companies House.

There is no need to prepare full accounts or tax returns for HMRC unless your company is trading. Please be aware, however, that paying money in or out of a company bank account will cancel your dormant status and require the submission of full accounts. To avoid this, you should simply pay for business-related expenses through a personal bank account until you are ready to trade through your company.

For further information about running a limited company, take a look at this detailed guidance from GOV.UK