Flat Management Companies: As Modified by The Companies Act 2006

As modified by the Companies Act 2006
Flat Management Companies

GBA9

Mai 2009

Version 15

BERR
Department for Business
Enterprise & Regulatory Reform

May 2009- Version 15 As modified by the Companies Act 2006 Page 2 of 18
This guidance is available in alternative formats which include Braille, large print and
audio tape. For further details please see our website www.companieshouse.gov.uk
or email our enquiries section at enquiries@companieshouse.gov.uk or telephone our
contact centre on 0303 1234 500

When reading these guidance notes, you need to be aware of the following:

Some (but not all) of the provisions in the Companies Act 2006 have come into
force. Therefore, some provisions in the Companies Act 1985 remain relevant.
We have tried as far as possible to make it clear throughout these notes which
Act applies. If you would like to find out more you may wish to visit our website at
www.companieshouse.gov.uk where you can find out which provisions in the
respective Acts are in force. Our website also contains a link to the BERR (The
Department for Business, Enterprise and Regulatory Reform) website
www.berr.gov.uk/bbf/co-act-2006/ where you can find further information. Some
provisions in the new Act are subject to transitional arrangements. We will as far
as possible explain these in this guidance and give details on our website.

There is 1 further stage in the implementation of the Companies Act 2006
scheduled for October 2009. We will update any guidance notes affected by
those implementations at the time. You may wish also to keep an eye on our
website where we will publish more information as the implementation process
continues so you can access the most up to date information.

Until October 2009, these guidance notes apply only to companies formed in
Great Britain (England, Wales and Scotland). The separate system in Northern
Ireland is then scheduled to merge into a single system for the whole of the
United Kingdom.


Contents
Introduction
1. Do you need a company?
2. Statutory accounts
3. Flat management companies and Companies House
4. Further information
This is a guide only and should be read with the relevant legislation.
Companies Act 1985
Companies Act 2006
The Companies Act 2006 (Commencement No.3, Consequential Amendments,
Transitional Provisions and Savings) Order 2007
The Companies Act 2006 (Commencement No. 5, Transitional Provisions and
Savings) Order 2007

Introduction
This booklet is to assist people who run a company that has been formed to manage a
property divided into a number of separate flats. There are a number of ways that a
company can own a residential building. A company can own the freehold or it could
hold a headlease instead. Under the Commonhold and Leasehold Reform Act 2002,
introduced on 27 September 2004, property may be held as commonhold, where the
common parts are owned and managed by a commonhold association, which is a
company.
This booklet is aimed at providing basic guidance. It covers some of the possible
questions you will need to consider such as:
Do you need a company?
If you have a company, what will your responsibilities be?
It also gives advice on how to keep accounting records and how to understand the
accounts that are prepared from them. It does not explain the statutory framework
governing the format in which you must prepare accounts, or the complex and lengthy
accountancy rules. This booklet is a general source of information for companies during
this transitional stage as parts of the Companies Act 1985 are repealed and parts of the
Companies Act 2006 are commenced:
it does not explain the process by which leaseholders may acquire the right to
manage their own premises. Information on right to manage companies is
available from the Leasehold Advisory Service (tel. 020 7374 5380 or visit
www.lease-advice.org) or the Department for Communities and Local
Government (tel. 020 7944 4400 or visit www.communities.gov.uk);
it does not explain the law on commonhold or how to set up a commonhold
association. Information on commonhold associations is available from the
Leasehold Advisory Service (tel. 020 7374 5380 or visit www.lease-
advice.org) or the Ministry of J ustice (formerly the Department for
Constitutional Affairs) (tel. 020 7210 8500 or visit www. justice.gov.uk)
Information on the law on commonhold can still be found at the departments
previous website address www.dca.gov.uk/.
However, right to manage companies and commonhold associations are formed under
the Companies Act 1985 and the information in this booklet generally applies to them.
The booklet does not provide guidance on all cases or consider the legal complexities
that can arise. If you are in any doubt about your rights and obligations you may want to
seek professional advice.

Chapter 1
Do you need a company?

1. What is a limited company?

In law, a limited company is a 'person' in its own right. This means it can own property
(such as a freehold or leasehold) and enter into contracts in its own name. It exists
independently and separately from the people who manage or own it. There are
different types of limited company: public companies, whose shares can be bought
and sold by the general public, and private companies. It is unlikely that a public
company would be suitable as a flat management company.
When a property is divided into a number of flats, each flat owner usually has a lease of
their own flat, but they may also be a member of a management company that owns the
freehold (or lease) of the entire building. As members of the company, the flat owners
have their say in running it. If the members own shares in the company, it is common
practice in the companys constitution (its articles of association) that shareholders
who sell their flats must also transfer their shares to the new owners. This ensures that,
at any given time, the limited company represents the interests of all the current flat
owners, and it remains a separate legal entity regardless of who holds its shares.
Some limited companies do not have shares and are instead limited by guarantee. In
England and Wales, this includes commonhold associations and right to manage
companies. If your company is limited by guarantee, it means that the members have
agreed to contribute to the assets of the company if it is wound up. In this booklet, the
terms shareholder and member mean the people who own the company.

Instead of having a company, you may wish to consider two other options:
If your organisation does not own property but simply collects money from
residents for repairs and maintenance, and pays bills when they arise, then
less formal arrangements may be appropriate such as a residents
association.
Residents could consider buying the freehold of their properties in their own
names or as trustees.
If you are uncertain whether the options above are appropriate for your circumstances
you may want to seek professional advice.

2. Why have a limited company?
There are many reasons for forming and running a limited company. Outlined below are
a few reasons which relate to flat management companies. This list is not exhaustive.
One reason for residents in a block of flats to have a limited company is to own the
freehold or head lease. Freehold gives outright ownership of the property to the limited
company. A head lease is a lease granted directly to the limited company, which may in
turn grant subleases of the property (or parts of it) to the flat owners. For the purposes
of this guidance, the difference between a company that owns a freehold and one
that holds a head lease is immaterial. However, residents often use a limited
company for collecting a central pool of cash for carrying out repairs and maintenance
to common parts of the property. If a limited company is used in the management of a
block of flats it is often a condition of buying a flat that the buyer becomes a member or
shareholder of the company. In some cases all flat owners automatically become
directors. See question 5 about director's responsibilities.
Another reason to set up a limited company is so that leaseholders of flats can exercise
their right to manage the building they live in. The right to manage must be exercised
through a limited company set up for that purpose. This type of company is called a
right to manage (RTM) company. There are special rules about setting up and running a
RTM company in England and Wales which we do not cover in this booklet. More
information is available from the Department of Communities and Local Government
(tel. 020 7944 4400 or visit //www.communities.gov.uk)
A limited company would also be set up to own and manage the common parts of a
development made up of separate units under commonhold ownership. This type of
company is called a commonhold association.
There are special rules about setting up and running a commonhold association which
we do not cover in this booklet. More information is available from the Ministry of J ustice
(tel. 020 7210 8500 or visit www. justice.gov.uk).
Information on the law on commonhold can still be found at the departments previous
website address www.dca.gov.uk.
3. What does a flat management company do?
Flat management companies typically manage common parts of the building. They may
have other responsibilities. Your property probably has parts common to all the flat
owners living in it: boundaries, roofs, halls, drives and gardens being typical examples.
These require maintenance, insurance, lighting, etc. The individual flat owners usually
fund these costs, by making periodic contributions into a pooled fund.
Many flat management companies choose to account for these transactions within the
company. Chapter 2 gives more information on the financial accounting required.
If your company just pays a few bills, perhaps for repair or maintenance, then your
advisor may say that these payments need not go through the company's books. Less
formal arrangements, such as collecting the money through a residents association,
may be satisfactory. The company could then continue to own the freehold (or head
lease) of the property, but it would conduct all accounting transactions elsewhere - the
company would then be 'dormant'. You would still have to prepare accounts, present
them to members, and submit them to Companies House, but all that would mean is a
simple balance sheet that does not have to be audited. You should seek professional
advice before adopting this approach to ensure that you are complying with the legal
requirements.
A standard dormant company balance sheet, Form DCA, is suitable for companies
limited by shares that have been dormant since incorporation which can be filed online
using WebFiling or a suitable Software Filing package at www.companieshouse.gov.uk
For this, and more information about dormant company accounts, see our booklet,
'Dormant Companies'.
4. Who is responsible for the liabilities of limited companies?
A primary benefit of limited companies is that the owners liability is limited if the
company fails (unless its owners choose to have unlimited liability): unlimited liability is
not covered in this guidance). Limited liability means that the owners will only pay what
they have already paid or agreed to pay towards settling the limited companys debts
either what they have paid or agreed to pay for their shares or the amount which they
have guaranteed to pay, usually 1. In exchange for this limited liability, the law requires
limited companies to make certain information available to the public.
They file this information at Companies House. The timing and presentation of the
information is governed by law.
Company law governs flat management companies. This does not allow flat
management companies to be treated any differently to other companies.
The main legislative requirements to file information at Companies House affecting flat
management companies are that they deliver:
an annual report and accounts;
an annual return; and
other notifications (typically changes in directorships).
These documents and notifications must be filed at Companies House. Chapter 3 gives
information on what you need to send to Companies House and when.
5. Who is responsible for managing the company?
Managing a company is the responsibility of its officers. The officers are the companys
directors and the company secretary. All companies must have directors. From 6th April
2008 a private company does not have to have a company secretary: but it can choose
to include in its articles of association a requirement to have one. If you appoint a
company secretary you must notify Companies House of the appointment, any change
of details or the termination of the appointment on the appropriate form e.g. Forms
288a, 288b or 288c.These are available for filing online at www.companieshouse.gov.uk
; using a suitable Software Package or paper.
Public companies must have at least one qualified company secretary. You use the
same forms outlined above to notify Companies House of the appointment, change of
details or termination.
The directors and secretary manage the company on behalf of the members. Among
other things, they are responsible for holding meetings and ensuring that all the
necessary returns, accounts and other documents reach Companies House by the due
date.
6. What happens if I do not submit documents to Companies House?
When you are appointed as an officer, you take on some very important obligations. If
you don't comply with them, there could be serious consequences. The company
officers could be prosecuted because they are responsible for ensuring that the
company delivers documents on time.
Your company could also be struck off the register and dissolved. In this case all
company assets (such as the freehold of your property) would become bona vacantia.
This means the assets belong to the Crown. Your company would not be able to sell its
freehold and you may find that you couldn't sell your flat. Therefore it is in your interests
to ensure that the company complies with the law and stays on the register.
7. Do the members get a say in how to manage the company?
From 1 October 2007 private companies have not generally had to hold general
meetings. However, if there is a requirement in an existing private companys
memorandum or articles of association on 30 September 2007 that expressly required
the company to hold an annual general meeting, this requirement still has legal effect
after 1 October 2007. In addition, the company will still need to hold general meetings to
dismiss a director before the expiration of his office, or remove an auditor before the
end of his term of office. Private companies can make most decisions that were formerly
made at meetings by written resolution proposed by members.
There is a power for members to require directors to call a general meeting of a private
company. However, this power is only effective if a required percentage of the members
request it.
Public companies must hold an annual general meeting.
General meetings are an opportunity for members to raise issues and take decisions
regarding the running of a company. The members may elect and remove directors and
pass various resolutions. For example, members may resolve that the company may
send or supply documents, including accounts, to members by making them available
on a website. Members are not obliged to receive communications in this way and have
the right to request a hard copy.

Chapter 2
Statutory accounts
1. What accounting records must a company keep?
All companies have a duty to keep accounting records, e.g. invoices, credit notes etc.
These records form the basis of preparing annual accounts. For financial years starting
on or after 6 April 2008, the Companies Act 2006 and Regulations made under it specify
the format in which companies must prepare annual accounts, the information that
needs to be disclosed, and the rules affecting the valuation and treatment of the
transactions and balances appearing in company accounts. The Companies Act 1985
and its Regulations made under it apply to company accounts for financial years starting
before 6 April 2008.
These requirements to produce annual accounts are long and complicated. If you are
uncertain how to produce them you may wish to consider consulting a professional
accountant to prepare your annual statutory accounts.
2. What if our company cannot afford a professional accountant?
Some flat management companies do not want to employ an accountant and try to
prepare their accounts themselves.
Many of these attempts to produce annual accounts go badly wrong. The accounts are
made without reference to, or knowledge of, the legislative requirements; yet the
directors sign, for example, a statement in the accounts acknowledging that the
accounts comply with the legislative requirements.
Directors should note that they can be prosecuted if their accounts fail to comply with
the legislative requirements.
Some flat management companies elect one of their members to keep a record of
transactions, and also expect the individual to prepare the statutory accounts. However,
preparing statutory accounts can be time consuming, stressful and frustrating. All the
members should carefully consider whether it is fair to impose that burden, and whether
the chosen individual is confident, competent and happy with the responsibility.
You may wish to consider instructing a professional accountant to prepare the
statutory accounts.
3. Our treasurer does the book-keeping and accounts - what can we do to make
their job easier?
Members can make the life of the book-keeper easier by ensuring that they pay their
contributions into the company bank account on time.
Being able to write up the accounting records regularly, filing and cross-referencing
paperwork, and completing details on cheque stubs will all make the book-keeping task
easier. If you are the treasurer but inexperienced in this role, it is worth remembering
that relying on your memory doesn't work very well - you should keep proper written
records and update them regularly.
4. Does Companies House give technical advice on accounts?
No. We can give general guidance, but not advice on specific accounting issues. Firstly,
giving technical accountancy advice is not Companies Houses role. Secondly, it is not
practical: your accounts are subject to complex legal requirements, and we do not know
enough about your company to be confident that we are giving you proper advice.
For more information on preparing accounts for Companies House please see our
guidance on Accounts and Accounting Reference Dates.

Chapter 3
Flat management companies and Companies House

1. What information does Companies House need to know?
Companies House keeps up-to-date information about all limited companies on record
and we make this information available to anyone who wants to know about a company.

For example, we need to know:
Where to contact a company. The company's official address is known as its
registered office.
Who runs the company? The particulars of a companys officers.
Who owns shares in a company? The particulars of the shareholders (if a
company has them).
Where the company keeps certain company registers.
What rules govern a company? Its memorandum and articles of association.
What is a company's financial year-end? A company's financial year-end is
known as its accounting reference date.
What do the company's accounts say?
Most of this information is registered at Companies House when a company is first
formed and, if anything changes, you will need to tell us, usually on the appropriate
form. Every company must deliver an annual return to Companies House at least once
every 12 months, which is a summary of the information held on the public record at
Companies House. . Also, every year, a company must prepare accounts and send
those to us.
The safest and most secure way to send statutory information to Companies House is
to use our online filing services. WebFiling contain inbuilt checks so that you can be
sure you havent omitted any key information. For more information on availability and
registration details please visit our website www.companieshouse.gov.uk.
More information about when and how you need to tell us about changes to the above
information is included in this chapter.
2. What is a registered office?
This is a company's official address registered at Companies House. It is also the
address to which Companies House will send letters and reminders. The registered
office can be anywhere in England or Wales (if your company is registered there) or in
Scotland (if your company is registered there), or in Wales if your memorandum of
association says that the registered office must be there. It is important that you deal
with all correspondence and notices we send to this address promptly. You must notify
a change of registered office address to Companies House on Form 287- which is
available for filing on line using Webfiling and many software filing packages. The new
address only becomes the registered office when the form has been registered at
Companies House.
All companies must have a registered office, and display the company's name outside.

Please note: If you intend to change the registered office but do not tell us, we will
continue to send all reminders and official letters to the old address.
You may never receive them and the company may be dissolved without your
knowledge if you fail to file accounts and annual returns as the legislation requires.

3. Who are the company officers?
These are the company director(s) and sometimes the company secretary. All
companies are required to have directors. From 6th April 2008 a private company does
not have to have a company secretary; but it can choose to include in its articles of
association a requirement to have one. Public companies must have at least one
qualified company secretary. The officers are responsible for managing the company
and for delivering documents to Companies House. You must enter details of who they
are in the company's own register of directors and secretaries and notify them to
Companies House when the company is first formed. You must record any changes in
the company's register and notified them to Companies House on the correct form
within 14 days of the change. The forms for notifying changes are:

appointments Form 288a
terminations of appointments Form 288b
change of particulars Form 288c
These forms are available to file on line at www.companieshouse.gov.uk
A change of particulars for a director can be for any of the following: name, address,
occupation, nationality and other directorships; and for a company secretary it means
name or address.
4. Who are the company members?
A company member is a person who has agreed to become a member and whose
name is on the company's register of members. For flat management companies, this
usually means the leaseholders.
A company must keep a register of its members. Any member of a company or any
other person has a right to inspect the register. Unless it is kept at the registered office,
you must notify Companies House of where the register is kept, and notify any change
in its location to Companies House on Form 353 and Form 353a.
If a company is limited by shares, the members are also shareholders. You must notify
details of shareholders to Companies House in an annual return. You must update the
information with any changes every year on the annual return and we will write to the
registered office to remind a company shortly before it becomes due. You must send a
full list of members every third year.
5. What if a member sells their flat?
If the company is limited by shares, the company's articles of association will usually
require the seller to transfer the shares to the buyer.
For more information about shares and share transfers, see our guidance on 'Share
Capital

Do not send stock transfer forms to Companies House. Keep them with the company's
own records.

If the company is limited by guarantee, then the company's articles of association may
require the seller to sign a form to resign as a member (forms should be available from
the company secretary) and deliver it to the company: or the change of membership
might happen automatically, depending upon what the articles say.

Please note: if the seller or buyer is ALSO a director or company secretary, the
relevant forms 288a or 288b must be submitted to Companies House within 14 days.

6. What is an annual return?
It is a form that every company (even those that are not trading) must send to
Companies House each year. It is snapshot on key information about the company,
such as its directors, secretary, shareholders etc. You should not confuse the annual
return with annual accounts - the two are entirely different. You must complete the
annual return accurately to a particular date known as the 'made-up date'. This is a date
not later than:
12 months after the date of the made-up date of the previous annual return; or
in the case of a company's first annual return, the anniversary of the date of
incorporation.
The annual return together with the annual document-processing fee must reach
Companies House within 28 days after its made-up date. The fee is 15 when
submitted electronically (or 30 when submitted on paper).
To help you meet this filing requirement we will send a letter to the companys
registered office when your annual return is due. It advises on how to file the form
electronically by using our Software Filing or WebFiling services as this is the easiest
option.

Please note: Currently, a small proportion of companies on the register are unable to
use our WebFiling Service. These include companies in compulsory liquidation or
companies wishing to file in Welsh. As from J une 2008 companies will be able to file
certain documents in Welsh, using our WebFiling service. For more information please
visit our website www.companieshouse.gov.uk

7. What are the memorandum and articles of association?
These are documents which govern a company.
The memorandum sets out:
the company name;
whether the registered office is situated in England and Wales (i.e., anywhere
in either), in Wales only, or in Scotland;
what it will do (its objects);
details of the type of company it is;
its share capital, if the company has shares.
The articles set out the rules for running the company's internal affairs.
From time to time, it may be necessary to change these documents. You can make
these changes by a special resolution or a written resolution (that is proposed as a
special resolution). The nature of the change may be subject to other statutory
procedures and requirements. For example, if a company wishes to change its name, it
does so by passing a special resolution. Companies House charges a fee of 10 to
register the change and issues a change-of-name certificate. You must register
resolutions changing a memorandum and articles of association at Companies House.
For more information about resolutions to change the memorandum and articles of
association see our guidance on 'Resolutions' (CA 1985 or CA 2006); and for company
names see our guidance on 'Company Names'.

8. What is an accounting reference date?

The accounting reference date (ARD) is the date from which the financial year-end is
reckoned. It is also the date that determines when accounts are due for delivery to
Companies House. When a company is formed, the legislation automatically sets its
accounting reference date (ARD) as the last day of the month in which the anniversary
of its incorporation falls. The company can change the ARD if it wishes to do so. You
must tell Companies House if you change the accounting reference date (ARD). You
must notify a change using a Form 225 which is available for filing on line using
Webfiling and many software filing packages. You must submit an acceptable Form
225 before the filing deadline of the accounts for the period that you wish to change.
Changing the accounting reference date (ARD) can be complicated because of the
effect it has on the related accounts. For more information on this see our guidance on
'Accounts and Accounting Reference Dates'.

9. When must I file the annual accounts?

For financial years starting on or after 6 April 2008, if you are filing your company's first
accounts and those accounts cover a period of more than 12 months, you must deliver
them to Companies House.
within 21 months of the date of incorporation for private companies;
within 18 months of the date of incorporation for public companies. or
3 months from the accounting reference date (ARD), whichever is longer
The deadline for delivery to Companies House is calculated to the exact day.
Unless you are filing your company's first accounts the time normally allowed for
delivering accounts to Companies House is:
9 months from the ARD for a private company; or
6 months from the ARD for a public company.
For financial years that start before 6 April 2008 you must normally deliver annual
accounts to Companies House within 10 months of a company's accounting reference
(ARD) for a private company, and 7 months for a public company. However, if a
company's first accounts cover a period longer than 12 months, the maximum time
allowed is 22 months from the date of incorporation (19 months for a public company) or
3 months from the accounting reference date (ARD), whichever is longer.
We recommend that you send us your accounts promptly to ensure they arrive before
the filing deadline. To help you file accounts on time, we send a reminder to the
company's registered office 6 to 8 weeks before the accounts are due. Where a filing
deadline expires on a Sunday or Bank Holiday the law still requires you to file
acceptable accounts by that date. So you should ensure that you send them in time to
arrive before such a deadline. If you need to know your filing deadline, contact us on
0303 1234 500.
If a company files the accounts with Companies House outside the time allowed for
filing, the company will be subject to a late filing penalty. The company's officers could
also be prosecuted because they are personally responsible for ensuring that
documents are delivered on time. Further information about late filing penalties is
available in our guidance on Late Filing Penalties available on the Companies House
website.
There is no special treatment for flat management companies. You still have to file
accounts on time.
There is no longer a statutory requirement for private companies to lay their accounts
before a general meeting. If a private companys articles currently specify that the
company must present its accounts to members at a general meeting, they may pass a
resolution to remove that provision.

10. Can I apply for more time for filing accounts?

Yes, but only if there is a special reason - for example, an unforeseen event outside the
control of the company and only if the period normally allowed for filing the accounts
has not already expired. The company may write to Companies House and ask for an
extension of time for delivering the accounts. The application must be received before
the period allowed for filing the accounts has expired.

To apply for an extension write to:

For companies formed in
England and Wales:
Scotland:
Companies House
Appeals and Breaches Section
Companies House
Crown Way
Cardiff CF14 3UZ

DX33050 Cardiff 1

Companies House
4th Floor
Edinburgh Quay 2
139 Fountainbridge
Edinburgh EH3 9FF

DX ED235 Edinburgh 1
or
LP 4 Edinburgh 2

11. What other documents must I file at Companies House?
Other notices that you have to file if they apply to you include:
notice of an increase or change in share capital - use Form 123 or 122 as
appropriate;
details of mortgages and charges - use Form 395 (Form 410 for companies
registered in Scotland);
various company resolutions - see our two publications on 'Resolutions'
CA1985 or CA2006;
notice of the company's liquidation, receivership, administration or a voluntary
arrangement - see our guidance on 'Liquidation and Insolvency' (or
'Liquidation and Insolvency (Scotland)' for companies registered in Scotland).
Whenever you complete a document, always quote the company number. It is the
company's unique identifier. The number is shown on the company's incorporation
certificate or you can ring us on 0303 1234 500.

Chapter 4
Further information

1. How do I send information to the Registrar?

You can submit the majority of documents online at www.companieshouse.gov.uk. or
using a suitable Software Package.
You may deliver paper documents to the Registrar by hand (personally or by courier),
including outside office hours, bank holidays and weekends to Cardiff, London and
Edinburgh.
You may also send documents by post, by the Document Exchange Service (DX) or by
Legal Post (LP) in Scotland. If you send documents, please address them to:

England & Wales:
Scotland:
The Registrar of Companies
Companies House
Crown Way
Cardiff
CF14 3UZ

DX33050 Cardiff 1

The Registrar of Companies
Companies House
4th Floor
Edinburgh Quay 2
139 Fountainbridge
Edinburgh EH3 9FF

DX ED235 Edinburgh 1
or
LP 4 Edinburgh 2

If you are sending documents by post, courier or Document Exchange Service (DX) and
would like a receipt, Companies House will provide an acknowledgement if you enclose
a copy of your covering letter with a pre-paid addressed return envelope. We will
barcode your copy letter with the date of receipt and return it to you in the envelope
provided. This receipt does not mean that a document has been accepted for
registration.
Please note: Companies House sends an automatic e-mail acknowledgement for every
submission made via WebFiling and an additional e-mail indicating whether the
submission has been accepted or rejected.
Please note: Companies House does not accept accounts or any other statutory
documents by fax.

2. Can I file documents in other languages?
Usually, you must file documents sent to Companies House in English. There are
exceptions as detailed below.
You can draw up and deliver documents relating to Welsh companies in Welsh.
Companies can deliver the following documents in other languages if the document is
accompanied by a certified translation into English:
Resolutions and agreements affecting a companys constitution;
Contracts relating to the allotment of shares for a consideration other than cash;
For companies included in accounts of larger EEA or non-EEA groups, the group
accounts and parent undertaking annual report; and
Charge instruments (or copy charge instruments).
In addition companies may also file voluntary certified translations of any document
subject to the First Company Law Directive disclosure requirements. These are:
Constitutional documents such as the memorandum and articles of association;
Directors appointments, changes in particulars or terminations;
Accounts, reports and annual returns;
Notification of any change in a companys registered office;
Winding up documents;
Share capital documents (public companies only);
Documents relating to mergers and divisions (public companies only); and
Documents relating to overseas companies.

The voluntary translation must relate to a document delivered to Companies House on
or after 1 J anuary 2007. Voluntary translations can only be filed in an official language
of the European Union and must be accompanied by Form 1106.

3. Where do I get forms and guidance?
Many forms can be submitted to Companies House online via our Software Filing or
WebFiling services. The service provides a secure system for presenters to submit
company information. (www.companieshouse.gov.uk)
Statutory forms and guidance are available, free of charge from Companies House. The
quickest way to get them is through this website our website at
www.companieshouse.gov.uk or by telephoning 0303 1234 500.
Forms can also be obtained from company law stationers, accountants, solicitors and
company formation agents. You can find their addresses in business phone books.
how to contact us

Contact Centre: 0303 1234 500
Mini-com: 029 2038 1245
enquiries@companieshouse.gov.uk
www.companieshouse.gov.uk

*For training and quality purposes
your call may be monitored

Cardiff:
Companies House
Crown Way, Cardiff CF14 3UZ
Fax: 029 2038 0900

Edinburgh:
Companies House
4th Floor
Edinburgh Quay 2
139 Fountainbridge
Edinburgh EH3 9FF
Fax: 0131 535 5820

London:
Companies House
21 Bloomsbury Street, London WC1B 3XD
Fax: 029 2038 0900

Flat Management Companies: As Modified by The Companies Act 2006

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Flat Management Companies

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