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The words, defined
31 terms you will meet while registering and running a UK company. One sentence each, then the part that actually matters.
Every term, defined
Companies House
Companies House is the UK registrar of companies: it incorporates companies, holds the public register of them, and receives their statutory filings.
Company number
A company number is the unique eight-character identifier Companies House assigns at incorporation, which never changes for the life of the company.
Certificate of incorporation
A certificate of incorporation is the document Companies House issues to confirm a company legally exists, showing its name, number and date of incorporation.
Certificate of good standing
A certificate of good standing is a Companies House document confirming a company has existed continuously since incorporation and faces no strike-off action.
Registered office
A registered office is a company's official address, published on the public register, where Companies House and HMRC send statutory post.
Service address
A service address is the published correspondence address for a director, secretary or PSC, used instead of their home address.
Appropriate address
An appropriate address is one where a delivered document would come to the attention of someone acting for the company, and where delivery can be acknowledged.
Jurisdiction
A company's jurisdiction is the part of the UK it is registered in — England and Wales, Scotland, or Northern Ireland — and it cannot be changed after incorporation.
Director
A director is a person appointed to manage a company, owing it seven statutory duties, whose appointment is published on the public register.
Directors' duties
Directors' duties are the seven statutory obligations in the Companies Act, including acting within powers and avoiding conflicts of interest.
Company secretary
A company secretary is an officer responsible for a company's administration and filings — optional for a private company, compulsory and qualified for a public one.
Register of members
The register of members is the company's own record of who owns its shares, and it — not Companies House — is the legal evidence of share ownership.
Person with significant control (PSC)
A person with significant control holds more than 25% of a company's shares or voting rights, or otherwise exercises control over it.
Nominal value
Nominal value is the face value assigned to a share — commonly £1 or one penny — which sets what the holder owes the company if the share is unpaid.
Stock transfer form
A stock transfer form is the document used to transfer existing shares from one holder to another, and is stamped by HMRC where stamp duty is payable.
Articles of association
Articles of association are a company's internal rulebook, governing how directors act, how shares are issued and transferred, and how decisions are made.
Memorandum of association
A memorandum of association is the short statutory document in which the first shareholders confirm they agree to form the company and take at least one share each.
Confirmation statement
A confirmation statement is the annual filing in which a company confirms that the information Companies House holds about it is correct.
Dormant company
A dormant company is one that has had no significant accounting transactions during its financial year.
Annual accounts
Annual accounts are the yearly financial statements a company files at Companies House and, in a fuller form, with HMRC.
Accounting reference date
The accounting reference date is the date a company's financial year ends, set by default to the anniversary of the end of the month of incorporation.
Strike off
Strike off is the removal of a company from the register so that it ceases to exist, either voluntarily or compulsorily by Companies House.
Bona vacantia
Bona vacantia is the rule under which property left in a dissolved company passes to the Crown.
Identity verification
Identity verification is the legal requirement for directors and people with significant control to prove who they are, directly or through an authorised provider.
Authorised Corporate Service Provider (ACSP)
An ACSP is a firm registered with Companies House and supervised for anti-money-laundering, permitted to verify identities and to file on behalf of others.
Unique Taxpayer Reference (UTR)
A company UTR is the ten-digit reference HMRC issues to a company for corporation tax, sent by post to the registered office shortly after incorporation.
Corporation tax
Corporation tax is the tax a UK company pays on its profits, registered for with HMRC within three months of starting to trade.
Public limited company (PLC)
A public limited company may offer shares to the public, and needs £50,000 of issued share capital, two directors and a qualified company secretary.