David Woods

+44 (0)1733 887793 dvwoods@greenwoodsgrm.co.uk

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Is it okay to keep the ‘house’ in the dark?

Corporate and Commercial / 19 January 2017

The question often arises whether changes relating to a company are effective before or only when they have been filed at Companies House and whether such a failure to file the appropriate document giving notice of a change to Companies House affects its validity.

The answer is that it depends what the change is.

A recent case held that the “true” articles of a company are those that the members have agreed, not the ones filed at Companies House.  Failure to file amended articles is an offence under the Companies Act 2006, but that does not affect the validity of the articles that have not been filed.

And when a new director is appointed or an existing director leaves, the change is effective when it happens.  There is an obligation on the company to notify Companies House and fines may be imposed for not doing so, but the changes are effective at the time and date of the appointment or retirement.

But in other cases changes only take effect when the necessary documents are filed at Companies House.  These include a reduction of capital (section 644 Companies Act 2006) and, of course, a charge granted by a company is void against a liquidator, administrator or creditor if it is not properly registered at Companies House, and crucially, within the statutory time period.

Keeping your company’s records up to date at Companies House is becoming increasingly easy with on-line filing, free access to filed documents and other improvements.  There should be no need for the question to arise…


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This update is for general purposes and guidance only and does not constitute legal or professional advice. You should seek legal advice before relying on its content. This update relates to the prevailing circumstances at the date of its original publication and may not have been updated to reflect subsequent developments. If you have general queries about our updates, please email: mailinglists@greenwoodsgrm.co.uk

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