REFERENCE

Limited company glossary.

60 company formation and limited company terms in plain English, each linked to the guide that explains it in depth.

A

Accounting reference date (ARD)
The day and month on which a company’s financial year ends each year. Companies House sets it to the last day of the month of incorporation anniversary unless the company changes it. Read the guide
Annual accounts
Financial statements a company must prepare and file with Companies House each year, usually within nine months of the end of the financial year. Read the guide
Articles of association
The written rules that govern how a company is run, including how directors make decisions and how shares are transferred. Most new companies adopt the model articles. Read the guide
Authentication code
A six-character code sent by Companies House to the registered office, used to authorise online filings for the company. Read the guide

B

Benefit in kind
A non-cash benefit an employee or director receives because of their job, such as a company car, which may be taxable and reported to HMRC. Read the guide
Business rates
A tax on non-domestic property, collected by local councils. Small business rate relief can reduce or remove the bill. Read the guide

C

Capital allowances
Tax relief that lets a company deduct the cost of qualifying equipment and other assets from its taxable profits. Read the guide
Certificate of incorporation
The official document issued by Companies House confirming a company exists, showing its name, number and date of incorporation. Read the guide
Companies House
The UK government registrar of companies. It incorporates and dissolves companies and keeps the public register of company information. Read the guide
Company limited by guarantee
A company whose members guarantee a fixed sum instead of buying shares. Commonly used by charities, clubs and not-for-profit organisations. Read the guide
Company limited by shares
The most common UK company type. Owners hold shares and their liability is generally limited to any amount unpaid on those shares. Read the guide
Company number
The unique eight-character reference Companies House gives a company when it is incorporated. It must appear on company stationery and websites. Read the guide
Confirmation statement
A yearly filing that confirms the company information held by Companies House is correct, with a filing fee. It replaced the annual return. Read the guide
Corporation Tax
Tax a UK company pays on its taxable profits. The small profits rate is 19% and the main rate is 25%, with marginal relief in between. Read the guide
CT600
The Company Tax Return form filed with HMRC to report a company’s profits and the Corporation Tax due. Read the guide

D

Director
A person appointed to manage a company and make decisions on its behalf. Directors have legal duties under the Companies Act 2006. Read the guide
Director’s loan account
A record of money the director takes from or lends to the company that is not salary, dividends or expense repayments. Read the guide
Dividend
A payment to shareholders from the company’s profits after Corporation Tax. Dividends can only be paid from distributable profits. Read the guide
Dividend voucher
A record given to each shareholder showing the dividend paid, the date and the number of shares held. Read the guide
Dormant company
A company that is not trading and has no significant transactions in its financial year. Dormant companies still file accounts and confirmation statements. Read the guide

E

Employer’s National Insurance
National Insurance a company pays on employees’ earnings above the secondary threshold. Employment Allowance can reduce the bill for eligible employers. Read the guide
Employment Allowance
A yearly reduction in employer’s National Insurance for eligible employers. Companies whose only employee is a director are usually not eligible. Read the guide
EORI number
An Economic Operators Registration and Identification number, needed to move goods into or out of the UK. Read the guide

F

Formation agent
A company authorised to submit incorporation applications to Companies House on behalf of customers, often with extra services bundled in. Read the guide

H

Holding company
A company whose main purpose is to own shares in one or more other companies, known as subsidiaries. Read the guide

I

Identity verification
A Companies House requirement for directors and people with significant control to verify their identity and receive a personal code. Read the guide
Incorporation
The legal process of forming a company, completed when Companies House registers it and issues a certificate of incorporation. Read the guide
IR35
Off-payroll working rules that decide whether a contractor working through their own company should be taxed like an employee. Read the guide

L

Limited liability
The principle that shareholders are generally not personally responsible for company debts beyond the amount unpaid on their shares. Read the guide
LLP
A limited liability partnership: a separate legal body whose members share profits and are taxed as self-employed individuals. Read the guide

M

Making Tax Digital
HMRC’s programme requiring digital records and compatible software to submit VAT returns, being extended to other taxes. Read the guide
Memorandum of association
A short legal statement signed by the first shareholders confirming they agree to form the company and become members. Read the guide
Micro-entity
A very small company that can prepare simpler accounts. It must meet at least two of the size limits on turnover, balance sheet and employees. Read the guide
Model articles
The standard articles of association set out in law, which most new companies adopt unchanged at formation. Read the guide

N

Nominal value
The face value of a share, for example £1, set when the share is issued. It is separate from what the share is worth. Read the guide

O

Ordinary shares
The standard class of share, usually carrying voting rights and a right to dividends. Read the guide

P

P11D
The form an employer uses to report taxable benefits in kind given to employees and directors. Read the guide
PAYE
Pay As You Earn: the HMRC system employers use to collect income tax and National Insurance from wages, including director salaries. Read the guide
Personal code
The code a person receives after verifying their identity with Companies House, used to link them to company appointments. Read the guide
PSC (person with significant control)
Someone who owns or controls a company, for example holding more than 25% of shares or votes. PSCs are listed on the public register. Read the guide

R

R&D tax relief
Tax relief for companies that spend money on qualifying research and development projects. Read the guide
Registered email address
An email address a company must give Companies House so it can be contacted. It is not shown on the public register. Read the guide
Registered office
The official address of a company, where legal documents are sent. It must be in the same UK jurisdiction where the company is registered. Read the guide

S

Same-day formation
A paid service where an agent submits an application in time for Companies House to process it the same working day, subject to cut-off times. Read the guide
SEIS / EIS
Government schemes that give investors tax relief for buying shares in qualifying early-stage companies. Read the guide
Service address
A correspondence address for a director that appears on the public register instead of their home address. Read the guide
Shareholder
A person or company that owns shares in a company and so is a member of it. Read the guide
Shareholders’ agreement
A private contract between shareholders covering issues such as decision-making, share sales and disputes. Read the guide
SIC code
A Standard Industrial Classification code that describes what a company does, chosen when you register. Read the guide
Small profits rate
The 19% Corporation Tax rate for companies with profits of £50,000 or less, adjusted for associated companies and short periods. Read the guide
Sole trader
A self-employed person who runs a business as an individual. Unlike a company, there is no legal separation between owner and business. Read the guide
Special purpose vehicle (SPV)
A company set up for one purpose, often to hold buy-to-let property. Read the guide
Statement of capital
Details of the shares a company issues: the number, classes, nominal value and rights attached. Read the guide
Statutory registers
Records a company must keep, such as registers of members, directors and PSCs. Read the guide
Strike off
Removing a company from the register so that it is dissolved and stops existing. Read the guide
Subsidiary
A company controlled by another company, usually because that company holds most of its shares. Read the guide

T

Trade mark
Registered legal protection for a brand name or logo, separate from registering a company name. Read the guide
Trading disclosures
Information a company must show on its premises, website and documents, such as its registered name and number. Read the guide

V

VAT registration threshold
The taxable turnover above which a business must register for VAT. Businesses below it can register voluntarily. Read the guide

W

Webfiling
Companies House’s online service for filing information. Agents use software filing connected to Companies House instead. Read the guide