Companies house filing problem

[Norris1]

Hi
I need some advice on the following issue: my companies house record does not match that stated my Memorandum and Articles of Association on the number of shares and share capital in the company.

I have been contracting for years, my accountant originally set up the company for me and had done my company's annual return to the companies house until a few years ago when companies house introduced online filing, then I took over the filing myself. Just today, I checked my companies house record and found that it stated there my company has 1 share worth £1. But in the Memorandum and Articles of Association, it stated that my company has 100 shares worth £1 each. This is the first time ever I read the articles of association as I am considering adding my wife as a share holder. I would like to know:
1. Is this a serious matter?
2. Is it necessary to amend my companies house record? If yes, is it straightforward to change it?

Advice will be greatly appreciated.

Ian

[Contreras]

Hi
I need some advice on the following issue: my companies house record does not match that stated my Memorandum and Articles of Association on the number of shares and share capital in the company.

I have been contracting for years, my accountant originally set up the company for me and had done my company's annual return to the companies house until a few years ago when companies house introduced online filing, then I took over the filing myself. Just today, I checked my companies house record and found that it stated there my company has 1 share worth £1. But in the Memorandum and Articles of Association, it stated that my company has 100 shares worth £1 each. This is the first time ever I read the articles of association as I am considering adding my wife as a share holder. I would like to know:
1. Is this a serious matter?
2. Is it necessary to amend my companies house record? If yes, is it straightforward to change it?

Advice will be greatly appreciated.

Ian

You might also want to check the company end of year accounts. You know, that "Financial Statement" your accountant prepares and you diligently check and sign off each year and keep copies of . IANAA but I'd guess that how to rectify things probably depends in part on what the company has been reporting for "Share capital" in its accounts.

[Scruff]

1 Issued Share of £1 = £1 as per Companies House, register of shares
100 Authorised Shares of £1 = as per Memo and Articles.

This is most likely to be the scenario, so that you can issue further shares, at a future data.

Check carefully - The authorised and issued Share Capital should be reflected in your Annual Financial Statements.

[northernladuk]

This should be evident in your company returns every year that you check, sign and send back to your accountant so should really have picked this up a lot earlier.

[Contreras]

This should be evident in your company returns every year that you check, sign and send back to your accountant so should really have picked this up a lot earlier.

I'll bet that a fair number accountants do not require a client signature to submit returns as it would be covered by their letter of engagement, and just as many contractors don't understand the difference between the annual return and the annual accounts.

[TheFaQQer]

1 Issued Share of £1 = £1 as per Companies House, register of shares
100 Authorised Shares of £1 = as per Memo and Articles.

This is most likely to be the scenario, so that you can issue further shares, at a future data.

Check carefully - The authorised and issued Share Capital should be reflected in your Annual Financial Statements.

That's what my company has. £1 issued, 100 authorised.

[Clare@InTouch]

There's no Authorised Share Capital any more, it's simply the amount issued that's important. It used to be a pain to increase the Authorised before you could issue more, but now no need.

[Norris1]

That's what my company has. £1 issued, 100 authorised.

Had a word with my accountant about that. He also said that 100 was the number of shares my company was allowed to issue. But 1 was the number of share my company actually issues. I checked my annual accounts, they all showed that my company has 1 share only. It matches what being said in your replies. Guess I don't need to do anything to change the filing. Thank you very much guys, really appreciated the help.

Ian