How to change director, PSC, and share details

Introduction

If you want to make changes to the details of your company’s structure or membership, you need to tell Companies House, the UK registrar of companies. You can make some changes online, but for others, you will need to download, print, and complete paper forms. There are different timeframes for notifying Companies House depending on the change you want to make.

This article will guide you through the steps you need to take. It tells you which forms to submit, the deadlines you need to meet, and whether to submit information online or by post.

When to inform Companies House of changes

There are specific timeframes for telling Companies House about certain changes to your company’s leadership or structure, outlined in the table below.

Timeframes for notifying Companies House of changes to your company

Within 14 days:

• Changes to where you keep your company records.
• Changes to directors and company secretaries, including arrivals and departures and any changes to the details of those currently in the role.
• Changes to people with significant control (PSCs).

Within 15 days:

• Changes to your company’s governing documents: the constitution and articles of association.
• An approved special resolution.

Within 21 days:

• Changes to your share structure.
• Changes to your company name.
• Changes to your company address (note that for a registered office address change, you should do this as soon as possible).
• Changes to the legal structure of your company.
• Taking out a mortgage or loan.

Within one month:

• If you issue more shares in your company.

How to change director and company secretary details

You need to tell Companies House about the following:

• Changes to the personal details of your directors and company secretaries, such as where they live
• If any of your directors or company secretaries have resigned
• If you’ve appointed any new directors or company secretaries

You can make these changes online using the Companies House WebFiling service or by post. If you’re notifying by post, you need to fill in one of the following forms, depending on the changes you want to make:

• Change the details of a director (CH01)
• Change the details of a secretary (CH03)

How to change person with significant control (PSC) details

You must update Companies House of any changes to the details of a person with significant control (PSC) in your company within 14 days. An individual usually qualifies as a PSC if they meet one or more of the following criteria:

• They hold more than 25% of the shares or voting rights in your company
• They can fire or appoint a majority of the directors of your company
• They can control or influence your company

You should use form PSC04 to notify Companies House of a change to PSC details. You can submit the information online using the Companies House WebFiling service.

You can also send paper forms in the post, but processing these will take longer. Use the list of nationalities and countries provided by Companies House to fill out the form to ensure it’s accepted.

If you appoint a new PSC, you must let Companies House know within 14 days of the appointment. You’ll need to report the following information about the PSC:

• Their name
• Their date of birth
• Their nationality
• Where they live
• The date they became a PSC
• The conditions they meet to be considered a PSC

You should use form PSC01 to notify Companies House of a newly appointed PSC, either online using the Companies House WebFiling service, or by downloading the form and posting it.

PSCs must also verify their identity and provide their Companies House personal code. The deadline for this varies by situation – usually 14 days from their appointment or from the request by Companies House. You can check the dates that apply to your PSCs on the Companies House register.

How to change share details at Companies House

You need to notify Companies House of any share changes you make that weren’t covered in your last confirmation statement.

Special resolution for changes to shares

You may need to propose a special resolution – which is put forward at a general meeting and usually requires 75% votes in favour to pass – if you want to make the following changes:

• Changes to how many shares there are in your company and what their total value is. This can be called your ‘share capital’, which refers to how much of your company’s money comes from shares
• Cancelling any of your shares
• Changes to how your shares are distributed
• Changing your shares to a different currency

Your articles of association will tell you if you need an approved special resolution to make these changes. If you do need one, you must let your shareholders know when the vote will be. If the resolution is passed, you need to file it with Companies House within 15 days.

If you issue new shares in your company, you must tell Companies House within one month. Any other changes to your company’s shares need to be notified within 21 days.

Documents for changes to shares

When you tell Companies House about any changes you’ve made to your company’s shares, you need to include a document outlining the change you’ve made and providing the following information:

• The total number of shares in your company
• The total value of the shares in your company
• Which shares have been paid for, and which have not been paid for

This statement is sometimes called a ‘statement of capital’.

For each share in your company, you need to tell Companies House:

• How many of that type of share have been issued
• The total value of the shares in your company, before adding any additional costs
• The rights that are attached to the type of share

You can only use the Companies House online service to register changes to the shares your company issues. You must let Companies House know about all other share-related changes by post. To do so, you need to download and fill in the relevant share change form(s):

Once you’ve completed the necessary forms, you should send them to Companies House along with a copy of any resolutions that were required and your statement of capital – the document that details the changes you’ve made to your company’s shares.

You also need to update your statutory register of shareholders or members with any changes you’ve made. This register should be kept at your company’s registered office or at its single alternative inspection location (SAIL), where companies can keep statutory records and make them available for inspection.

If the list of share change forms feels daunting, you might consider consulting a third-party expert – such as an accountant or a company formation agent like 1st Formations – to help you decide which form you need to fill in and to make sure you fill it in correctly.

Case studies

Let’s look at how to handle common updates with Companies House, using these real-world examples.

Your company’s founder leaves the company, and another director becomes a PSC

1. Use form CH01 to tell Companies House that your founder is no longer a director of the company. Either file online using the WebFiling service or download and file the form by post.
2. Use form PSC01 to notify Companies House that there’s a new PSC of your company. Ensure the new PSC verifies their identity and provides their personal code to Companies House within the relevant 14-day period. Check the dates you need to do this by on the Companies House register.

New shares are issued to an investor

1. Check your articles of association to see if a special resolution is required to issue new shares.
2. Post form SH01 to Companies House to notify them that new shares in your company have been issued. This must be done within one month.
3. Include a statement of capital when you notify Companies House of the new shares, which states that you’ve issued new shares, how many shares there are in your company, their value and which shares have been paid for, and which have not.

A director changes their address

Complete form CH01, either online or by post, to notify Companies House that the details of one of your directors have changed.