By acting early and decisively, we helped our clients avoid potential disputes, regulatory issues, or delays to transactions.

While acting for various corporate clients on unrelated transactional matters, we undertook routine reviews of their Companies House records. During this process, we identified a number of filing errors which, if left uncorrected, could have resulted in non-compliance with statutory obligations, reputational risk, or potential complications in future legal or commercial transactions.

The issues identified included:

• Incorrect company articles being uploaded following an amendment to the company’s constitution;
• Inaccurate information submitted via statutory forms, including errors in share capital, officer appointments, and company structure.

The Challenge

Our clients were not initially aware of these filing issues, many of which stemmed from historical or administrative oversight. The key challenges included:

• Identifying the extent and implications of the errors;
• Advising on and implementing the appropriate remedial steps to bring the filings into compliance;
• Minimising disruption to ongoing transactions and avoiding any delay or reputational exposure;
• Ensuring that the correction process was executed in a legally sound and fully transparent manner.

How We Overcame It

We took a proactive approach by incorporating a Companies House health check as part of our transaction due diligence. Upon identifying the filing anomalies, we promptly engaged with each client to explain the issue, its implications, and the available solutions.

Specifically:

• In one case, we identified that an incorrect version of amended articles of association had been uploaded following a special resolution to amend the company’s constitution. We prepared and submitted a corrected version of the articles, accompanied by appropriate supporting documentation, ensuring the public register reflected the intended constitutional position.
• In another case, we discovered that errors had been made in the statutory forms previously filed, likely due to a clerical mistake. We rectified this by preparing and submitting a Form RP04 (application to rectify the register), setting out the corrected information and providing appropriate supporting evidence.

In each instance, we liaised with Companies House and, where necessary, legal counsel for counterparties to ensure that corrections were acknowledged and accepted in good time.

Strategy for Success

Our approach was grounded in three key principles:

• Proactive due diligence – We didn’t limit our review to the scope of the live transaction but looked holistically at the client’s public filings to ensure nothing would compromise their standing or the progress of their deals.
• Clear communication – We provided practical and accessible explanations to clients, outlining both the problem and the remedy, and managed the filing process on their behalf to resolution.
• Technical accuracy – We ensured that all corrective filings met Companies House procedural requirements and were supported by coherent legal documentation, avoiding any need for further amendments.

By acting early and decisively, we helped our clients avoid potential disputes, regulatory issues, or delays to transactions. This ensured that their Companies House records were fully compliant, accurate, and reflective of the true legal position of their companies.