I want to buy my company name so that noone else can take it before I start trading. If I buy it and make it dormant, what are my responsibilities (like annual returns etc)?
In order to 'buy' a company name and thus prevent its use by anyone else, it is necessary to incorporate a Limited Company, or a Limited Liability Partnership (LLP), at Companies House.
The minimum requirement for incorporation of a Company is one person acting as sole director, and subscribing for one share. Private Limited Companies are no longer required to appoint a secretary.
An LLP could be used for the purpose, but would require a minimum of two people as registered Members and is not the ideal vehicle for such a venture.
A limited company or LLP must file an Annual Return every year, on the anniversary of its incorporation, whether it is dormant or not. This may be filed electronically using a software filing package, or online via the Companies House website, with a filing fee of £14. Alternatively a paper Annual Return may be filed, with a filing fee of £40.
Whether dormant or not there are also filings to be made with Companies House if there are any changes in directors or their previously filed particulars, or the Company's registered address, or the date to which it wishes to make up its Accounts.
A limited company or LLP must file Accounts with Companies House annually, and a Limited Company which has been dormant since incorporation may file a simple form of dormant Accounts using a Companies House prescribed form. If it has previously traded but become dormant it may still file dormant accounts, but these must be prepared in proper accounts format; the Companies House form may not be used. The Companies House form is also not available for use by an LLP. There is no filing fee for accounts, but there are heavy financial penalties for overdue filing whether the company is dormant or not, starting at £150 and rising according to the length of time they are overdue. Dormant accounts may also be filed electronically, either online or via filing software.
When a company is incorporated Companies House will pass details of the new company to HM Revenue & Customs which will issue a form requesting details of the company and its trading activities. If the intention is that the company will remain dormant this form is not completed, but a 'Dormant Company Insert' included with the form is returned to HMRC. This document specifically includes a box to tick if the company has been incorporated for name protection purposes.
If the company does begin to trade in the future it will be necessary to notify HMRC within three months of the commencement of trading.
So long as the company remains dormant it will not be required to file annual corporate tax returns with HMRC. A short form will be issued every three to four years by HMRC to obtain up to date details of the company.
See also: Starting a subsidiary company