Taking money out of a limited company

How you take money out of the company depends on what it’s for and how much you take out. Salary, expenses and benefits If you want the company to pay you or anyone else a salary, expenses or benefits, you must register the company as an employer . The company must take Income Tax and National Insurance contributions from your salary payments and pay these to HM Revenue and Customs ( HMRC ), along with employers’ National Insurance contributions. If you or one of your employees make personal use of something that belongs to the business, you must report it as a benefit and pay any tax due. Dividends A dividend is a payment a company can make to shareholders if it has made a profit. You cannot count dividends as business costs when you work out your Corporation Tax. Your company must not pay out more in dividends than its available profits from current and previous financial years. You must usually pay dividends to all shareholders. To pay a dividend, you must: hold a directors’ meeting to ‘declare’ the dividend keep minutes of the meeting, even if you’re the only director Dividend paperwork For each dividend payment the company makes, you must write up a dividend voucher showing the: date company name names of the shareholders being paid a dividend amount of the dividend You must give a copy of the voucher to recipients of the dividend and keep a copy for your company’s records. Tax on dividends Your company does not need to pay tax on dividend payments. But shareholders may have to pay Income Tax if they’re over £500. Directors’ loans If you take more money out of a company than you’ve put in - and it’s not salary or dividend - it’s called a ‘directors’ loan’. If your company makes directors’ loans, you must keep records of them. There are also some detailed tax rules about how directors’ loans are handled .

Company changes you must report

You must report certain changes to Companies House. Changing your company’s registered office address You must tell Companies House if you want to change your company’s registered office address. If the change is approved, they will tell HM Revenue and Customs ( HMRC ). Your company’s new registered office address must be in the same part of the UK that the company was registered (incorporated). For example, if your company was registered in England and Wales, the new registered office address must be in England or Wales. Your address will not officially change until Companies House has registered it. Changing your company’s registered email address There’s a different process if you need to change your company’s registered email address . Other changes you must report You must tell HMRC if: your business’ contact details change - for example, your name, gender, business name or your personal or trading address you appoint an accountant or tax adviser You must tell Companies House within 14 days if you make changes to: the address where you keep your records, and which records you keep there directors or their personal details, like their address ‘people with significant control’ , or their personal details like a new address company secretaries (appointing a new one or ending an existing one’s appointment) You must tell Companies House within a month if you issue more shares in your company. How to report changes to Companies House You can: use the Companies House online service fill in and send paper forms You must update your registered email address separately. Changes that shareholders must approve You may need to get shareholders to vote on the decision if you want to: change the company name remove a director change the company’s articles of association This is called ‘passing a resolution’. Most resolutions will need a majority to agree (called an ‘ordinary resolution’). Some might require a 75% majority (called a ‘special resolution’). Companies House has more details about the types of changes and resolutions you must report to them. Your new company name will not take effect until it’s registered by Companies House - they’ll tell you when this happens. Shareholder voting When you’re working out whether you have a majority, count the number of shares that give the owner the right to vote, rather than the number of shareholders. You do not necessarily need to have a meeting of shareholders to pass a resolution. If the right amount of shareholders have told you they agree, you can confirm the resolution in writing. But you must write to all shareholders letting them know about the decision.

Company and accounting records

You must keep: records about the company itself financial and accounting records You can hire a professional (for example, an accountant) to help with your tax. HM Revenue and Customs ( HMRC ) may check your records with a compliance check to make sure you’re paying the right amount of tax. Records about the company You must keep details of: directors, shareholders and company secretaries the results of any shareholder votes and resolutions promises for the company to repay loans at a specific date in the future (‘debentures’) and who they must be paid back to promises the company makes for payments if something goes wrong and it’s the company’s fault (‘indemnities’) transactions when someone buys shares in the company loans or mortgages secured against the company’s assets You must tell Companies House if you keep the records somewhere other than the company’s registered office address. Register of ‘people with significant control’ You must also keep a register of ‘people with significant control’ ( PSC ). Your PSC register must include details of anyone who: has more than 25% shares or voting rights in your company can appoint or remove a majority of directors can influence or control your company or trust You still need to keep a record if there are no people with significant control. Read more guidance on keeping a PSC register if your company’s ownership and control is not simple. Accounting records You must keep accounting records that include: all money received and spent by the company, including grants and payments from coronavirus (COVID-19) support schemes details of assets owned by the company debts the company owes or is owed stock the company owns at the end of the financial year the stocktakings you used to work out the stock figure all goods bought and sold who you bought and sold them to and from (unless you run a retail business) You must also keep any other financial records, information and calculations you need to prepare and file your annual accounts and Company Tax Return . This includes records of: all money spent by the company, for example receipts, petty cash books, orders and delivery notes all money received by the company, for example invoices, contracts, sales books and till rolls any other relevant documents, for example bank statements and correspondence You can be fined £3,000 by HMRC or disqualified as a company director if you do not keep accounting records. How long to keep records You must keep records for 6 years from the end of the last company financial year they relate to, or longer if: they show a transaction that covers more than one of the company’s accounting periods the company has bought something that it expects to last more than 6 years, like equipment or machinery you sent your Company Tax Return late HMRC has started a compliance check into your Company Tax Return If your records are lost, stolen or destroyed If you cannot replace your records after they were lost, stolen or destroyed you must: do your best to recreate them tell your Corporation Tax office straight away include this information in your Company Tax Return

Confirmation statement

You need to check that the information Companies House has about your company is correct every year. This is called a confirmation statement. Check your company’s details You need to check the following: the details of your registered office, directors, secretary and the address where you keep your records your statement of capital and shareholder information if your company has shares your SIC code (the number that identifies what your company does) your register of ‘people with significant control’ Check the Companies House register . There’s a different process if you need to change your company’s registered email address . Send your confirmation statement Send your confirmation statement online or by post. It costs £34 to file your confirmation statement online, and £62 by post. Providing an email address You must provide an email address in your confirmation statement if you have not already provided one. Companies House will use this email address to contact you about your company. You must read any emails that your company receives. Your email address will not be published on the public register. If you need to report changes You can only use your confirmation statement to report changes to your: SIC code statement of capital trading status of shares exemption from keeping a register of ‘people with significant control’ shareholder information You must tell Companies House about other changes to your limited company . When it’s due Your confirmation statement is due usually a year after either: the date your company incorporated the date you filed your last confirmation statement You can file your confirmation statement up to 14 days after the due date. Sign up to get an email reminder when your confirmation statement is due. You can be fined up to £5,000 and your company may be struck off if you do not send your confirmation statement.

Signs, stationery and promotional material

Signs You must display a sign showing your company name at your registered company address and wherever your business operates. If you’re running your business from home, you do not need to display a sign there. Example If you’re running 3 shops and an office that’s not at your home, you must display a sign at each of them. The sign must be easy to read and to see at any time, not just when you’re open. Stationery and promotional material You must include your company’s name on all company documents, publicity and letters. On business letters, order forms and websites, you must show: the company’s registered number its registered office address where the company is registered (England and Wales, Scotland or Northern Ireland) the fact that it’s a limited company (usually by spelling out the company’s full name including ‘Limited’ or ‘Ltd’) If you want to include directors’ names, you must list all of them. If you want to show your company’s share capital (how much the shares were worth when you issued them), you must say how much is ‘paid up’ (owned by shareholders). There are different rules for what you need to include on invoices .

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Running a limited company: your responsibilities

Directors’ responsibilities

As a director of a limited company, you must:

follow the company’s rules, shown in its articles of association
keep company records and report changes
file your accounts and your Company Tax Return
tell other shareholders if you might personally benefit from a transaction the company makes
pay Corporation Tax

You can hire other people to manage some of these things day-to-day (for example, an accountant) but you’re still legally responsible for your company’s records, accounts and performance.

You may be fined, prosecuted or disqualified from being a company director if you do not meet your responsibilities.

Contact your professional adviser or trade association to find out more.

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