UK Company Law Glossary: 30 Essential Terms

A working vocabulary of UK company law. Each term is defined with reference to the Companies Act 2006 (CA 2006) or related legislation, and its practical meaning for founders and directors.

A — F

ACSP (Authorised Corporate Service Provider). Under the Economic Crime and Corporate Transparency Act 2023, a regulated entity that may verify identity and file on behalf of a company. Guidance: https://www.gov.uk/guidance/identity-verification-at-companies-house.

Allotment. The act of assigning shares in a company to a person. Governed by CA 2006, sections 549–559. Directors generally need authority (under articles or by ordinary resolution) to allot.

Annual Accounts. The financial statements every company must prepare each year (CA 2006, s.394) and file at Companies House (s.441). First accounts due 21 months after incorporation; thereafter 9 months after accounting reference date.

AP01. Companies House form to appoint an individual director after incorporation. Must be filed within 14 days under s.167. AP02 is for corporate directors.

Articles of Association. The company’s internal rulebook. Constitutional document under CA 2006, ss.17–38. Binds the company and its members as a contract under s.33. Default is the Model Articles in SI 2008/3229.

Bona Vacantia. Latin for “vacant goods”. The Crown’s title to assets of a struck-off company. The Treasury Solicitor administers the regime in England and Wales.

Certificate of Incorporation. Document issued by Companies House under CA 2006, s.15 confirming that a company has been formed. Conclusive evidence that the requirements of the Act as to registration have been complied with (s.15(4)).

Companies House. The executive agency of the Department for Business and Trade that maintains the statutory register of UK companies. Operates under s.1060. Public register: https://find-and-update.company-information.service.gov.uk/.

Confirmation Statement. Annual statement under CA 2006, s.853A confirming the public register information is correct. Filed on form CS01. £50 digital fee from 1 February 2026.

Director. A person appointed to the board of a company. Subject to the general duties in CA 2006, ss.171–177 (act within powers, promote the success of the company, exercise independent judgment, exercise reasonable care, avoid conflicts of interest, not accept benefits from third parties, declare interests).

ECCTA 2023. Economic Crime and Corporate Transparency Act 2023. Major reform Act introducing identity verification, stricter registered office rules, fee increases (1 February 2026), and Companies House query/reject/remove powers.

EMI. Enterprise Management Incentive. Tax-advantaged share option scheme for SMEs. Guidance: https://www.gov.uk/tax-employee-share-schemes/enterprise-management-incentives-emis.

Filing. Delivery of documents to Companies House. Most filings are now online via Web Filing. Statutory deadlines apply (e.g. 14 days for officer changes under s.167; 21 days for confirmation statement).

G — N

General Meeting. A meeting of the members (shareholders) of a company. Procedural rules in CA 2006, Part 13. Special resolutions require 75% majority (s.283); ordinary resolutions require simple majority (s.282).

IN01. The legacy paper application form for incorporation. The equivalent fields are gathered electronically by Web Filing.

Identity Verification (IDV). Mandatory ID check for directors and PSCs under ECCTA 2023. Conducted via GOV.UK One Login or an ACSP.

Limited Company. A company whose members’ liability is limited (by shares or by guarantee). The default form is “private company limited by shares” (Ltd) under CA 2006, s.3(1)(a) and s.4(1).

Memorandum of Association. The subscribers’ declaration to form a company under CA 2006, s.8. Since 1 October 2009 a one-page formality.

Model Articles. The default articles prescribed by the Companies (Model Articles) Regulations 2008 (SI 2008/3229). Apply automatically if no other articles are filed (s.20). Schedule 1 covers private companies limited by shares.

Nominal Value. The face value of a share, fixed when the share is allotted. Distinct from market value. A share with nominal value of £1 may be issued at a premium (e.g. £10), with the £9 difference forming a share premium under s.610.

O — Z

Officer. Includes any director, manager, or secretary of the company (CA 2006, s.1173).

Ordinary Resolution. A resolution passed by a simple majority of those voting (CA 2006, s.282). Used for routine matters such as appointing directors and approving accounts.

PLC (Public Limited Company). A company whose shares may be offered to the public. Minimum nominal capital £50,000, with at least 25% paid up (s.763). Strict additional disclosure requirements.

PSC (Person with Significant Control). A person meeting any of five conditions in Schedule 1A to CA 2006: more than 25% of shares; more than 25% of voting rights; right to appoint or remove a majority of directors; significant influence or control; or equivalent control through a trust or firm.

Registered Office. The company’s official address for receipt of communications under CA 2006, s.86 (as amended by ECCTA 2023). Must be an “appropriate address” capable of receiving and acknowledging deliveries. PO Boxes prohibited since 4 March 2024.

RLE (Relevant Legal Entity). A corporate equivalent of a PSC under Schedule 1A, paragraph 6 — a company that is itself transparency-compliant and meets one of the five conditions.

Same-as Rules. The rules under CA 2006, s.66 and SI 2015/17 by which two company names are deemed identical. Punctuation, suffixes, ”&” vs “and”, and certain particles are disregarded.

Service Address. A director’s address used for the purposes of company correspondence (publicly listed). May be different from the residential address (which is private under s.165).

Shareholders’ Agreement. A private contract among shareholders, separate from the articles. Covers commercial terms (deadlock, exit, anti-dilution) that the parties prefer to keep confidential.

Special Resolution. A resolution passed by 75% of those voting (CA 2006, s.283). Required for amending the articles (s.21), changing the company name (s.77), and other constitutional matters.

Statement of Capital. Summary of share capital required under CA 2006, s.10. States total number of shares, aggregate nominal value, class details, and amount paid/unpaid.

Statement of Compliance. The s.13 statement confirming that the registration requirements of the Act have been complied with. False statements are a criminal offence under s.13(2) and s.1112.

Strike-off. Removal of a company from the register under CA 2006, ss.1000–1003. Voluntary (DS01) or compulsory (registrar-initiated). Striking off dissolves the company; its assets pass to the Crown.

Subscriber. A person who agrees to take shares on incorporation by signing the memorandum of association under s.8.

Web Filing. Companies House digital filing service at https://www.gov.uk/file-your-company-information. The default route for incorporations and ongoing filings.

Conclusion

These 30+ terms form the working vocabulary of UK company law. Most are defined precisely in the Companies Act 2006 — when in doubt, the legislation at https://www.legislation.gov.uk/ukpga/2006/46/contents is the authoritative source.

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Disclaimer

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Sources

1. Companies Act 2006: https://www.legislation.gov.uk/ukpga/2006/46/contents
2. Companies House public register: https://find-and-update.company-information.service.gov.uk/
3. Identity verification at Companies House: https://www.gov.uk/guidance/identity-verification-at-companies-house