Annotations on the Companies House register

An annotation is a note the registrar places on a company’s public record at Companies House. Section 1081 of the Companies Act 2006 requires notes in some cases, such as when a document is replaced or material is removed, and Companies House guidance says the registrar may also annotate where information appears misleading or confusing. Notes form part of the register, so anyone searching the company sees them. A company deals with an annotation mainly by fixing the underlying problem; a note may then be removed once it no longer serves a useful purpose.

Where does the power to annotate come from?

Section 1081 sets out the registrar’s duties and powers to annotate. Subsection (1) lists the notes the registrar must make. Subsection (2) lets the Secretary of State add further circumstances by regulations. Subsection (4) allows a note to be removed if it no longer serves any useful purpose, and subsection (6) confirms that notes are part of the register for all purposes of the Companies Acts.

The power gained importance when the Economic Crime and Corporate Transparency Act 2023 gave the registrar statutory objectives in section 1081A. Objective 3 is to ensure that records kept by the registrar do not create a false or misleading impression to members of the public. Annotation is one of the simplest tools for meeting it. For the wider set of powers, see Companies House powers to query and remove information.

When must the registrar add a note?

Under section 1081(1) the registrar must record:

• the date on which each document was delivered;
• if a document is replaced, the fact of replacement and the date the replacement was delivered;
• if material is removed, a general description of what was removed, the power used and the date;
• if a charge document is rectified under section 859M, the nature and date of the rectification;
• if a charge instrument or debenture is replaced under section 859N, the fact and date of the replacement.

No note is needed for a document that section 1072(2) treats as never delivered because it did not meet the requirements for proper delivery (section 1081(3)). A rejected filing therefore does not leave a trace of this kind; see Companies House rejected filings.

When can the registrar choose to annotate?

Companies House guidance on the registrar’s rules and powers says the registrar may annotate where information on the register appears misleading or confusing, to remedy that as far as possible, and where information previously treated as part of the register is no longer considered to be. Other Companies House publications show where this is likely to be used.

• Unresolved inconsistencies. If a company does not answer a section 1093 notice to resolve an inconsistency, the guidance says the registrar may annotate material that appears misleading or confusing, on top of the offence.
• Poor compliance. The Companies House enforcement policy lists “annotating the register to highlight misleading and inaccurate information” among the steps it will consider for companies at level 3 of its compliance framework, those showing disregard for compliance.
• Identity verification. The Companies House approach to non compliance with identity verification lists annotating the register for public transparency as an enforcement method, and its verification guidance says that in the future it will publish a note against the name of anyone who does not verify.
• Corporate directors. Section 156C(3) will require a note where a corporate director ceases to hold office under the natural person rule and the company has not filed the change. That rule is not yet in force; see corporate directors rules.

Not every annotation is bad news. The PSC register guidance says that once a PSC verifies, their name will show a “verified status” annotation confirming that their identity has been checked.

What does an annotation tell someone searching the register?

For a lender, supplier, buyer or adviser running a check, an annotation is a prompt to look further.

Type of note	What it suggests
Replacement	An earlier document did not meet the requirements for proper delivery, or contained unnecessary material, and has been replaced
Removal	Something was taken off the register, for example an appointment made without consent, and the note says under what power
Misleading or confusing information	The registrar has doubts about something on the record that the company has not cleared up
Verified status	The individual has completed identity verification

A note about misleading information is the one most likely to cause concern, because it shows the registrar has flagged the record. In due diligence it is sensible to read it alongside the filing history, any discrepancy reports the searcher has made, and the company’s explanation.

How can a company respond?

The best response is to stop an annotation being needed in the first place.

1. Answer section 1093 notices. The company has 14 days beginning with the date of issue to take all reasonable steps to resolve the inconsistency, for example by delivering replacement or additional documents. Failing to do so is an offence by the company and every officer in default, with a fine up to level 5 and a daily default fine.
2. Replace defective documents. Under section 1076 the registrar may accept a replacement for a document that did not meet the requirements of proper delivery or contained unnecessary material. The guidance says replacements go with form RP01 and can currently only be filed on paper. A trivial inaccuracy is dealt with by a second filing instead.
3. Apply to remove material. Section 1094 allows removal of material that was not properly delivered or is unnecessary, usually on form RP08. Where registration had legal consequences, the registrar must be satisfied that the interest in removal outweighs other people’s interest in it staying.
4. Ask for an out of date note to come off. Once the problem is fixed, the company can explain why the note no longer serves a useful purpose. The decision is the registrar’s under section 1081(4).
5. Go to court where necessary. Under section 1081(5) the registrar’s annotation powers are subject to the court’s power under section 1097 to direct that a note be removed, or that no note be made of a removal.

A note recording a replacement or removal is part of the permanent history and will normally stay, because it explains why the record looks as it does.

How might this play out?

Illustration only. Oak Ltd’s confirmation statement shows 100 shares in issue, but an allotment filed three months earlier took the total to 150. The registrar sends a section 1093 notice on 5 October.

• If the director files a corrected confirmation statement by 18 October, the inconsistency is resolved and no annotation about misleading information is needed.
• If the notice is ignored, the company and its director commit an offence, and the registrar may add a note warning that the share capital information appears inconsistent. A bank reviewing Oak Ltd for a loan would see it.

Separately, a former employee was once wrongly shown as a director without consent. The appointment was removed under section 1094 and the register carries a note recording the removal, the power used and the date. That note will stay; it explains the record rather than criticising the company.

What mistakes do companies make?

• Treating Companies House letters as routine and missing the 14 day window.
• Filing a fresh document on top of a wrong one instead of using the replacement route, leaving two conflicting versions.
• Assuming an annotation can be deleted on request; removal is discretionary.
• Making a filing that is wrong in a material particular; that can be a criminal offence, as explained in false statements to Companies House.

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Related Accountapedia entries

• Removing wrong information from the Companies House register
• Correcting a Companies House filing with form RP04
• Reporting fraudulent filings at Companies House
• What happens if a director does not verify their identity
• The Economic Crime and Corporate Transparency Act explained
• Removing a satisfied charge from the register

Sources

• legislation.gov.uk: Act 2006 c. 46, section 1081
• legislation.gov.uk: Act 2006 c. 46, section 1081A
• GOV.UK: Company registrars rules and powers
• legislation.gov.uk: Act 2006 c. 46, section 1093
• legislation.gov.uk: Act 2006 c. 46, section 1094
• legislation.gov.uk: Act 2006 c. 46, section 1076
• GOV.UK: Companies house enforcement policy
• GOV.UK: Companies house approach to non compliance with mandatory identity ver
• GOV.UK: Verifying your identity for companies house
• legislation.gov.uk: Act 2006 c. 46, section 156C

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 19 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.