For many years, fraudsters have been using the names and addresses of innocent and unknowing parties to register companies at Companies House. Unfortunately, the ease by which information can be registered with Companies House plays into the hands of those who want to misuse the system for their own illicit means. Likewise, it is not uncommon for existing companies to have false filings made against them, for example, changing a company’s name or registered office address. Thankfully, Companies House recognised the risk of hijacking and false filings and put in place the PROOF scheme to prevent this from happening. In this article, we will look at the PROOF scheme, how it offers protection against false filings, and how it can be used.
What is the PROOF scheme?
The Protected Online Filing (PROOF) scheme is a free service that was put in place by Companies House to stop individuals from filing false information on existing companies by using paper forms. PROOF operates under section 1070 of the CA 2006, which states,
“Agreement for delivery by electronic means
(1)The registrar may agree with a company or other body) that documents relating to the company (or other body) that are required or
authorised to be delivered to the registrar—
- (a)will be delivered by electronic means, except as provided for in the agreement, and
- (b)will conform to such requirements as may be specified in the agreement or specified by the registrar in accordance with the agreement.
(2)An agreement under this section may relate to all or any description of documents to be delivered to the registrar.
(3)Documents in relation to which an agreement is in force under this section must be delivered in accordance with the agreement”.
To formally request changes to the details held by Companies House, UK companies can use the online WebFiling or software filing services. Using these services ensures that the process is completed in a secure manner because it relies on a confidential authentication code only held by the company. The problem is that while the online and digital Companies House services are fully secure, it is still possible to request changes using paper forms that are not secure. Anyone with the correct information could, in theory, file a paper form requesting a change, and if all is in order, the change will be made. To assist companies in protecting themselves from incidents of hijacking and false filings, Companies House introduced the PROOF scheme, offering protection from the false filing of appointments, resignations, change of particulars, change of company name, and change of registered office address when submitted using a paper form.
How does the PROOF scheme work?
When a company joins the PROOF scheme, it agrees with Companies House that it will file certain documents electronically only using the WebFiling or software filing services. This means that if Companies House ever receives a paper request for a change using one of these documents, it will be automatically rejected and sent back to the registered company address. Paragraph 6, Part 2 of Volume 2 of the Registrar’s Rules states:
“Delivery in paper form
6. (1) A document may be delivered to the registrar in paper form.
This is subject to the following proviso.
(2) Where a PROOF agreement is in force for a company or other body, a PROOF document which relates to that company or other body can not be delivered in paper form except as provided for in the PROOF agreement–.
In this paragraph –
“PROOF agreement” means an agreement for delivery by electronic means under section 1070 of the 2006 Act;
“PROOF document” means a document that is included in the terms of a PROOF agreement.”
If, after registering with the PROOF scheme, a company finds that it needs to submit a paper form covered under the scheme, a paper consent form must be completed. Companies House state that a paper consent form should only ever be used when absolutely necessary. See the PROOF terms and conditions for more information. To request a paper consent form, you will need to speak to the Companies House contact centre by calling 0303 1234 500.
Which documents are covered by the PROOF scheme?
The documents covered by the Companies House PROOF scheme are as follows:
Limited Company Forms
- AR01 Annual Return
- AP01 Appointment of director
- AP02 Appointment of corporate director
- AP03 Appointment of secretary
- AP04 Appointment of corporate secretary
- CH01 Change of director’s details
- CH02 Change of corporate director’s details
- CH03 Change of secretary’s details
- CH04 Change of corporate secretary’s details
- TM01 Termination of appointment of director
- TM02 Termination of appointment of secretary
- AD01 Change of registered office address
- NM01 Change of company name
- Change of company name by special resolution
Limited liability partnership (LLP) forms
- LL AR01 Annual Return
- LL AP01 Appointment of a member
- LL AP02 Appointment of a corporate member
- LL CH01 Change of member’s details
- LL CH02 Change of corporate member’s details
- LL TM01 Termination of appointment of a member
- LL AD01 Change of registered office address
Note: while annual returns are covered by the PROOF scheme, confirmation statements are not. All other Companies House documents delivered by a company in the PROOF scheme will be processed if received in paper form.
How can a company join the Companies House PROOF scheme?
Any UK company can join the PROOF scheme online on the Companies House website. To join the PROOF scheme, you will first need to be registered for online filing. The process of joining is extremely quick and simple. The Companies House guidance on the PROOF scheme explains that to join, users need to complete the following steps:
- Sign in to the Companies House WebFiling service for the company you want to protect under the PROOF scheme
- Click “Join PROOF” (this is next to the padlock at the top of the overview screen).
- Accept the terms and conditions
- Click “Protect this company”.
Note: If your company or LLP is already registered for the PROOF service, you will see that the padlock is already locked. If you are not covered by PROOF, it will be unlocked. Once you submit your application for PROOF, you will see a clock icon. In addition, you may not be able to use the PROOF service if your company or LLP is involved in an ongoing internal dispute between its officers. The dispute must be resolved before you can join PROOF.
Once you have completed the registration process, Companies House will send you an email confirming that your request to join the PROOF scheme has been successfully completed. Once confirmed, the documents covered by the scheme can only be submitted to Companies House using the WebFiling or software filing services. Because you have made this change, it is important to let any external service provider (e.g. accountant) know that you have joined the PROOF scheme, and they will need to bear this in mind when filing company documents on your behalf. You will also need to ensure they have the authentication codes required to complete online document submissions.
How can a company leave the Companies House PROOF scheme?
If, after joining the PROOF scheme, you decide to leave, you can do so online. To leave the PROOF service, you will need to complete the following steps:
- Sign in to the Companies House WebFiling service for the company registered with the PROOF scheme
- Click “Leave PROOF” (this is at the top of the overview screen).
Once you have left the PROOF scheme, you will receive an email from Companies House confirming that you have been deregistered from the service. This means that you will no longer be protected from fraudulent filings submitted to Companies House on paper.
In certain circumstances, in accordance with clause 7.2 of the PROOF terms and conditions, Companies House may also terminate your PROOF agreement with immediate effect. Clause 7.2 states, “The Registrar may terminate this agreement with immediate effect by giving written notice to the Company. The Registrar may also notify one or more or any of the directors (or members as the case may be) of the Company that the agreement is terminated. The Registrar will give reasons for terminating the agreement under this clause 7.2 to the Company if requested”.
In a world where fraud is an all too common occurrence, joining the Companies House PROOF service can offer real peace of mind that important changes to your company registration cannot be made without the necessary authorisation. Becoming a victim of false filing fraud can have substantial financial and reputational consequences both for the company and the individual members. It may also indicate that criminals are seeking to take advantage of the company and its brand and standing for their own illicit means. PROOF is quick and easy to join, and best of all, it is completely free of charge.
If you are establishing a limited company or LLP in the UK, Uniwide Formations can deal with the incorporation and Companies House registration process for you, allowing you to focus on your setting up your business. As company formation specialists with many years of experience, we understand the process and will make sure that your registration with Companies House is done professionally and quickly.