© Crown copyright 2018
This publication is licensed under the terms of the Open Government Licence v3.0 except where otherwise stated. To view this licence, visit nationalarchives.gov.uk/doc/open-government-licence/version/3 or write to the Information Policy Team, The National Archives, Kew, London TW9 4DU, or email: email@example.com.
Where we have identified any third party copyright information you will need to obtain permission from the copyright holders concerned.
This publication is available at https://www.gov.uk/government/publications/late-filing-penalties/late-filing-penalties
Late filing penalties explained
Late filing penalties were introduced in 1992 to encourage directors of companies to file their accounts and reports on time, because this information is required for the public record. All companies - private or public, large or small, trading or non-trading must send their accounts and reports to Companies House every year. If you submit company accounts and reports late, the law imposes an automatic penalty.
The period allowed for filing your company’s accounts depends on whether you are filing your first accounts since incorporation or subsequent accounts:
Your first accounts
If your company’s first accounts cover a period of more than 12 months, you must deliver them to Companies House within 21 months of the date of incorporation for private companies and within 18 months for public companies, or 3 months from the accounting reference date, whichever is the longer.
Please see our Life of a Company Part 1 – Annual Requirements guide for more information.
In subsequent years, a private company has 9 months from the end of the accounting reference period in which to deliver its accounts. A public company has 6 months. However if you change the accounting reference period the filing time may be reduced. Further information on accounting reference dates and the filing deadline is in our ‘Life of a Company Part 1 – Annual Requirements’ guide. If you are a director of the company you are personally responsible for ensuring you deliver your accounts before the time allowed runs out. Delivery means actual receipt at Companies House in the correct format. If the accounts are late a penalty is automatically imposed.
Late filing penalty fees
The penalty only applies to company accounts. The level of the penalty depends on how late the accounts reach Companies House and is shown in the following table.
|Length of period (measured from the date the accounts are due)||Penalty Penalty Private company||Public company|
|Not more than 1 month||£150||£750|
|More than 1 month but not more than 3 months||£375||£1,500|
|More than 3 months but not more than 6 months||£750||£3,000|
|More than 6 months||£1,500||£7,500|
A private company’s set of acceptable accounts for the accounting period GP5 ending 30 September 2009 would need to be delivered by 30 June 2010 to avoid a late filing penalty. If they were not delivered to Companies House until 15 July 2010 the company will incur a late filing penalty of £150.
The penalties will be doubled if a company files its accounts late in 2 successive financial years beginning on or after 6 April 2008. This means that if a private company, has an accounting reference date of 30 September and the accounts for the period ending 30 September 2009 were delivered late and you delivered accounts for the subsequent period ending 30 September 2010 late, then you would incur a £300 late filing penalty.
Consequences of not filing
Failure to file confirmation statements, annual returns or accounts is a criminal offence which can result in directors being fined personally in the criminal courts. Any criminal proceedings taken as a result of non-filing of confirmation statements, annual returns or accounts is separate from and in addition to any late filing penalty imposed against the company for filing accounts late. The registrar may also take steps to strike the company off the public record if these documents are delivered late. There is no late filing penalty imposed on confirmation statements or annual returns that have been filed late. Failure to pay the late filing penalty can result in enforcement proceedings.
Avoiding a penalty
Allow enough time to ensure that your accounts reach Companies House within the period allowed. If a filing deadline expires on a Sunday or Bank Holiday the law still requires accounts to be filed by the due date.
First class post does not guarantee next day delivery, so please consider using guaranteed methods of delivery to ensure your accounts arrive on time, especially if your filing deadline is near.
To help you file on time: • mark your diary or calendar to remind you in good time of the filing deadline(s) • read the filing reminders we send to your registered office • if appropriate, instruct your accountants in good time and remind them of the need to prepare and deliver your accounts on time
If you have any doubts about the deadline you can check when your accounts are due using Companies House Service
Delivering accounts to Companies House
You can send your accounts using our safe and secure online service.
Extending the time for delivering the accounts
You should take appropriate measures to ensure your accounts are filed on time. However, if, before the filing deadline, there is a special reason, such as an unforeseen event why the accounts might be filed late, you may make an application to extend the period allowed for filing to Companies House. Please note, an extension will only be granted if the reasons are exceptional. You will find more information on this in our Life of a Company Part 1 – Annual Requirements guide.
When accounts are incorrect
We can’t accept accounts until they meet the requirements of the Companies Act. If, for example, the balance sheet is not signed, we will return them for amendment. If you file the corrected accounts late the company will receive a late filing penalty. To avoid this we recommend that you deliver accounts as soon as they are complete and as far as possible in advance of the last date for delivery.
Knowing when a penalty has been imposed
If you deliver your accounts late, we will automatically issue a penalty notice to the registered office address.
The penalty notice gives details of the penalty/penalties imposed against the company. It shows the last date for filing, the date of filing of the accounts and the level of the penalty imposed.
Paying the penalty
Information on how to pay the penalty is enclosed with the penalty notice.
If you don’t pay the penalty, we’ll ask our debt collectors to take action. Ultimately the matter will be decided in the County Court or Sheriff Court where you will have the opportunity to file a defence. You may wish to consider seeking professional advice because we may seek to recover our legal costs if the court finds in favour of the registrar.
Restoring a company to the register
If you restore a company to the register after it has been struck off and dissolved it will not be required to pay penalties that became due during the period it was dissolved.
It will need to pay: • unpaid penalties outstanding on accounts delivered late before the company was dissolved • penalties due for accounts delivered on restoration, if the accounts were overdue at the date the company was dissolved
You may appeal against a penalty, but it will only be successful if you can show that the circumstances are exceptional. The registrar has very limited discretion not to collect a penalty. It may be applied when an unforeseen catastrophe strikes a company at a critical time. This might include, for example, a fire destroying records a few days before the filing deadline.
The registrar cannot consider an appeal in the following circumstances as they are outside his discretion:
• your company is dormant • you cannot afford to pay • your accountant was ill • you relied on your accountant • these are your first accounts • you are not familiar with the filing requirements • your company or its directors have financial difficulties (including bankruptcy) • your accounts were delayed or lost in the post • the directors live or were travelling overseas • another director is responsible for preparing the accounts
If, after reading the above, you still wish to appeal, you must contact us to do so. We will normally reply within 10 working days and will suspend recovery action while we are considering your appeal.
If your appeal is rejected you can contact the Senior Casework Unit, Late Filing Penalties Department at the appropriate office in Cardiff, Edinburgh or Belfast. If the senior casework unit upholds the penalty, you can ask for the Independent Adjudicators to review your case. Don’t contact the adjudicators until you have heard from the senior casework unit. Further information about the adjudicators can be found on our website.
Parliament decided that discretion resides solely with the registrar. The registrar’s discretion is limited and the adjudicators cannot force him to reverse his decision to collect a penalty.
Paying the penalty
If you have difficulty in paying the penalty outright, we will normally accept payment over a short period by monthly instalments. You must contact us to request to pay by instalments explaining why you cannot pay the penalty immediately.
In most instances, you should make your appeal or instalment request in writing. The safest and quickest way for an appeal or instalment request to be considered is by emailing it to firstname.lastname@example.org
If you’re unable to send an appeal or instalment request in writing, contact our enquiries department on 0303 1234 500.
Documents sent to Companies House
We scan the documents and forms you deliver to us to produce an electronic image. We store the original, paper documents and use the electronic image as the working document. When a customer searches the company record, they see the electronic image reproduced online. It’s important not only that the original is legible, but that it can also produce a clear copy. When you file a document electronically, we automatically create an electronic image from the data you have provided us with. This chapter sets out some guidelines to follow when preparing a document for filing at Companies House.
Documents filed electronically must comply with the specifications set out by the registrar in his rules on electronic filing. The formats for software filing are contained in the rules published on the website.
Generally, every paper document sent to Companies House must state in a prominent position the registered name and number of the company. There are a few exceptions to this rule, which are set out in the published registrar’s rules, which can be found on our website.
Paper documents should be on A4 size, plain white paper with a matt finish. The text should be black, clear, legible, and of uniform density. Letters and numbers must be clear and legible so that we can make an acceptable copy of the document. When you fill in a form:
- use black ink or black type
- use bold lettering (some elegant thin typefaces and pens give poor quality copies)
- don’t send a carbon copy
- photocopies can result in a grey shade that will not scan well
When you complete other documents:
- the points already made relating to completing forms
- use A4 size paper with a good margin
- supply them in portrait format
- include the company number and name
Delivering information to Companies House
The safest and most secure way to file statutory information is to use our online filing service
If you are delivering documents by post, courier, Document Exchange Service (DX) or Legal Post (in Scotland) and would like a receipt, Companies House will provide an acknowledgement if you enclose a copy of your covering letter with a pre-paid addressed return envelope. We will barcode your copy letter with the date of receipt and return it to you in the envelope provided. An acknowledgement of receipt does not mean that a document has been accepted for registration at Companies House. We don’t accept any statutory documents by fax, PDF (except for electronically filed certified copies of charge instruments) or by email.
You don’t have to pay a fee for many of the documents that you have to send to Companies House, but some do require a fee and we will not accept them for registration without it.
Filing documents in other languages
The law requires that you deliver documents to Companies House in English. There are exceptions as detailed below. You can draw up and deliver documents in Welsh if you’re a company with its registered office situated in Wales.
Companies can deliver the following documents in other languages if the document is accompanied by a certified translation into English:
- Resolutions and agreements affecting a company’s constitution
- For companies included in accounts of larger EEA (European Economic Area) groups, the group accounts and parent undertaking’s annual report
- For companies included in accounts of larger non-EEA groups, the group accounts and, where appropriate, the consolidated annual report
- Charge instruments (or copy charge instruments)
- Valuation report required to be delivered to the registrar under section 94(2)(d) of the Act
- Articles of association
- Memorandum of association
- Court orders
In addition companies may also file voluntary certified translations of any document subject to the First Company Law Directive disclosure requirements.
- Constitutional documents such as the memorandum and articles of association
- Directors appointments, changes in particulars or terminations; Accounts, reports and annual returns/confirmation statements; Notification of any change in a company’s registered office; Winding up documents; Share capital documents (public companies only); Documents relating to mergers and divisions (public companies only); and Documents relating to overseas companies
The voluntary translation must relate to a document delivered to Companies House on or after 1 January 2007. Voluntary translations can only be filed in an official language of the European Union and must be accompanied by Form VT01 which will link the translation to the original document.