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Late Filing Penalty FAQs
Late Filing Penalty Appeals FAQs

Late Filing Penalties - GBA5

May 2008 - Version 9

As modified by the Companies Act 2006

When reading these guidance notes, you need to be aware of the following:

• Some (but not all) of the provisions in the Companies Act 2006 have come into force.  Therefore, some provisions in the Companies Act 1985 remain relevant. We have tried as far as possible to make it clear throughout these notes which Act applies. If you would like to find out more you may wish to visit our website at www.companieshouse.gov.uk where you can find out which provisions in the respective Acts are in force. Our website also contains a link to the BERR (The Department for Business, Enterprise and Regulatory Reform) website http://www.berr.gov.uk/bbf/co-act-2006/index.html where you can find further information. Some provisions in the new Act are subject to transitional arrangements. We will as far as possible explain these in this guidance and give details on our website.
• There are two further stages in the implementation of the Companies Act 2006 scheduled for October 2008 and October 2009. We will update any guidance notes affected by those implementations at the time. You may wish also to keep an eye on our website where we will publish more information as the implementation process continues so you can access the most up to date information.
• Until October 2009, these guidance notes apply only to companies formed in Great Britain (England, Wales and Scotland). The separate system in Northern Ireland is then scheduled to merge into a single system for the whole of the United Kingdom

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NOTE:  The above penalty bands will increase for accounts delivered late from 1st February 2009.  For further information please see our website www.companieshouse.gov.uk

We have divided the rest of this Chapter into two parts. This is because there are different periods allowed for filing your accounts depending on whether you are preparing them in accordance with the Companies Act 1985 or the Companies Act 2006.

PART ONE- COMPANIES ACT 1985

3. How long do I have to file my company's first accounts?

If you are filing your company's first accounts after incorporation and they cover a period of more than 12 months, they must deliver them to the Registrar within 22 months of the date of incorporation for private companies and 19 months for public companies. For example, a private company incorporated on 1 January will have an “accounting reference date” – the date on which the accounting reference period ends each year – of 31 January: but it has until midnight on 1 November the following year (22 months from the date of incorporation) to deliver its accounts, not 30 November.

4. How long do I normally have to file my accounts?

Unless you are filing your company's first accounts (question 1) the time normally allowed for delivering accounts to Companies House is:

• 10 months from the end of the relevant accounting period for private companies; and
• 7 months from the end of the relevant period for public companies.

If you have changed the accounting reference date and thus shortened the accounting reference period, the new filing deadline will be the longer of the following two options;

• 10 months for a private company (or 7 months for a public company) from the new accounting reference date (i.e. the last day of the new accounting reference period); or  
• 3 months from the date of receipt by Companies House of the notice (change of accounting reference date form).

The table below shows the dates by which the accounts must normally be delivered. It does not apply to a company's first accounts, if the accounting period is longer than 12 months (see question 1).

The definition of a period of months also applies to the filing of first accounts – see question 1 above. 

The calculation of period allowed for filing a company’s accounts has changed for accounting period starting on or after 6th April 2008 – please see question 4 under the ‘Companies Act 2006’ below

Important: If you have any doubts about the deadline for your company's accounts contact us on 0870 33 33 636 to confirm when you should file your accounts. Alternatively you can check when your next accounts are due by using WebCHeck, a free online service on our website on www.companieshouse.gov.uk which enables you to search certain company information.

Remember: it is the date of delivery to the Registrar which is important - not the date of posting.

PART TWO- COMPANIES ACT 2006

THE FOLLOWING APPLIES FOR ACCOUNTING PERIODS STARTING ON OR AFTER 6TH APRIL 2008

For accounting periods starting on or after 06 April 2008 the normal time allowed for filing accounts has been reduced from 10 months to 9 months for a private company and 7 months to 6 months for public companies.  The following explains how this will affect the calculation of deadlines for delivering acceptable accounts.

1. How long do I have to file my company's first accounts?

If you are filing your company's first accounts after incorporation and they cover a period of more than 12 months, you must deliver them to the Registrar within 21 months of the date of incorporation for private companies and 18 months for public companies. For example, a private company incorporated on 1 January with an accounting reference date – the date on which the accounting reference period ends each year – of 31 January has until midnight on 1 October in the next year (21 months from the date of incorporation) to deliver its accounts.

2. How long do I normally have to file my accounts?

The time allowed for filing accounts is:

• 9 months for private companies; and
• 6 months for public companies

after the end of the relevant accounting reference period.

3. If I shorten my Accounting Reference Date will I still have to file by the original deadline?
No. If you have changed the accounting reference date and thus shortened the accounting reference period, the new filing deadline will automatically be the longer of the following two options:

• 9 months for a private company (6 months for a public company) from the new accounting reference date;  or
• 3 months from the date of receipt by Companies House of the notice (change of accounting reference date form).

4. Do you calculate the time allowed for filing accounts in the same way under the Companies Act 2006?
In some cases, “Yes”. Usually, a period of months after your Accounting Reference Date ends on the corresponding date in the appropriate month.  For example a private company with an accounting reference date of 5th April has until midnight on 5th January of the relevant year to deliver its accounts.  The definition of a period of months still applies to the filing of first accounts - see question 1 above.

However, for accounting periods starting on or after 6th April 2008, if the accounting reference date falls on the last day of a month, the period allowed for filing will also end on the last day of the appropriate month.  The table below shows the deadlines for delivering accounting reference date accounts for accounting periods starting on or after 06 April 2008.

Please note: if a filing deadline expires on a Sunday or Bank Holiday the law still requires you to file accounts by that date. You must ensure that they are posted in time to arrive before such a deadline in order to avoid incurring a penalty.

If you have any doubts about the deadline for your company's accounts - contact us on 0870 33 33 636 to confirm when you should file your accounts. Alternatively you could check when your next accounts are due by using WebCHeck, a free online service on our website www.companieshouse.gov.uk which enables you to search certain company information. It is the date of delivery to the Registrar which is important - not the date of posting.

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CHAPTER 2
How to avoid late filing penalties

1. How can I avoid penalties?

Allow enough time to ensure that your accounts reach Companies House within the period allowed. First-class post does not guarantee next day delivery, so if the filing deadline is looming, then please consider guaranteed methods of delivery that will ensure that your accounts arrive on time. Remember: the company will incur a penalty if the post delays its accounts.

To help you file on time, you may wish to consider the following suggestions:

• mark your diary or calendar to remind you in good time of the filing deadlines;
• 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.

2. Can I apply for extra time to file?

If there is a special reason for doing so, you may make an application to Companies House to extend the time for laying and delivering accounts. You may wish to do this, for example, if there has been an unforeseen event which was outside the control of the company and its auditors and which will mean that the accounts will not arrive on time.

You must make the application in writing and deliver it before the normal filing deadline has expired.  It must contain a full explanation of the reasons for the extension and the length of the extension requested.

We cannot accept accounts until they meet the requirements of the Companies Act. If, for example, a signature is missing, they will be returned for amendment. This may result in a late filing penalty if the corrected accounts are delivered late.

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1. How will I know when a penalty is due?

If you deliver accounts late, we will automatically issue an invoice to your registered office address.

2. What will happen if I do not pay the penalty?

We will refer the penalty to collection agents if it remains unpaid. We may take legal action which could result in a County Court judgment or a Sheriff Court decree against your company.

3. What happens if I restore a company to the Register?

If you restore a company to the Register after it has been struck off and dissolved, the law regards it as having continued to exist as though it had never been struck off. Accounts filed on restoration will be subject to late filing penalties if you deliver them late.

In determining the level of any penalty, we normally disregard the period during which the company was dissolved. We do not normally collect late filing penalties for accounts received on restoration that became due while the company was dissolved.

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They are entirely different. Companies incur late filing penalties under civil law. Failure to pay a late filing penalty can result in a County Court judgment (or Sheriff Court decree) against the company.

Failure to file accounts is a separate, criminal offence which can result in directors themselves being fined on conviction in the criminal courts.

Important: Both a penalty and a fine could be payable for the same set of accounts if they are not filed on time.

3. Does the Registrar have any discretion as to whether to collect a penalty?

The Registrar has very limited discretion not to collect a penalty. He will only use it in exceptional circumstances.

Remember: You have not delivered a document to the Registrar until he has received it.

4. Where do I get forms and guidance?

This is one of a series of Companies House which provide a simple guide to the Companies Act.

Statutory forms and guidance are available, free of charge from Companies House. The quickest way to get them is through our website or by telephoning 0870 3333636.

Forms can also be obtained from legal stationers, accountants, solicitors and company formation agents - addresses in business phone books.

5. How do I send information to the Registrar?
The safest and most secure way to send statutory information to Companies House is to use our online filing services.  For more information and registration details please visit our website www.companieshouse.gov.uk

If you are sending documents by post, courier or the  Document Exchange Service (DX) 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.  We will only acknowledge receipt of documents at Companies House if you provide a stamped addressed envelope.  However, if you use our online filing services you will automatically receive acknowledgement of receipt via email.

Please note: an acknowledgement of receipt does not mean that Companies House has accepted a document for registration.

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