Limited Liability Partnerships - Late Filing Penalties: Appeals - GBLLP4

May 2009 - Version 7

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1. What is a penalty notice?

A penalty notice gives details of the penalty/penalties levied against a limited liability partnership (LLP) because we did not receive the LLP’s accounts and the auditor’s report (if any) on those accounts, on time. The notice includes information on how to pay the penalty.

2. What are late filing penalties?

All LLPs must send their accounts, and the auditor’s report on those accounts, (unless exempt from audit) to Companies House. As a designated member of an LLP, you are personally responsible for ensuring you deliver the LLP accounts before the time allowed runs out. Delivery means actual receipt at Companies House in the correct format. If they are late the law automatically creates a penalty. The size of the penalty depends on how late the accounts reach Companies House and is shown in the following table.

The penalties will be doubled for late filing in two successive financial years beginning on or after 1 October 2008.

3. Can I appeal?

You may appeal against a penalty but it will only be successful if you can show that the circumstances are exceptional.

4. What is exceptional?

The Registrar has very limited discretion not to collect a penalty. It may be applied when an unforeseen catastrophe strikes a LLP at a critical time. This might include, for example, a fire destroying records a few days before time allowed runs out. The Registrar may also apply discretion if a mistake by Companies House has contributed to the late filing.

5. What is not exceptional? 

The Registrar cannot consider an appeal in the following circumstances as they are outside the Registrar’s discretion:

• your LLP 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 LLP or its members have financial difficulties (including bankruptcy)
• your accounts were delayed or lost in the post
• the members live or were travelling overseas
• another member is responsible for preparing the accounts

6. Do I still want to appeal? 

If, after reading the above, you still wish to appeal, you must do so in writing and address your letter to the address shown on the front page of the penalty notice. We will normally reply within 10 working days and will suspend recovery action while we are considering your appeal.

7. What happens if my appeal is rejected?

You can write to the Senior Appeals Manager in the Late Filing Penalties Department (or for LLPs registered in Scotland, the Registrar for Companies for Scotland in Edinburgh). If the Senior Appeals Manager upholds the penalty, you can ask for the Independent Adjudicator to review your case.

All communication with the Adjudicator must be in writing. Please do not write to the Adjudicator until you have heard from the Senior Appeals Manager.

Please note Parliament decided that discretion resides solely with the Registrar, and the Adjudicator cannot force the Registrar to not collect a penalty that lies outside his limited discretion.

8. Can I pay the penalty by instalments?

Yes. If you have difficulty in paying the penalty outright then we will normally accept payment by monthly instalments. These are usually over four months and exceptionally over ten months, depending on the amount you have to pay.  You must make any request to pay by instalments in writing and explain why you  cannot pay the penalty  immediately.

9. What happens if I do not pay the penalty?

If you do not pay the penalty, we will 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.

10. Further help?

If you need further advice about a late filing penalty, please call the contact number shown on the front of the penalty notice.

If you need help on other matters including guidance please call our Contact Centre on 0303 1234 500.

General advice on filing requirements and information about companies is also available on our website www.companieshouse.gov.uk.

How to pay your penalty

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