May 2009 - Version 12
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 is one further stage in the implementation of the Companies Act 2006 scheduled for October 2009. We will update guidance notes affected by the implementation 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
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.
For financial years beginning on or after 6 April 2008, accounts and reports will be prepared and filed under the Companies Act 2006, rather than the Companies Act 1985. There are some differences depending on which Act applies to the accounts and reports. This is explained in the course of this guidance.
Increased penalty bands apply to any accounts that are delivered late on or after 1 February 2009, whether they are filed under the Companies Act 1985 or the Companies Act 2006 (any penalties for late submission of accounts under the Companies Act 2006 are for financial years beginning on or after 6 April 2008).
The following table shows these bands:
Please note that the level of penalty depends upon whether the company was public or private at the end of the financial year in question.
The amounts set out in the table above will be doubled in cases where:
A private company files accounts which are more than 6 months late under the Companies Act 2006 and incurs a penalty of £1,500.
The following year, the same private company files accounts 2 months late under the Companies Act 2006. We double the usual penalty of £375 for that set of accounts and the company incurs a penalty of £750.
The double penalty will only apply to accounts not filed or filed late in 2 successive financial periods under the Companies Act 2006.
To avoid incurring late filing penalties or double penalties, see chapter 2 'How to avoid late filing penalties'.
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 2006
The following applies for accounting periods starting on or after 6th April 2008
For financial years beginning on or after 06 April 2008, the normal time allowed for filing accounts has 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 submitting acceptable accounts.
1. How long do I have to file my company's first accounts?
2. How long do I normally have to file my accounts?
Unless you are filing your company’s first accounts (see question 1), the time normally allowed for submitting accounts is:
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?
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 submit its accounts. The definition of a period of months still applies to the filing of first accounts - see question 1 above.
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 you post them in time to arrive before such a deadline to avoid incurring a penalty.
If you have any doubts about the deadline for your company's accounts, contact us on 0303 1234 500 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.If you intend to submit your accounts on paper, please remember that it is the date the accounts were delivered to Companies House which is important – not the date of posting.
PART TWO - COMPANIES ACT 1985
THE FOLLOWING APPLIES TO FINANCIAL YEARS STARTING BEFORE 6TH APRIL 2008.
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;
The table below shows the dates by which you must submit accounts. It does not apply to a company's first accounts, if the accounting period is longer than 12 months (see question 1).
If your company's accounting reference period does not end on the last day of a month, then each period allowed for submitting the accounts ends on the corresponding date in the appropriate month. For example, a private company with an accounting reference date (ARD) of 10 September has until 10 July (not 31 July) the following year to submit its accounts.
Please be aware of the definition of a period of months in connection with filing accounts and the calculation of penalty bands:
The definition of a period of months also applies to the filing of first accounts – see question 1.
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’.
Please note: if a filing deadline expires on a Sunday or Bank Holiday the law still requires you to file accounts by that date. If you deliver them on paper, you must ensure that you post them in time to arrive before such a deadline in order to avoid incurring a penalty.
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Remember: the company will incur a penalty if the post delays its accounts.
You can now file certain categories of accounts using our Software Filing or WebFiling services. Please refer to our website www.companieshouse.gov.uk for more information. If you file your accounts electronically, you will benefit from an email acknowledging receipt of your accounts at Companies House
To help you file on time, you may wish to consider the following suggestions:
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 submitting 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.
3. What if Companies House rejects my accounts as incorrect?
We cannot accept accounts until they meet the requirements of the Companies Act 1985 or of the Companies Act 2006, depending on which Act the accounts are filed under. If, for example, a signature is missing, we will return them for amendment. This may result in a late filing penalty if you submit the accounts late.
To avoid problems, we recommend that you submit accounts as soon as they are complete and as far as possible in advance of the end of the period allowed for delivery. Please note that facsimile (fax) copies of documents are not acceptable for registration. The quickest and easiest way to ensure the timely delivery of your accounts is to use our Software Filing or WebFiling services. You can file certain categories of accounts using these electronic services. Please refer to our website www.companieshouse.gov.uk for more details.Back to top
Once a late filing penalty has been imposed
1. How will I know when a penalty is due?
3. What happens if I restore a company to the Register?
No. 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.
Remember: You have not submitted a document to the Registrar until he has received it.
Need more information?
4. Where do I get forms and guidance?
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.ukYou may submit documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh.
You may also send documents by post, by the Document Exchange Service (DX), or by Legal Post (LP) in Scotland. If you send documents, please address them to:
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.
Please note: Companies House does not accept accounts or any other statutory documents by fax or in a PDF format.Back to top
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