The Filing Obligation
Under the Companies Act 2006, directors and LLP members are personally responsible for ensuring that annual accounts are delivered to Companies House on time. Failure to do so is a criminal offence under section 451 of the Act. Prosecution is brought at Cardiff Magistrates' Court and, upon conviction, carries an unlimited fine and a permanent criminal record.
The obligation rests with the director personally — it is not discharged by delegating the task to an accountant or other adviser. Delivery means actual receipt at Companies House in the prescribed format. A document submitted in an incorrect form, or that arrives after the deadline, will not satisfy the obligation.
Statutory Filing Deadlines
Deadlines are determined by the type of company and the accounting reference period. Deadlines fall on the relevant date regardless of whether that date is a weekend or bank holiday.
- Private Companies and LLPs: 9 months from the end of the accounting reference period.
- Public Companies (PLCs): 6 months from the end of the accounting reference period.
- First Accounts, Private Companies: 21 months from the date of incorporation.
- First Accounts, Public Companies: 18 months from the date of incorporation.
Extensions: An application for an extension of time may be made before the deadline passes, but extensions are only granted for exceptional and unforeseen circumstances.
Civil Penalties for Late Filing
Civil penalties are imposed automatically on the company by Companies House upon late delivery. These penalties double if accounts are filed late in two successive financial years.
| Lateness | Private Co / LLP | Public Company |
|---|---|---|
| Under 1 month | £150 | £750 |
| 1 – 3 months | £375 | £1,500 |
| 3 – 6 months | £750 | £3,000 |
| Over 6 months | £1,500 | £7,500 |
Criminal Prosecution
If Companies House elects to prosecute, the director will receive a summons to attend Cardiff Magistrates' Court. Because the offence is one of strict liability, a not guilty verdict is available only in limited circumstances. The prosecution does not need to prove intent or dishonesty — it is sufficient to show that the accounts were delivered late.
Available Defences
A director may only be acquitted if they can demonstrate either that they took all reasonable steps to comply with the filing obligation, or that they acted honestly and reasonably and ought fairly to be excused. In practice, these defences are difficult to establish, and the more common approach is to pursue a plea in mitigation to minimise the financial penalty, or to negotiate with Companies House to discontinue proceedings before the hearing.
Long-Term Consequences of Conviction
A criminal conviction for non-filing carries consequences beyond the immediate financial penalty. A conviction must be declared when applying for certain visas, including travel to the United States under the Electronic System for Travel Authorisation, and may be disclosed on an Enhanced DBS certificate. Repeated convictions can also provide the basis for director disqualification proceedings under the Company Directors Disqualification Act 1986.
What to Do if You Are Under Investigation
If you have received a summons from Companies House or are aware that proceedings may be commenced against you, seek specialist legal advice immediately. Where accounts have not yet been filed, taking steps to file as soon as possible — even after the deadline — may be relevant to any mitigation. Legal advice should be obtained before responding to any correspondence from Companies House.