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This chapter explains the basic rules on filing accounts. It applies to all company accounts irrespective of whether any filing exemptions apply to the content of the accounts.
1. Do all companies have to keep accounting records?
Yes. All limited and unlimited companies, whether or not they are trading, must keep accounting records.
2. What does a set of accounts include?
Generally, accounts must include:
- a profit and loss account (or income and expenditure account if the company is not trading for profit);
- a balance sheet signed by a director;
- an auditors' report signed by the auditor (if appropriate);
- a directors' report signed by a director or the secretary of the company;
- notes to the accounts; and
- group accounts (if appropriate).
This booklet cannot go into the detailed information that these documents must contain - for this see the Companies Act. Certain information may be omitted from the accounts of medium-sized and small (including very small and dormant) companies prepared under the special provisions of part VII of the Act. These companies may further abbreviate the accounts they file at Companies House - see chapter 3. Very small companies and dormant companies may also be exempt from audit - see chapters 4 and 5.
3. Do all companies have to deliver their accounts to the Registrar?
All limited and public limited companies must send their accounts to the Registrar. If they are eligible and wish to, medium-sized, small, very small and dormant companies may prepare and file 'abbreviated accounts' - see chapter 3, 4 and 5.
Unlimited companies need only deliver accounts to the Registrar if, during the period covered by the accounts, the company was:
- a subsidiary or a parent of a limited undertaking; or
- a banking or insurance company (or the parent company of a banking or insurance company); or
- a 'qualifying company' within the meaning of the Partnerships and Unlimited Companies (Accounts) Regulations 1993 - see chapter 7 of this booklet; or
- operating a trading stamp scheme.
4. What period must the accounts cover?
A company's first accounts cover the period starting on the date of incorporation, not the first day of trading. They end on the accounting reference date (ARD) or up to 7 days either side of that date. ARDs and how to change them are covered in chapter 1.
Subsequent accounts start on the day after the previous accounts ended. They finish on the ARD or up to 7 days either side of it.
5. How long do I have to file my company's first accounts?
If you are filing your company's first accounts and they cover a period of more than 12 months, they must be delivered to the Registrar within 22 months of the date of incorporation for private companies and 19 months for public companies or 3 months from the ARD, whichever is longer. The definition of a period of months in connection with filing the accounts also applies to the first accounts. For example, a private company incorporated on 1 January with an Accounting Reference Date (ARD) of 31 January has until midnight on 1 November (22 months from the date of incorporation) to deliver its accounts, not 30 November.
6. How long do I normally have to file my accounts?
Unless you are filing you company's first accounts (see question 5) the time normally allowed for delivering accounts to Companies House is:
- for a private company, 10 months from the ARD;
- for a public company, 7 months from the ARD.
However, if the accounting reference period has been shortened, the time allowed for filing the accounts is the longer of:
- for a private company 10 months (or for a public company 7 months) from the ARD; or
- 3 months from the date of the notice (Form 225).
Please be aware of the definition of a period of months in connection with filing accounts.
A period of months after a given date ends on the corresponding date in the appropriate month. For example a private company with an ARD of 30 September has until midnight on 30 July of the following year to deliver its accounts, not 31 July.
If there is no corresponding date, the last day of the month will apply. For example, a private company with an ARD of 30 April has until midnight on 28 February the following year to deliver its accounts. |
7. Can the time allowed for delivering accounts be extended?
If a company carries on business or has interests overseas, a 3-month extension to the normal filing period can be claimed by delivering Form 244 to Companies House. This form must be delivered before the normal filing deadline and this must be done for every year that the company wishes to claim the extension. It does not automatically apply from one year to the next.
An application may also be made to the Secretary of State for Trade and Industry to extend the time for laying and delivering accounts if there is a special reason for doing so. For example, if there has been an unforeseen event which was outside the control of the company and its auditors. The application must be made in writing, be delivered before the normal filing deadline, and must contain a full explanation of the reasons for the extension and the length of the extension needed.
For companies incorporated in
England & Wales write to: |
For companies incorporated in
Scotland write to: |
The Secretary of State for
Trade & Industry
c/o Companies Admin Section
Companies House
Crown Way
Cardiff CF14 3UZ
DX33050 Cardiff |
The Secretary of State for
Trade & Industry
Companies House
37 Castle Terrace
Edinburgh EH1 2EB
DX ED235 Edinburgh 1 |
8. What if the accounts are delivered late?
There is an automatic civil penalty for late filing. The amount depends on how late the accounts arrive and whether the company is private or public. The fixed penalties are as follows:
| Length of delay |
Public company |
Private company |
| 3 months or less |
£ 500 |
£100 |
| 3 months one day to 6 months |
£1000 |
£250 |
| 6 months one day to 12 months |
£2000 |
£500 |
| More than 12 months |
£5000 |
£1000 |
Failing to deliver accounts on time is also a criminal offence for which company directors may be prosecuted. Late filing penalties are fully explained in the booklet, 'Late Filing Penalties'.
| Please note: if a filing deadline expires on a Sunday or Bank Holiday the law still requires accounts to be filed by that date. So you should ensure that they are posted in time to arrive before such a deadline. |
9. Who can approve and sign accounts?
The accounts must be approved by the company's board of directors and signed before they are sent to Companies House.
- The balance sheet must be signed by a director, with any statements about accounting or filing exemptions appearing above the director's signature.
- The directors' report, if one is required, must be signed by a director or the company secretary.
- If an auditors' report, special auditors' report or accountants' report is attached to the accounts, then it must state the names of the auditors or accountants and be signed by them.
| You do not have to lay the accounts before a general meeting of the company, or have them agreed by the Inland Revenue, before sending them to Companies House.
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10. Does Companies House give technical advice on accounts?
No. Companies House can give general guidance, but not technical advice on specific accounting issues. Firstly, giving technical advice is not a role that the Government has given Companies House. Secondly, it is not practicable: your accounts are subject to complex legal requirements, and Companies House do not know enough about your company to be confident that Companies House are giving you proper advice.
Consult an accountant if you need this sort of advice.
11. What happens to documents sent to Companies House?
The documents and forms you deliver to Companies House are scanned to produce an electronic image. The original documents are then stored, and the electronic image is used as the working document.
When your business contacts view the company record, they see the electronic image reproduced on-line or on microfilm. So it is important not only that the original is legible, but that it can also produce a clear copy.
The remainder of this chapter lays down a few quality guidelines to follow when preparing accounts and other documents for filing at Companies House.
12. What happens if my documents do not meet the guidelines?
Section 706 of the Act allows Companies House to reject documents that cannot be captured electronically, giving a notice saying why they are unacceptable. An acceptable copy must be delivered within 14 days of the notice (otherwise Companies House treat the original as not having been delivered).
13. How should documents be set out?
Every document delivered to the Registrar must state prominently the registered number of the company, and must comply with any requirements specified by the Registrar relating to the legibility of that document.
Briefly, documents should be on A4 size, plain white paper between 80gsm and 100gsm in weight with a matt finish. Text should be black, clear, legible, and of uniform density.
When you prepare a document:
- 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;
- don't use a dot matrix printer;
- remember - photocopies can result in a grey shade that will not scan well;
- use A4 size paper with a good margin; and
- include the company number in the top right-hand corner of the first page.
Glossy accounts
If you are producing colour-printed glossy accounts, please save them for your shareholders and others who will appreciate them. Companies House still need black on white with a matt finish. A typed, unbound version of a printer's proof is ideal, provided it has the necessary signatures.
14. Can I find out more about this?
For further guidance on print requirements contact 029 2038 0575.
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