Company formation Registration - HOME

Annual Return
Accounting reference Dates
Accounting records
Accounts for your members
Accounts for Companies House
Small company accounts
Medium-sized company accounts
Dormant company accounts
Partnership accounts
Community Interest Company
Auditors
Quality of documents
Further information


Introduction


This guide tells you about the documents that a company must deliver every year to Companies House - even if the company is dormant – see chapter 8. If you don’t comply, there could be serious consequences. The Registrar might assume that the company is no longer carrying on business or in operation and take steps to strike it from the register. If the Registrar strikes a company off the register, it ceases to exist and its assets become Crown property.

However where a company is in operation, the company's officers could be prosecuted because they are personally responsible for ensuring that they submit company information on time. Failing to do so is a criminal offence. In addition, there is an automatic civil penalty for submitting accounts late.

The requirement to file annual documents applies to all companies, including small companies such as flat management companies.

You should read this guide together with the Companies Act 2006 and the relevant regulations which are available to view on the Office of Public Sector Information website. Some of the main regulations you will need to refer to are:

The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008;
The Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008;
The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008;
The Partnerships (Accounts) Regulations 2008.
The guide covers the following topics:

Chapter 1: Annual Returns. This gives a snapshot of general information about a company's directors, secretaries, registered office address, shareholders and share capital.

Chapter 2: Accounting reference dates. Every company has an accounting reference date which determines its financial year-end. It is also the date that determines when accounts are due for delivery to Companies House.

Chapter 3: Accounting records. These are records which are sufficient to show and explain a company’s transactions and disclose its financial position at any time. The accounting records must enable the directors to prepare accounts that comply with the Companies Act or International Accounting Standards (IAS).

Chapter 4 – 10: Preparing and filing accounts. All companies must prepare accounts for their members and for filing at Companies House. For large companies, both sets of accounts are identical. Small and medium-sized companies may choose to comply with separate requirements for the accounts that the company must prepare for its members and those that it files at Companies House. There is a deadline for delivering acceptable accounts which comply with all relevant legal requirements to Companies House. If you miss the deadline we will issue an automatic penalty, without exception. In addition, we may prosecute directors of a company for delivering their accounts late or not at all.

It is important that you, your accountants and your auditors are aware of the filing deadline.

The requirements and filing deadlines of the Companies Act 2006 are not the same as those of Her Majesty’s Revenue and Customs or any other regulatory bodies such as the Financial Services Authority. There are also separate requirements for companies that are charities. It is the directors’ responsibility to be aware of the different requirements.

This guide focuses on the accounts and reports which small and medium-sized companies must deliver to Companies House. Large companies are subject to more complex requirements which are outside the scope of this guide.

This guide does not deal with the content of accounts of companies which are drawn up under International Accounting Standards. The publication and filing requirements are the same as for the accounts of companies not drawn up under International Accounting Standards, with a slight variation for the accounts of small companies delivered to Companies House – see chapter 5, question 2.3.

This guide cannot tell you how to prepare company accounts. It will tell you which documents make up a set of accounts, what exemptions you may be able to take advantage of, and whether you must appoint an auditor and present an audited set of accounts. If you are uncertain, you should consider seeking independent professional advice.

Chapter 11: Auditors. This briefly explains the role of a company auditor. It outlines the circumstances when companies need not appoint an auditor. It also explains the procedure for appointing and removing auditors from office, and the individuals and firms who are eligible to act as auditors.

Chapter 12 – 13: Quality of documents and further information. These chapters will give you some useful information about how to access the documents that you will need to send to Companies House. It also points out some of the general quality requirements that all documents must meet.