Filing requirements and defective accounts for UK companies

The regulatory requirements relating to the filing of company accounts are set out in sections 441-448 of then Companies Act 2006 (CA 2006). CA 2006 requires that a company files its accounts and reports with the Registrar of Companies within the following time limits:

• Private companies must file their accounts and reports within nine months of the end of their accounting reference period;
• Public companies must file their accounts and reports within six months of the end of their accounting reference period.

Special provisions apply when the accounting reference period is the company's first and is longer than 12 months or when an accounting reference period is shortened.

For further details on the requirements for the periods allowed for filing, ICAEW members and Corporate Reporting Faculty subscribers can visit:

• Factsheet: Overview of UK Regulation for Company Accounts

When events beyond their control mean companies are unable to meet their filing deadline, companies may apply for an extension. The deadline extension must be applied for before the normal filing deadline. The application must be made online, and the following information will be needed:

• the company number;
• information about why more time is needed;
• documents to support your application (optional).

Automatic filing penalties are imposed when accounts are filed late, and the registrar has very limited discretion not to collect a penalty.

Accounting periods can be lengthened or shortened to be more or less than 12 months. Changing the company’s year end will change the deadline for filing accounts, unless it is the company’s first financial year being lengthened. There are certain restrictions and implications that should be considered carefully before making a change:

• Companies may only change their year end (their accounting reference date), be it to shorten or lengthen the accounting period, for their current financial year or the one immediately before. Year ends cannot be changed when accounts are overdue.
• Generally, companies can lengthen their accounting period to a maximum of 18 months and, unless certain criteria apply, the financial year can only be lengthened once every five years.
• Companies may change their year end by shortening their financial year (by a minimum of one day) as many times as they like.

Companies can apply online to change their year end.

Small companies and micro-entities have a number of options available when filing their accounts and reports. For further information on the filing requirements and options visit:

• Small company filing options
• Micro-entities filing options
• Small and micro-entity reporting hub

Small LLPs also have a number of options available when filing their accounts. For further information on the filing requirements and options for small LLPs visit:

• Filing options for small LLPs.

Legislation to amend sections of CA 2006 relating to the filing of accounts and reports passed into law in October 2023.

As well as introducing stronger powers to tackle money laundering and other illicit activity, the Economic Crime and Corporate Transparency Act (ECCT Act or ‘the Act’) brings reforms to Companies House, including measures relating to filing requirements.

The Act simplifies and streamlines filing options be removing certain filing exemptions for micro-entities and small companies. For further information on the changes introduced in the Act visit:

• The Economic Crime and Corporate Transparency Act: accounts and filing aspects

While the ECCT Act received Royal Assent in October 2023, many of the measures within the Act will be implemented through secondary legislation. Implementation will involve a significant programme of work, phased-in over several years.

From 4 March 2024, the first set of measures were rolled out by Companies House under the ECCT Act and are now in operation. Effective immediately are new and enhanced powers for Companies House, including:

• the power to remove inaccurate information;
• requirement of a statement of lawful purpose;
• new rules for registered office addresses;
• stronger checks on company names;
• requirements to supply a registered email address; and
• the ability for Companies House to share data with other government departments and law enforcement agencies.

Companies House has increased fees from 1 May 2024 with more stringent identity verification checks and the following accounts reform measures are expected by early 2026:

• small and micro companies will be required to file a profit and loss account (although this may not be made public);
• small companies will be required to file a directors’ report; and
• transition to software-only digital filing.

There can be circumstances when the directors of a company believe it would be appropriate to revise previously-published financial statements or have been encouraged to do so by another party such as the Conduct Committee of the Financial Reporting Council. Revision of the accounts would ensure accounts which are free from material misstatement are available to shareholders and are on public record (ie, the Registrar of Companies).

For more information on the legal requirements, as well as practical guidance on the best approach to take, ICAEW members and Corporate Reporting Faculty subscribers can visit:

• Factsheet: Revision of defective accounts

For detailed guidance on the criteria for each size regime of company, and regulatory requirements affecting UK company accounts, ICAEW members and Corporate Reporting Faculty subscribers can view the following factsheets:

• Entitlement to the micro, small, medium and large companies regimes.
• Overview of UK Regulation for Company Accounts factsheet.
• Preparing and Filing Small Company Accounts.