Late Filing Penalties
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Late Filing Penalties
| Late Filing Penalties - GBA5 Contents
Introduction All companies - private or public, large or small, trading or non-trading - must send their accounts to the Registrar of Companies every year. If accounts are delivered late, the Registrar will impose an automatic penalty. This booklet explains late filing penalties in more detail. It includes advice on how company directors can meet their filing obligations without incurring a penalty.  Back to top CHAPTER 1 Late filing penalties explained 1. What are late filing penalties? Late filing penalties were introduced in 1992 to encourage directors of limited companies to file their accounts on time because they must provide this statutory information for the public record. Section 242A of the Companies Act 1985 says that penalties will be imposed on any company that delivers its accounts to Companies House after the period allowed for filing. ('Statutory' means by law.) 2. How much are the penalties? That depends on how late the accounts reach the Registrar, as shown in this table:
3. 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. The definition in the box below 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 . 4. How long do I normally have to file my accounts? Unless you are filing your company's first accounts (see question 3 ) the time normally allowed for delivering accounts to Companies House is:
If your company's accounting period does not end on the last day of a month, then each period 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 the following year to deliver its accounts. Please be aware of the definition of a period of months in connection with filing accounts and the calculation of penalty bands:
Important: if you have any doubts about the deadline for your company's accounts - contact us on 0870 33 33 636 and ask us to confirm when your accounts should be filed. Remember: it is the date of delivery to the Registrar which is important - not the date of posting.
Back to top CHAPTER 2 How to avoid late filing penalties 1. How can I avoid penalties? Allow enough time to ensure that your accounts reach the Registrar within the period allowed in the Companies Act. First-class post is not guaranteed so if the filing deadline is looming, then please consider guaranteed methods of delivery that will ensure that your accounts arrive on time. Remember: the Registrar will not waive a penalty if your accounts are delayed in the post. To help you file on time:
If your company has overseas interests, and the financial year begins before 1st January 2005, you may claim a three-month extension by delivering Form 244 to the Registrar before the end of the normal period allowed for filing. (Form 244 cannot be used for financial years which begin on or after 1st January 2005 but an extension to the filing period may still be granted in exceptional circumstance - see below).If there is a special reason for seeking a filing extension, then in exceptional circumstances the Secretary of State may extend the time for filing (see section 244(5) Companies Act 1985 as amended) ... for companies incorporated in England and Wales: Companies Administration Section Companies House Crown Way Cardiff CF14 3UZ Fax: 029 2038 0652 for companies incorporated in Scotland: The Registrar for Scotland Companies House 37 Castle Terrace Edinburgh EH1 2EB Fax: 0131 535 5820 3. What if Companies House rejects my accounts as incorrect? We cannot accept accounts until they meet the requirements of the Companies Act. If, for example, a signature is missing, they will be returned for amendment. This may result in a late filing penalty if the corrected accounts are delivered late.
Back to top CHAPTER 3 Once a late filing penalty has been imposed 1. How will I know when a penalty is due? If accounts are delivered late, an invoice is issued automatically to your registered office address. 2. What will happen if the penalty is not paid? The penalty will be referred to collection agents. If it remains unpaid, legal action may be taken which could result in a County Court judgment or a Sheriff Court decree against your company. 3. What happens if a company is restored to the Register? If a company is restored to the Register after being struck off and dissolved, then it is regarded as having continued to exist as though it had never been struck off. Accounts filed on restoration will be subject to late filing penalties. In determining the level of any penalty, the period during which the company was dissolved is normally disregarded. For example, a set of accounts that should have been delivered 2 months before a private company was dissolved are still regarded as 2 months late if they are delivered on restoration - the late filing penalty is still £100. (See chapter 1, question 2 for a table listing the levels of late filing penalties.) Late filing penalties are not normally collected for accounts received on restoration that became due while the company was dissolved. For more information about restoration, please see our booklet, 'Strike-off, Dissolution and Restoration' or, for companies registered in Scotland, 'Strike-off, Dissolution and Restoration (Scotland)'. Back to top CHAPTER 4 Further information 1. Do late filing penalties apply to any other documents? No. Only to accounts. 2. Are late filing penalties the same as fines imposed on directors for non-filing? No. They are entirely different. Late filing penalties are imposed on the company 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 criminal offence which can result in directors being fined personally in the criminal courts. In addition to the directors being fined, the Registrar may take steps to strike the company off the public record. Important: Both a penalty and a fine could be payable for the same set of accounts if they are not filed on time, and then delivered late. 3. Does the Registrar have any discretion whether to collect a penalty? The Registrar has very limited discretion not to collect a penalty. He will only use it in exceptional circumstances. Remember: Delivery of any document to the Registrar does not take place until Companies House receives it.
4. Where do I get forms and guidance booklets? This is one of a series of Companies House booklets which provide a simple guide to the Companies Act. Statutory forms and guidance booklets are available, free of charge from Companies House. The quickest way to get them is through this website or by telephoning 0870 3333636. If you prefer you can write to our stationery sections in Cardiff or Edinburgh . Forms can also be obtained from legal stationers, accountants, solicitors and company formation agents - addresses in business phone books. 5. How do I send information to the Registrar? You may deliver 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 Hays 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 Britdoc (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. Please note: an acknowledgement of receipt does not mean that a document has been accepted for registration at Companies House.
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