Company filing requirements

Every company has a duty to prepare a set of accounts which report on the company’s performance and activities during the financial year. A copy of these accounts must be sent to every member of the company; every holder of the company's debentures; and every person who is entitled to receive notice of general meetings. All private and public companies, whether trading or not, must also send their accounts to Companies House, as well as an annual return.

Accounting reference date

When a company’s accounts need to be filed will depend on a company’s accounting reference date. This is a company’s financial year-end - a 12-month period for which you must prepare annual financial statements.

For new companies, the first accounting reference date is the first anniversary of the last day in the month in which the company was incorporated. You can change the current or your last accounting reference date by extending or shortening the period, although you need to notify Companies House if you do this. There are also restrictions: you can’t extend a period so it lasts more than 18 months from the start date of the accounting period unless the company is in administration and you can’t extend more than once in five years unless: it’s approved by the Secretary of State; the company is in administration; or the company is matching up its accounting reference date with that of a subsidiary/ parent undertaking in the UK or European Economic Area (EEA).

Private companies usually have nine months and public companies six months to submit their accounts to Companies House after the end of each accounting reference period. If your company's first accounts cover a period of 12 months or less, the normal times allowed for delivery apply. If those accounts cover more than 12 months though, you must deliver them:

• within 21 months of the date of incorporation (private companies);
• within 18 months of the date of incorporation (public companies); or
• three months from the accounting reference date, whichever is longer.

Accounting records

All companies – whether trading or not – must keep accounting records which display a company’s transactions and show its financial position at any time. These must be open to inspection by the company’s officers and kept at its registered office address (or place thought suitable by directors) for three years by private companies, or six years by public companies.

They must show all of a company’s incomings and outgoings; and all its assets and liabilities. If the business deals in goods the records must contain statements of stock held by the company at the end of each financial year; stock takings from which you have taken or prepared any statements of stock; and all goods bought and sold (other than by ordinary retail trade) This must include the goods, the buyers and sellers.

Preparing accounts

The accounts are prepared for a company for each of its financial years by its directors. These are known as individual accounts. The company's board of directors must approve the accounts and have them signed on their behalf before they send them to Companies House. Although there are some exemptions, they must generally include:

• Directors' report and, unless the company is small, a business review - must be signed by a director or the company secretary.
• Auditors' report (unless exempt) – must be signed and dated by the auditor.
• Profit and loss account (or income and expenditure account for companies not trading for profit).
• Balance sheet – must be signed by a director.
• Notes to the accounts.
• Directors’ remuneration report (quoted public companies only) – must be signed by a director or the company secretary.

Public companies must lay its accounts before its members at an Annual General Meeting (AGM), but private companies are no longer legally obliged to do so.

Late filing and failure to file

If you are late filing your accounts with Companies House you will face an automatic financial penalty. If you fail to file them at all this is a criminal offence, with all the directors risking prosecution which carries a fine of up to £5,000 for each offence.

Small and medium-sized companies

Each company is classified as small, medium or large, depending on their thresholds for turnover, balance sheet total and the average number of employees. All companies which do not fit the criteria for small or medium sized companies are classed as large companies and must prepare and file full accounts.  

Small companies

The accounts prepared and submitted by a small company need not disclose as much information as medium-sized and large companies. Public companies and certain financial services companies cannot qualify as small companies. To qualify as a small company it must meet at least two of the following conditions:

• annual turnover of £6.5m or less;
• balance sheet total of £3.26m or less;
• average number of employees of 50 or less.

To qualify as small, a group of companies must meet at least two of the following conditions:

• aggregate turnover must be £6.5m net (or £7.8m gross) or less;
• aggregate balance sheet total must be £3.26m net (or £3.9m gross) or less; and
• aggregate average number of employees must be 50 or less.

Small company accounts

Generally, small company accounts prepared for shareholders include:

• Directors' report - this does not have to contain a business review or a statement as to the amount the directors recommend be paid by way of dividend;
• Auditors report (unless exempt);
• Profit and loss account;
• Full balance sheet, signed by a director. This must state that the accounts have been prepared in accordance with the special provisions applicable to companies subject to the small companies’ regime;
• Notes to the accounts; and
• Group accounts (if a small parent company chooses to prepare them).

A company can deliver a copy of the accounts it prepared for its members under the small companies regime to Companies House, or it can deliver an abbreviated version. An abbreviated version would not include a copy of the directors’ report or the profit and loss account and the balance sheet can be abbreviated. If you do choose to abbreviate the accounts – unless you are exempt from audit (see below) - you will also need a special auditor's report which must state the company is entitled to deliver abbreviated accounts and have been properly prepared.

Small company audit exemptions 

To qualify for audit exemption, a company must qualify as small (see above); have a turnover of not more than £6.5m; and have a balance sheet total of not more than £3.26m. However, even if a company meets this criterion its accounts must be audited if demanded by a member or members holding at least 10% of the nominal value of issued share capital or holding 10% of any class of shares. 

Most parent companies or subsidiary undertakings must submit audited accounts to Companies House - even if they would otherwise be eligible for audit exemption – as do public companies (unless the company is dormant) and certain financial services companies (including an authorised insurance company, a banking company, or an e-money issuer).

If a company qualifies for audit exemption it may submit unaudited accounts to Companies House in the form of an abbreviated balance sheet and notes or, if it chooses, full accounts. Small companies that deliver a full balance sheet may choose not to include a copy of the directors’ report and/or a copy of the profit and loss.

Medium-sized companies

A medium-sized company can also choose to submit reduced information to Companies House. Public companies and certain financial services companies cannot qualify as medium-sized companies. To be a medium-sized company, it must meet at least two of the following conditions:

• annual turnover of £25.9m or less;
• the balance sheet total of £12.9m or less;
• average number of employees is 250 or less

Medium-sized company accounts

Disclosure of compliance with accounting standards and related party transactions may be left out of the accounts medium-sized companies send to their members. The accounts must include:

• Directors' report (this must include a business review although certain information may be excluded)
• Auditor’s report;
• Profit and loss account (this can be a slightly reduced version);
• Balance sheet, signed by a director;
• Notes to the accounts; and
• Group accounts (if appropriate).

Abbreviated accounts can be sent to Companies House but these must still include:

• an abbreviated profit and loss account
• the full balance sheet;
• a special auditor's report (which must should state that the company is entitled to deliver abbreviated accounts and that they have been properly prepared);
• the directors' report; and
• notes to the accounts.

Annual return

Each year every company, whether trading or dormant, must send an annual return to Companies House which contains key information about the company including details of directors, secretary, shareholders, etc. You must complete the annual return by the 'made-up date', which is a date not later than 12 months after the date of the made-up date of the previous annual return; or in the case of a company's first annual return, the anniversary of the date of incorporation.  

Other filing requirements 

Other notices that you may have to file with Companies House include:

• notice of an increase or change in share capital;
• details of mortgages and charges;
• various company resolutions – including special, extraordinary and elective resolutions. These must be received by Companies House within 15 days of being passed.
• notice of a company's liquidation, receivership, administration or a voluntary arrangement.