What happens if my company accounts and confirmation statement are overdue?

What does Companies House actually require?

Two filings come round every year for a private limited company, and they are easy to confuse.

The first is the annual accounts. Companies House's guidance on late filing penalties explains that all companies must send their accounts and reports every year, whether they are trading or not, large or small. After the first set, a private company has 9 months from the end of its accounting reference period to deliver them.

The second is the confirmation statement. Companies House's guidance on filing your confirmation statement says every company, including dormant and non trading companies, must file one at least once every year. It confirms that the information Companies House holds about the company is up to date, and it has to be filed even if nothing has changed.

The two are separate. Filing one does not cover the other, and they can fall due at different points in the year.

What happens when the accounts are late?

The penalty for late accounts is automatic. The guidance says that if you submit accounts late, the law imposes an automatic late filing penalty, and the amount depends on how late they reach Companies House.

How late the accounts are	Penalty for a private company
Not more than 1 month	£150
More than 1 month but not more than 3 months	£375
More than 3 months but not more than 6 months	£750
More than 6 months	£1,500

GOV.UK's guide to penalties for late filing adds that the penalty is doubled if your accounts are late 2 years in a row. The late filing penalties guidance shows that public companies pay more, from £750 up to £7,500.

The penalty is not the whole picture. The guidance is clear that not filing accounts or confirmation statements is a criminal offence, and that directors could be personally fined for it in the criminal courts. That is separate from, and in addition to, the late filing penalty charged to the company.

What about an overdue confirmation statement?

The confirmation statement works differently from the accounts, but it is not optional. The guidance says you must review your records and file at least one confirmation statement every 12 months, and you can file up to 14 days after the review period has ended.

If it is not filed, the guidance says you can be fined up to £5,000 and the company may be struck off. The annual fee is £50 if you file online.

There is a newer step to plan for. The confirmation statement guidance says Companies House will not accept a company's confirmation statement until all directors have verified their identity, and each director needs a Companies House personal code to include on it. If a director has not done this yet, it is worth sorting first, because it can hold up an otherwise simple filing.

Can the company really be struck off?

Yes. Both pieces of guidance mention it. The late filing penalty guidance says the registrar could take steps to strike your company off the register, and the confirmation statement guidance says the company may be struck off if the statement is not filed.

A company that is struck off is dissolved. For a company that is still trading, that is a serious and avoidable disruption. It is the main reason not to let overdue filings drift, even when the penalties themselves feel manageable.

Which misunderstandings cost directors money?

One belief worth correcting is that the accountant is responsible. The guidance says that as a director you are personally responsible for delivering the accounts before the time allowed runs out. GOV.UK's guide to penalties for late filing lists "it was your accountant's (or anybody else's) fault" among the reasons an appeal may not succeed.

Another is assuming a penalty can be appealed on cost grounds. The same list includes not being able to afford to pay. Appeals do exist, but the guidance says you must give a specific reason, include relevant details and show the circumstances were out of your control.

A third is leaving the accounts until the deadline. Companies House cannot accept accounts that do not meet the requirements of the Companies Act. If they come back for correction and the corrected version arrives late, the company still gets a penalty. Delivering complete accounts early leaves room to fix problems.

How do you get back on track?

Start by finding out exactly where things stand. The confirmation statement guidance says you can check your confirmation date and filing deadline on the company information register, and sign up for email reminders.

Then work in a sensible order:

1. Make sure every director has verified their identity and has their personal code.
2. Check the company's details on the register, such as directors, people with significant control and the registered office address, and update anything that is wrong.
3. File the overdue confirmation statement and pay the annual fee.
4. Agree a firm timetable with your accountant for the overdue accounts, and give them what they need to finish.
5. When any penalty notice arrives, pay it or, if you have genuine grounds, appeal in line with the guidance.

After that, the aim is simply never to be in the same position again. The guidance suggests marking your diary with the filing deadlines, registering for email reminders and instructing your accountant in good time. A one page filing calendar on the office wall does the same job.

If there is a special reason the accounts may be late and the deadline has not yet passed, the guidance says you can apply for more time. The guidance sets a high bar for granting one, and gives an unforeseen event as an example of a special reason.

When is this not the answer?

Overdue filings are sometimes a symptom rather than the problem. If the accounts are late because the company cannot pay its accountant, or because the figures show it cannot pay its bills as they fall due, the filings are only part of what needs attention. In that situation, speak to a licensed insolvency practitioner about the company's position.

If you have received a summons or other papers about a criminal prosecution for not filing, speak to a solicitor. Preparing the accounts themselves is work for an accountant, and Vanquish Capital does not prepare statutory accounts.

If the company is dormant and you want to close it rather than keep it going, closing it properly is a separate process with its own rules, and it is worth getting advice on that before doing anything.

Where can you get help putting it in order?

Late filings usually pile up because the director is busy running the business, not because they do not care. Getting them back under control is mostly a matter of order and a realistic timetable.

If you would like a confidential conversation about where the company stands and what to tackle first, you can book a confidential consultation. We can help you map the deadlines, coordinate with your accountant and put a simple compliance calendar in place. You can read more about our legal and compliance support.