The Short Answer
If your company files its annual accounts after the deadline, Companies House charges an automatic penalty. There is no warning, no grace period and no discretion at the point it is issued. The amount depends on one thing only: how late the accounts were.
Private companies and LLPs
| How late | Penalty |
|---|---|
| Not more than 1 month | £150 |
| More than 1 month, up to 3 months | £375 |
| More than 3 months, up to 6 months | £750 |
| More than 6 months | £1,500 |
Public companies
| How late | Penalty |
|---|---|
| Not more than 1 month | £750 |
| More than 1 month, up to 3 months | £1,500 |
| More than 3 months, up to 6 months | £3,000 |
| More than 6 months | £7,500 |
The penalty doubles if the accounts were also filed late for the previous financial year.
That table appears on roughly every page you will find on this subject, because it comes straight from Companies House. It is also the least useful part of the answer. What follows is the part that changes what you should actually do.
The Numbers Nobody Puts on the Page
In the year to March 2025, Companies House issued 317,985 late filing penalties. That is not a rounding error on the register, it is close to one penalty for every seventeen companies on it.
Of those, 47,673 were appealed, which Companies House itself describes as around one in seven.
Now the number that matters. Across every appeal route combined, first stage, second stage, the independent adjudicators and the registrar personally, penalties were not collected or were cancelled in 10,258 of the 317,985 cases. That is roughly 3.2%.
Go one level deeper and it gets starker. The independent adjudicators considered 466 cases that year and fully or partly allowed 27 of them, 6%. The cases that reach the adjudicators are the ones that have already survived two rounds of internal review, so they are the strongest appeals in the country. Ninety four per cent of the best appeals still fail. Of the handful that then went to the registrar, the registrar allowed one.
We think every director staring at a penalty notice should see those figures before they spend a weekend drafting an appeal. The appeal process is not a negotiation and it is not a discount scheme. It is a narrow filter for a small number of genuinely exceptional cases, and the honest planning assumption is that you will pay.
There is a second figure worth knowing. The Department for Business and Trade funded Companies House £14.5 million in 2025/26 to pursue penalties, handle appeals and run debt collection, and the money collected goes to the Treasury's Consolidated Fund rather than to Companies House. Nobody at Companies House gets a better year by settling with you. That is the structural reason this feels so unlike dealing with HMRC, where time to pay is a live conversation with someone who has an incentive to reach an arrangement.
How the Deadline Is Actually Set
The bands are measured from the filing deadline, not from your year end, so it is worth being precise about the deadline itself.
For subsequent accounts, a private company has nine months from the end of its accounting reference period. A public company has six.
For first accounts, a private company has the longer of 21 months from incorporation or three months from the accounting reference date. A public company gets 18 months on the same basis. First accounts catch people out in both directions: new directors assume there is a special first year exemption, and there is not, and others assume the normal nine months applies, then discover their deadline was later than they thought and they worried for nothing.
Deadlines are dates, not working days. If your deadline falls on a Sunday or Christmas Day, it is still that day. The accounts have to be delivered and accepted by then. Accounts that are rejected for an error on the last afternoon are not filed, and the penalty applies as though nothing had been sent.
The Doubling Rule Is the Expensive Part
The single most costly misunderstanding we see is about the doubling rule, and it is a timing point rather than a legal one.
The rule is that the penalty doubles where accounts were filed late in the immediately preceding financial year. Directors read that as a warning about the future. It is more often a description of the present, because a company that is late once is usually late twice by the time anyone deals with it.
Take a recruitment company with a 31 March year end.
Its 2025 accounts were due on 31 December 2025 and went in on 4 February 2026, so a bit over a month late. Penalty: £375.
Nothing changes in the bookkeeping. The 2026 accounts are due on 31 December 2026 and go in on 18 May 2027, four and a half months late. That band is £750, and because the previous year was also late, it doubles to £1,500.
Two ordinary years of drift, no fraud, no insolvency, a business that traded profitably throughout, and £1,875 has left the company for nothing at all.
Now the version we see more often, which is worse. A company is two years behind and the director sensibly decides to fix everything at once. Both sets of accounts are prepared and filed on the same day. The older set is more than six months late, so £1,500. The newer set is also late, and the year before it was late, so its band doubles. Filing them together does not merge the penalties, and filing them in a tidy order does not soften the second one. The doubling looks at the previous financial year's filing history, not at when you eventually caught up.
If you are behind, this is the arithmetic that should set your urgency. Getting the older year filed does not stop the newer one doubling. Getting the newer one into a lower band is the only thing that reduces the total, and that is a question of days.
The Penalty Costs More Than It Says
Here is the point we almost never see made outside an accountant's office, and it changes the number.
A Companies House late filing penalty is not deductible for corporation tax. HMRC's long standing position, set out at BIM42515, is that fines and penalties fail the wholly and exclusively test, because their purpose is to punish. The courts have been clear about the principle since CIR v Alexander von Glehn Ltd in 1920, and Lord Hoffmann restated it in McKnight v Sheppard in 1999: a penalty is meant to punish the taxpayer, and allowing a deduction would let the taxpayer share the burden with everyone else.
So the £1,500 in the example above is not a £1,500 cost. It is £1,500 of money the company has already paid corporation tax on. At the 25% main rate you need £2,000 of pre tax profit to settle a £1,500 penalty. Across the two years in that example, the £1,875 of penalties consumes £2,500 of profit.
We mention this because directors reflexively compare the penalty to an accountancy fee. A £1,500 penalty and a £1,500 fee are not the same transaction. The fee is deductible and buys you something. The penalty is neither. If you want to see what that does to your tax position, our corporation tax calculator and our guide to corporation tax cover the underlying rates.
The One Lever That Works, And It Expires Before You Need It
There is a legitimate, statutory way to move your Companies House filing deadline. It is not widely explained, it is not a loophole, and it is useless to anyone who has already missed the date. That last part is why almost nobody hears about it at the moment they would benefit.
Under section 392 of the Companies Act 2006, a company can shorten its accounting reference period by notice, and it can do so as often as it likes, by as little as one day. Lengthening is restricted, once every five years and never beyond 18 months, but shortening is not.
Section 442(4) then sets the filing deadline for a shortened period as whichever expires last:
- the normal period, nine months from the end of the shortened accounting reference period, or
- three months from the date of the notice.
Worked through, that means this. A company with a 31 December 2025 year end has accounts due on 30 September 2026. On 20 September 2026 the director realises the records are nowhere near ready. Filing an AA01 that day to shorten the period end to 30 December 2025, by a single day, produces a new deadline of the later of 30 September 2026 and three months from 20 September 2026. The deadline becomes 20 December 2026.
Nearly three extra months. No fee. No permission. No exceptional circumstances to prove.
Now the catch, and it is absolute. You cannot change your year end once your accounts are overdue. On 1 October, that same director has no lever at all. The tool only exists while you still have a deadline to protect, which is precisely when nobody feels they need it.
We will be straight about the trade offs, because plenty of pages that do mention this treat it as free money.
- It moves your year end permanently unless you later lengthen it back, and lengthening is the restricted direction. Do this twice in five years and you may find you cannot undo it.
- It changes your corporation tax accounting period too, which pulls your tax payment date forward by the same amount. The Companies House deadline moves later. The HMRC payment date does not follow it.
- Companies House knows exactly what a one day shortening is for. It is lawful and it is used constantly by real accountants for real reasons, but it is a one off fix for a bad year, not an annual habit.
- It buys time for the filing. It does nothing for the underlying problem, which is almost always that the bookkeeping stopped.
There is also a separate route where you apply to extend the deadline for a genuinely exceptional reason. That one is discretionary, Companies House decides it, and it has to be applied for before the deadline. Shortening is a right you exercise. Extension is a request you make.
Appealing: What Actually Counts
If the penalty has already been issued, the appeal is decided against a narrow test: were the circumstances outside your control, and did they happen close to the deadline. Companies House also corrects its own errors, which is a real and underused ground where a filing was rejected for something that was not actually wrong.
The published examples of grounds that will not succeed on their own are unusually blunt, and worth reading as a list because most first attempts are built out of them:
- your company is dormant
- you cannot afford to pay
- your accountant was ill
- you relied on your accountant
- these are your first accounts
- you are not familiar with the filing requirements
- your company or its directors have financial difficulties, including bankruptcy
- your accounts were delayed or lost in the post
- the directors or LLP members live, or were travelling, overseas
- another director or LLP member is responsible for preparing the accounts
Two practical points. Supporting documents have to name the person or company affected and carry the relevant dates, and there is a 4MB limit per file, so a photograph of a hospital letter that does not show a date does not help you. And you only get one appeal against a penalty notice, so a thin first attempt sent quickly is worse than a complete one sent a week later.
Our honest view, having done this for years: appeal if something genuinely exceptional happened close to the deadline and you can evidence it with dates. Do not appeal to buy time, because it does not stop the debt, and do not appeal on relying on your accountant, because it is on the published list of things that do not work and it is the single most common thing directors want to say.
If You Do Not Pay
The penalty is a debt owed by the company, and it does not quietly go away.
Companies House will accept payment by monthly instalments over a short period if you contact them and explain why you cannot pay immediately. That is a real concession and it is granted routinely, but it has to be asked for.
If you do nothing, the file goes to debt collection. Companies House openly names the agencies it uses, currently Bluestone Credit Management, BPO and CCSCollect, and the legal firms that act for it, currently Shakespeare Martineau, BW Legal, Yuill and Kyle, and Wilson Nesbitt. From there it becomes a County Court or Sheriff Court matter where you can file a defence, and where the registrar can seek legal costs if the court finds for them.
Ignoring it is also the route that ends in a first Gazette notice for compulsory strike off, because a company that is not filing accounts is a company the registrar starts to believe is no longer trading. The penalty and the strike off are separate processes with the same root cause, and discontinuing a strike off does not cancel penalties already incurred.
This Is Not the Same as the HMRC Penalty
A large share of the confusion we deal with comes from directors treating "the accounts" as one filing. There are two filings, two organisations, two deadlines and two penalty regimes, and they do not talk to each other.
| Companies House | HMRC | |
|---|---|---|
| What you file | Statutory accounts | Company tax return, CT600, plus accounts |
| Deadline | 9 months after period end | 12 months after period end |
| When tax is due | Not applicable | 9 months and 1 day after period end |
| First penalty | £150 to £1,500 by band | £200 at 1 day late |
| Escalation | Doubles if late 2 years running | Another £200 at 3 months, then 10% of unpaid tax at 6 months and another 10% at 12 months |
| Repeat offending | Doubling | £1,000 each where the return is late 3 times in a row |
Note where the trap sits. The HMRC filing deadline is later than the Companies House one, but the payment deadline is earlier than both. A company that files everything on the twelve month HMRC deadline has been accruing late payment interest for three months and has already collected a Companies House penalty. The flat rate CT600 penalties doubled from 1 April 2026, having sat at £100 since 1998, so any guidance you read quoting £100 is out of date.
The Offence Behind the Penalty
The penalty is charged to the company. The offence is committed by the directors, personally.
Under section 451 of the Companies Act 2006, every person who was a director immediately before the end of the filing period commits an offence if the accounts are not delivered. It carries a fine at level 5 on the standard scale, which in England and Wales has meant an unlimited fine since March 2015, plus a daily default fine while the failure continues.
There is a defence, and it is narrower than it sounds: you must prove you took all reasonable steps to secure compliance before the end of the period. The statute goes on to say expressly that it is no defence to prove the accounts were never prepared. Not having the numbers is the problem, not the excuse.
Prosecutions are rare relative to 317,985 penalties. They are not theoretical, and the exposure is personal, which is a useful thing to remember when a co-director tells you the filings are their department. Section 451 does not agree. If you want the wider picture of what directors are personally on the hook for, our guide to the director's loan account covers the other place this bites.
What Changes in April 2028
Companies House filing is being rebuilt under the Economic Crime and Corporate Transparency Act, and the accounts changes are now scheduled for April 2028. Three of them matter here.
All accounts will have to be filed using commercial software. The free web filing service goes. If your habit is a director logging in at 10pm on deadline day with an authentication code, that habit is on a timer. Software filing needs the accounts to exist in a package first, which moves the real deadline earlier by however long your accountant needs.
Small companies and micro entities will have to file a profit and loss account, with an option to opt out of publishing it on the public register. Filing more means preparing more, and more to prepare means more to be late with. Our guide to micro entity accounts covers what that regime currently requires.
Abridged accounts are being removed.
We think the practical effect is a spike in late filings in the first year, for the same reason Making Tax Digital produced one. It will not be because directors do not want to comply. It will be because the last minute route they were relying on stopped existing and nobody told them until the deadline. If your company still files through the free service, treat the next eighteen months as the window to get on to software rather than the deadline to do it in.
What We Actually Tell Clients
Treat 30 September and 31 December as the real dates in the calendar. The two biggest clusters of UK year ends are 31 December and 31 March, which put the filing deadlines on 30 September and 31 December. Penalty volumes visibly peak in the months either side. If your year end is one of those, you are queueing with a few hundred thousand other companies for the same finite pool of accountancy time, and the firm that could have turned your accounts round in three weeks in July is quoting six in November.
The penalty is never the real cost. It is the visible one. The company that was four months late filing was, in every case we have seen, also flying blind for those four months: no idea of its tax bill, no reliable profit figure, no basis for a dividend decision. A dividend voted out of a profit figure nobody has confirmed is a much more expensive mistake than £750.
Being dormant does not exempt you. It is on the published list of appeal grounds that fail. Dormant company accounts are a short filing that still has to be filed, and dormant companies attract penalties in numbers every year because their directors stop thinking about them entirely.
Do not close a company to escape a penalty. It does not work, it invites a strike off with unresolved matters attached, and it costs more than the penalty did. If the company genuinely should be closed, close it properly and separately from the penalty.
Fix the input, not the output. Filing is the last four hours of a process that runs all year. A company with reconciled monthly bookkeeping does not file late, because there is nothing left to do in month nine except review and submit. Every late filer we have taken on had the same underlying condition, which is a set of records that only get looked at when a deadline forces it.
Common Mistakes We See
- Counting from the year end rather than the deadline. The penalty bands run from the filing deadline. Being "three months late" means three months past the deadline, not past the year end.
- Assuming the deadline moves for a weekend or bank holiday. It does not.
- Thinking submitted equals filed. Rejected accounts are not filed, and rejections on the final day are common.
- Leaving the year end change until the accounts are overdue. By then you cannot make it.
- Filing two late years and expecting one penalty. You will get two, and the second will be doubled.
- Appealing on the basis that you relied on your accountant. It is explicitly listed as a ground that fails.
- Sending a fast, weak appeal. You only get one.
- Paying the penalty and treating it as a tax deductible cost. It is not, and adding it back is easy to forget.
- Believing the Companies House filing covers HMRC. Two filings, two deadlines, two penalty regimes.
How IAK Can Help
Most of what we do on this is not appeals, it is arithmetic and timing. If a penalty has already landed, we will tell you honestly whether an appeal has any prospect, and in most cases the honest answer is no. What we can usually do instead is stop the next one, which is where the money actually is, because the next one is the one that doubles.
If your filings are behind, we will look at the public record, tell you exactly what is missing, work out which band each set of accounts currently sits in and what filing by a particular date would save, and tell you whether shortening the accounting reference period is still available to you. That last question has a hard expiry date, so it is worth asking early rather than late.
From there it is ordinary work: getting the accounts prepared and filed, clearing any overdue confirmation statement behind them, dealing with the corporation tax position that is usually overdue at the same time, and getting the bookkeeping and Xero setup into a state where next year's deadline is a diary entry rather than an emergency.
We do this for a lot of small businesses, limited companies and contractors, where the pattern is nearly always the same: a good business, a busy director, and a set of records that stopped being maintained around month four.
If you have a penalty notice, or you have just worked out that a deadline is closer than you thought, get in touch. If there is a lever left to pull, it is usually worth finding out this week rather than next month.
Sources
- Late filing penalties, Companies House, GOV.UK, on the penalty bands for private and public companies, the doubling of penalties for two successive late years, first and subsequent accounts deadlines, payment by monthly instalments, the named debt collection agencies and legal representatives, County Court and Sheriff Court recovery, and the published list of appeal grounds that are unlikely to succeed. Last updated 16 January 2026.
- Annual report by the independent adjudicators to Companies House 2024 to 2025, GOV.UK, on the 317,985 penalties issued, the 47,673 first stage appeals, the 5,319 second stage appeals, the 466 cases considered by the adjudicators with 27 allowed, and the 10,258 penalties cancelled or not collected.
- Companies House annual report and accounts 2025 to 2026, GOV.UK, on the £14.5 million provided by the Department for Business and Trade to pursue penalties, handle appeals and run debt collection, and on penalties being paid to the Consolidated Fund.
- Appeal a late filing penalty, Companies House, on the online appeal service, the evidence requirements and the rule that you may appeal a penalty notice only once.
- BIM42515, Business Income Manual, HMRC, on fines and penalties failing the wholly and exclusively test, citing CIR v Alexander von Glehn Ltd (1920) 12 TC 232 and McKnight v Sheppard (1999) 71 TC 419.
- Companies Act 2006, section 392, legislation.gov.uk, on altering the accounting reference date, the freedom to shorten and the restrictions on lengthening.
- Companies Act 2006, section 442, legislation.gov.uk, on the nine and six month filing periods and on subsection (4), which sets the period for a shortened accounting reference period as the later of the normal period and three months from the date of the notice.
- Change your company's year end, GOV.UK, on the rule that you cannot change your company's year end when its accounts are overdue.
- Companies Act 2006, section 451, legislation.gov.uk, on the offence committed by every person who was a director immediately before the end of the filing period, the level 5 fine and daily default fine, and the all reasonable steps defence.
- Penalties for late filing, Company Tax Returns, GOV.UK, on the £200 penalties at one day and three months, the 10% charges at six and twelve months, and the £1,000 penalties where a return is late three times in a row.
- Economic Crime and Corporate Transparency Act: outline transition plan for Companies House, GOV.UK, on the April 2028 move to software only accounts filing, the requirement for small companies and micro entities to file a profit and loss account with an option to opt out of publication, and the removal of abridged accounts. Last updated 5 August 2026.