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Companies House Prosecutions Solicitors

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Companies House is the government agency which regulates UK company registrations. It also has the power to investigate and bring criminal proceedings against company directors for failing to fulfil their statutory obligations under the Companies Act 2006. The main offence is failing to file a company’s annual accounts on time.

Companies House is very active and often prosecutes directors of companies of all sizes for delays and other issues which may not be their fault.

If your business is under investigation by Companies House, our specialist regulatory and compliance solicitors can give proactive advice to build a successful defence. We can also make representations to Companies House to persuade them to discontinue proceedings.

We can help you by:

  • Advising on your legal obligations
  • Advising on what the potential consequences of any offence may be
  • Advising on how to remedy your error
  • Advising on the criminal procedure 
  • Advising on how to prevent such an offence from occurring in the future.

Contact us today to discuss your situation with one of our solicitors. We’ll arrange a free initial consultation where we can discuss how we can help you.

Why choose Irwin Mitchell’s lawyers to handle your Companies House prosecution defence?

Our lawyers have extensive experience in defending the interests of directors in Companies House investigations and prosecutions. We can help businesses of all sizes and sectors.

We’ll give you a transparent breakdown of our costs and a concrete timeline of the work we do for you. We work to ensure everything is as easy as possible for you, giving you time to focus on your business interests.

We’ll use our expert knowledge of this area of law to build a solid defence if you’re facing a Companies House prosecution. Our solicitors regularly defend company directors facing prosecution. This experience has given us in-depth insight into how to defend our clients.

We’ll give you bespoke legal advice based on your circumstances.

We also have offices located across the UK, so you can visit us at a local office to discuss your case with your solicitor. If it’s more convenient, we can arrange to meet with you at your work premises or arrange phone or video calls. We work in the way that’s best for you.

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Colette Kelly Partner Meet the team

More information on Companies House prosecutions

If you’re contacted by Companies House about a potential investigation, it’s important to act swiftly. Constructive and early engagement with the Companies House prosecution team can prove important to establishing a defence. It gives you the chance to explain what the issues are and how you’ll resolve them quickly.

Speak to our solicitors, who’ll help you to create a solid defence. We can also help you to draft a response to deal with your defence and explain how you’ll remedy the failures.

Companies House’s prosecution powers are featured in the Companies Act 2006. Criminal liability is imposed on company directors who don’t fulfil their statutory responsibilities.

The main breach of responsibility Companies House prosecutes is failing to file company accounts on time. The requirements for filing annual accounts can differ under the Company Act 2006 depending on the type and size of your company.

However, each individual director may be prosecuted under Section 451 of the Companies Act if accounts are filed late. Even if you’re a director who wasn’t involved in the filing of accounts, you could still be prosecuted if they’re submitted late.

For Companies House to bring a prosecution against you under Section 451 of the Companies Act, all they need to do is prove:

  • The deadline for filing your accounts has expired
  • Your business didn’t file their accounts by the deadline
  • You were a director of the company at the time of the filing deadline.

Companies House will send you a warning letter or email if they decide the above criteria applies to you. When they contact you, they’ll tell you that enforcement action will be carried out if you don’t deliver the missing accounts immediately.

If you don’t send the necessary documentation, Companies House can prosecute you as a director of the company with a summons issued that orders you to attend a magistrates’ court. If convicted, Companies House has the power to apply to strike your company off the register. You can also be disqualified from acting as a company director.

Companies House can also issue you with an administrative penalty. This may be done instead of prosecuting you, but it can also be issued alongside criminal prosecution.

There are certain defences you can use if you didn’t file your company accounts by your deadline.

Under the Companies Act 2006, you may have a defence if you can show that the director “took all reasonable steps for securing that those requirements would be complied with before the end of that period.” To use this defence, the director must raise the defence and be able to prove they took all reasonable steps.

A director must be able to prove they took ‘all’ reasonable steps to file their accounts on time. It’s not enough for you to show that you took ‘some’ steps. Our solicitors can help you to prepare a firm defence and help you to collate all available evidence to show you took all reasonable steps.

It’s important to understand the consequences of a Companies House prosecution and conviction. The offence of failing to file company accounts on time can only be dealt with in the Magistrates’ Court. The maximum penalty is a fine, not a custodial sentence.

However, a Companies House prosecution would result in a criminal conviction. A court can also disqualify you from acting as a company director for up to five years. If you're a director who’s a professional, such as an accountant, you may have to notify your regulator of the conviction.

Frequently Asked Questions

Is it a criminal offence not to file company accounts?

Yes, under the Companies Act 2006, it’s a criminal offence for a company to either not file their accounts or to file them late.

Whatever reason you may have for filing your accounts late, you may face a criminal prosecution if they aren’t submitted on time.

Can you appeal a late filing penalty?

Yes, if you’re facing a Companies House prosecution for filing your company accounts late, you can appeal the decision. However, an appeal will only be successful if you can prove exceptional circumstances were responsible for your late filing. For example, if a fire destroyed your records in the days before your deadline.

Appeals can be submitted via the Gov.uk website. Once your appeal has been submitted, you’ll need to wait for Companies House to contact you with their decision.

What are the time limits for filing my company accounts?

Under the Companies Act 2006, a private company must file their annual accounts within nine months from the end of the accounting reference period. If you change your accounting reference period, the time you have to file may be shorter.

Even if your filing deadline is on a Bank Holiday or a Sunday, you must file your accounts by this date. A civil penalty will be imposed automatically if your accounts are late.

Time limits can vary for businesses filing their accounts for the first time:

  • Private companies and LLPs – If your first accounts cover more than 12 months, Companies House must receive them within 21 months of the date of incorporation, or within three months from the accounting reference date. The longer time frame is the one you’ll need to submit them by.
  • Public companies – If your first accounts cover more than 12 months, Companies House must have them within 18 months or of the date of incorporation, or three months from the accounting reference date.

Although you should do everything you can to file your accounts on time, you can apply for an extension if unforeseen circumstances have arisen. You’ll need to do this before your filing deadline. Your reasons must be exceptional for Companies House to grant an extension.

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