Companies House

 
 

Accounts and Reports FAQs

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General

How long do I have to submit my accounts to the registrar?

Unless you are filing your company’s first accounts the time normally allowed for delivering accounts to Companies House is 9 months after the date to which the accounts are made up for private companies, and 6 months after the date to which the accounts are made up for PLCs.

When was the 10 months for filing private company accounts shortened to 9 months and the 7 months for filing public company accounts shortened to 6 months?

The shortened periods for filing accounts came into force for companies with accounting periods beginning on or after 6th April 2008.

What names and signatures should be given on the accounts for the purposes of filing with Companies House?

For filing, the copies of the accounts must state the following:

  • the copy of the balance sheet must show the printed name of the director who signed it on behalf of the board;
  • the copy of the balance sheet must also be signed by a director;
  • the copy of the directors' report must include the printed name of the director or company secretary who signed the report on behalf of the board; and
  • if the company has to attach an auditor’s report to the accounts, the copy of the auditor’s report must state the auditor’s name.

Please note that a legible signature on a balance sheet will not satisfy the additional requirement for a printed name. Companies House will reject any accounts that do not meet the above requirements.

Where the auditor is a firm the auditor’s report must state the name of the auditor and the name of the person who signed it as senior statutory auditor on behalf of the firm.

If the signature is legible, does the director still need to print their name?

Yes. Every copy of accounts that is published by or on behalf of the company must state the name of the person who signed it on behalf of the board.

What are the most common rejection reasons for accounts?

For more information on common reject reasons, please read our advice on how to avoid Accounts being rejected.

Do the special rules concerning the audit of small charitable companies remain in place?

For financial periods beginning on or after 1st April 2008 there are no longer special rules regarding audit exemption for charitable companies. They can qualify for audit exemption under company law in the same way as any other company. Charitable companies may also be subject to separate requirements for audit or other scrutiny of their accounts under charity law. For more information see www.charity-commission.gov.uk for charities registered in England or Wales or www.oscr.org.uk for charities registered in Scotland.

Will Companies House make electronic filing mandatory?

We do not have a timetable for withdrawing any paper filing options.

As our e-filing service matures and paper filing volumes shrink, we will consider phasing out paper filing options. Before any paper filing options are withdrawn we will consult our customers and go back to parliament on the approach we will take for mandating.

Can I file the same accounts with Companies House and HMRC?

If you are filing small audit exempt accounts you may be able to file accounts using the joint accounts filing option which enables you to enter your accounts data once and use it to submit to both Companies House and HMRC.

LLP

Have Limited Liability Partnerships been affected by the changes brought in by the CA 06?

Yes. Generally the requirements on the form and contents of LLP accounts and reports in Part 15 of the Companies Act 2006, (as applied by The Limited Liability Partnerships (Accounts and Audit)(Application of Companies Act 2006) Regulations 2008) and the new regulations to be made under it were commenced with effect for accounts and reports beginning on or after 1st October 2008.

Can LLPs take advantage of the higher small/medium thresholds?

Yes. However the higher thresholds for qualifying as small or medium will only apply to LLPs with accounting periods starting on or after 1st October 2008.

Business Review

What is a Business Review?

A Business Review is a fair review of the company's business within the reporting period. It must be a balanced and comprehensive analysis of the development and performance of the company, with a description of the principal risks. (See Section 417 of the Companies Act 2006).

Who does this apply to?

The Directors Report in the accounts must contain a Business Review. This applies to all companies, except companies that file small company accounts.

When did this come into force?

The Business Review will apply to all accounts with reporting periods beginning on or after 1st October 2007.

Companies Act

When did the new Act's requirements on accounts and reports come into effect?

Generally the requirements on the form and contents of accounts and reports in Part 15 of the Companies Act 2006, and the new regulations to be made under it were commenced with effect for accounts and reports beginning on or after 6 April 2008. Accounts and reports for periods beginning before then will continue to be prepared in accordance with the Companies Act 1985.

However, the new business review requirements in section 417 of the Companies Act 2006 were commenced for reports for financial years beginning on or after 1 October 2007.

What are the specific references in the 2006 Act that relate to the shortening of the accounts filing periods, and when are they effective from?

Section 442 'Period allowed for filing accounts', will commence on 6th April 2008. Therefore it applies to all accounting periods that begin on or after 6th April 2008.

Will the definition of 'participating interest' in section 260 of the Companies Act 1985 be re-enacted in secondary legislation relating to accounting?

Yes. We will restate section 260 CA1985 without modification in the regulations to be made under Part 15 of the CA 2006.

Do the new provisions relating to false or misleading statements in reports apply to accounts after 20 January, or if the accounting year starts before 20 January, not apply until the issue of the accounts?

Section 463 of the Companies Act 2006 (liability for false or misleading statements in reports) does not apply to a directors' report, directors' remuneration report or summary financial statement first sent to members and others under section 238 or 251 of the 1985 Act, or Article 246 or 259 of the 1986 Order, before January 2007. So it depends when documents are sent to members, not which financial year they apply to.

Joint Filing

What is joint accounts filing?

The joint accounts filing option will allow you to submit either the statutory small audit exempt accounts to both organisations or extract abbreviated accounts for filing only at Companies House.

It allows companies and their agents to produce and submit the different sets of company accounts they need to send to HMRC and Companies House from a single set of data.

Where can I access the Joint filing template?

For WebFiling users, a template can be downloaded from WebFiling or from the HMRC Online Services. This will prompt for all the relevant information required by either HMRC or Companies House and provide options to submit separate accounts to one or both of these bodies. You will still be able to provide Abbreviated Accounts to Companies House.

For Software Filing users (i.e. using an accounts production software application) parallel solutions may now be available from leading package providers. Ask your software provider for further details.

What security credentials do I need to file accounts to Companies House and HMRC?

To joint file accounts you will need:

  • Government Gateway credentials (which you can request from the HMRC website) and
  • Companies House Company Authentication Code

WebFiling users also require a password which identifies them as a user through their email address. More details are available at http://www.companieshouse.gov.uk/infoAndGuide/fa/webFiling.shtml

Software Filers need a presenter code, linked to an e-filing account. More details are available at http://www.companieshouse.gov.uk/toolsToHelp/efiling.shtml

Will the template work for all accounts types?

The template will work for most audit exempt small company accounts for limited companies. There is a table of exceptions at the beginning of the template and advice to users on the suitability of the template. The template is not available for filing LLP, CIC or limited by guarantee company accounts or if you are filing accounts prepared under the Companies Act 1985. Micro-entity accounts cannot be filed using the joint filing template.

For a full list of exceptions please refer to the template.

Do I have to enter my accounts data twice to file to both Companies House and HMRC?

The principle of joint accounts filing is that customers will be able to enter their accounts data once, before submitting separate accounts to HMRC and Companies House

I am producing full accounts for HMRC, can I still file abbreviated accounts to Companies House?

Yes. The WebFiling template will allow you to enter and submit abbreviated accounts information to Companies House if you do not wish to submit full accounts data.

How can I be sure that only abbreviated accounts data will go to Companies House?

Using the joint filing template, you will see a list of items extracted from the template which make up the Abbreviated Accounts submission.

You will also be able to view and print your subset of data that makes up your Abbreviated Accounts before you submit.

My filing dates with HMRC and Companies House are different. Can I use the template to file with Companies House first and return at a later date to file to HMRC?

Yes. The template will allow users to return and complete their HMRC requirements following submission to Companies House.

Companies House and HMRC have different filing deadlines and penalties for late filing. It is the directors’ responsibility to ensure that they know what the deadlines are.

If I first file abbreviated accounts at Companies House, will I be able to later expand my data to submit full accounts to HMRC?

Yes. The template allows for this.

Can dormant companies use the template to file their accounts?

Yes. The joint filing template is appropriate for dormant companies. Alternatively dormant companies who have never traded may complete the DCA (Dormant Company Accounts) template available on the Companies House WebFiling service.

Software

When can software developers start testing their software?

We opened our test service in Spring 2010 for any software developers that are ready to test the validity of their iXBRL files for Companies House.

What is iXBRL? (InlineXBRL)

iXBRL is the computer-readable data standard for financial reporting which HMRC and Companies House have adopted for electronic filing of accounts.

Are the iXBRL tagging requirements the same for both HMRC and Companies House?

All the accounts information required by Companies House is included in the UK GAAP minimum tagging list specified by HMRC.

Northern Ireland audit exempt charity accounts

Generally companies registered in Northern Ireland must follow the same rules relating to accounts and audit as any other UK company. However there are additional conditions for Northern Ireland charitable companies when they consider whether they are exempt from audit.

Are all Northern Ireland companies required to prepare accounts under the Companies Act 2006 (the 2006 Act)?

Yes, all company accounts should be prepared under Part 15 of the 2006 Act for accounting periods starting on or after 6th April 2008.

Can Northern Ireland companies take advantage of the exemption from audit in the 2006 Act?

Yes, every company is required to have their accounts audited in accordance with Part 16 of the 2006 Act unless they are exempt.  Most companies will qualify for audit exemption under the 2006 Act as either small (s477) or dormant (s480).  However there are additional conditions for small Northern Ireland charities – see Q3.

Can a small Northern Ireland charity claim audit exemption?

Yes.  A Northern Ireland company that is a charity can claim total or partial exemption from audit as a small company but the conditions will differ to any other small company.  This is because for Northern Ireland charitable companies the audit exemption in section 477 of the 2006 Act is subject to the relevant provisions of the Companies (Northern Ireland) Order 1986, which were saved as part of the commencement of the 2006 Act.

What are the conditions for small Northern Ireland charities that are audit exempt?

A company which is a charity and which meets the conditions below for that financial year is totally exempt from the requirement for an audit.  The conditions are met by a company in respect of a financial year if:

  1. it qualifies as a small company in relation to that year for the purposes of section 477 of the 2006 Act,
  2. its gross income is not more than £90,000, and.
  3. its balance sheet total for that year is not more than £2.8 million. 

Alternatively a charity may be partially exempt from the requirement for an audit if there is a suitable accountants report to the accounts and the company meets the following conditions in respect of a financial year:

  1. it qualifies as a small company in relation to that year for the purposes of section 477 of the 2006 Act,
  2. its gross income in that year is more than £90,000 but not more than £250,000, and
  3. its balance sheet total for that year is not more than £1.4 million.

Are any small Northern Ireland charities not entitled to audit exemption?

Yes, a company is not entitled to either exemption if at any time within that year:

  • it was a public company,
  • it was an authorised insurance company, a banking company, an e-money issuer, an ISD investment firm or a UCITS management company,
  • it carried on an insurance market activity,
  • it was an employers' association as defined in Article 4 of the Industrial Relations (Northern Ireland) Order 1992,
  • it was a parent company or a subsidiary undertaking.

What statements should a small Northern Ireland charity show on its balance sheet?

Northern Ireland charitable company accounts that claim exemption from audit as a small company must, therefore, make the following statements on the balance sheet above the director's signature:

For the year ended <insert date>, the company was entitled to exemption under Article 257A(1) (or Article 257A(2) in the case of partial exemption) of the Companies (Northern Ireland) Order 1986.

No members have required the company to obtain an audit of its accounts for the year in question in accordance with Article 257B(2).

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.

Small company/abbreviated accounts must also make the following statement on the balance sheet above the director's signature:

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies’ regime.

Does the director have to sign Northern Ireland charity accounts?

The copy of the balance sheet delivered to the Registrar must include the following at the end of the balance sheet; the name of the person who signed it on behalf of the board and it must be signed by a director.

Do I have to state that the company is a charity?

No, however when completing your accounts it would be helpful if you made it clear that the company is a charity by including the charity number on the accounts.  If we can’t tell that the company is a charity, the accounts may be rejected for containing the Companies (Northern Ireland) Order 1986.

Northern Ireland dormant charities need to comply with Part 16 of the 2006 Act.  For guidance on preparing dormant company accounts under the 2006 Act, please see our Guidance Booklet, Life of a Company - Part1 Annual Requirements

Dormant subsidiaries claiming exemption from filing and preparation of their individual accounts

Can a dormant subsidiary claim exemption from the preparation and filing of its accounts?

Yes, from 1 October 2012 if a dormant company is also a subsidiary then it may claim exemption from the preparation and filing of its accounts if it delivers certain documents to the registrar as specified in The Companies and Limited Liability Partnerships (Accounts and Audit Exemptions and Change of Accounting Framework) Regulations 2012.

What documents must a dormant subsidiary file with the registrar in order to claim the above exemption?

The company must send the following documents:

  • a written notice of agreement by all members of the company that they consent to the exemption in respect of the relevant financial year;
  • Form AA06 (for a company) or Form LL AA06 (for an LLP) - statement from the parent undertaking that it guarantees the subsidiary company under section 394C (for the exemption from preparation) or 448C (for the exemption from filing) of the Companies Act 2006 in respect of the relevant financial year;
  • a copy of the parents company’s consolidated accounts including a copy of the auditors report and annual report to those accounts.

Please note that in order for the exemption to apply all three of these documents must be submitted before the filing deadline for the accounts.  If they do not, then accounts may be required for that financial year.

What information should the parent company’s accounts contain?

The subsidiary must be included in the consolidated accounts for the relevant financial year or to an earlier date in the same financial year and the parent undertaking must disclose in the notes to the consolidated accounts that the company is exempt from the requirements to prepare individual accounts under section 349A of the Companies Act 2006 or from filing individual accounts under section 448

Are any dormant subsidiaries unable to claim this exemption?

A dormant subsidiary is not entitled to the exemption conferred by section 394A or 448c if it was at any time within the relevant financial year:

  • a quoted company within the meaning of section 385(2) of the Companies Act 2006,
  • a company that
    • is an authorised insurance company , a banking company or LLP, an e-Money issuer, a MiFID investment firm or a UCITS management company, or
    • carries on insurance market activity, or
  • a special register body as defined in section 117(1) of the Trade Union and Labour Relations (Consolidation) Act 1992 (c 52) or an employers’ association as defined in section 122 of that Act or Article 4 of the Industrial Relations (Northern Ireland Order 1992 (S.I. 1992/807 (NI 5).

Is the exemption from preparation of accounts different from the exemption from filing accounts?

Yes. While both exemptions mean that no accounts are required to be delivered to the registrar, the exemption in section 394A is for companies who want to be exempt from preparing accounts while the exemption in section 448A applies to companies who want to prepare accounts but do not want to file with the registrar.

Subsidiary undertakings claiming exemption from audit

Can a subsidiary claim exemption from audit?

Yes, from 1 October 2012 a subsidiary then it may claim exemption from audit, in certain circumstances, if it delivers if it delivers certain documents to the registrar as specified in The Companies and Limited Liability Partnerships (Accounts and Audit Exemptions and Change of Accounting Framework) Regulations 2012.

What documents must a subsidiary undertaking file with the registrar in order to claim the above exemption?

The company must send the following documents:

  • a written notice of agreement by all members of the company that they consent to the exemption from audit in respect of the relevant financial year;
  • Form AA06 (for a company) or Form LL AA06 (for an LLP) - statement from the parent undertaking that it guarantees the subsidiary company under section 479C of the Companies Act 2006 for the relevant financial year;
  • a copy of the parents company’s consolidated accounts including a copy of the auditors report and annual report to those accounts.

Please note that in order for the exemption to apply all three of these documents must be submitted before the filing deadline for the accounts.  If they do not, then the company accounts must include an auditors report, or they will be rejected.

What information should the parent company’s accounts contain?

The subsidiary must be included in the consolidated accounts for the relevant financial year or to an earlier date in the same financial year and the parent undertaking must disclose in the notes to the consolidated accounts that the company is exempt from the requirements of the Companies Act 2006 relating to audit by virtue of section 479

Are any subsidiaries unable to claim this exemption?

A subsidiary is not entitled to the exemption conferred by section 479A if it was at any time within the relevant financial year:

  • a quoted company within the meaning of section 385(2) of the Companies Act 2006,
  • a company that
    • is an authorised insurance company , a banking company or LLP, an e-Money issuer, a MiFID investment firm or a UCITS management company, or
    • carries on insurance market activity, or
  • a special register body as defined in section 117(1) of the Trade Union and Labour Relations (Consolidation) Act 1992 (c 52) or an employers’ association as defined in section 122 of that Act or Article 4 of the Industrial Relations (Northern Ireland Order 1992 (S.I. 1992/807 (NI 5).

Micro-entity accounts

What are micro-entities?

Micro-entities are small companies that will be able to prepare and publish simplified financial statements. To reduce regulatory burden upon them, they will be able to draw up an abridged balance sheet and profit and loss account. They will also continue to be exempt from the requirement to file the profit and loss account and directors’ report with Companies House.

What are the conditions to qualify as a micro-entity?

A micro-entity must meet at least two of the following conditions:

  • turnover must be not more than £632,000
  • the balance sheet total must be not more than £316,000
  • the average number of employees must be not more than 10

What accounts will this apply to?

Companies will be able to file micro-entity accounts for financial years ending on or after 30 September 2013.

Are there any entities that cannot prepare and submit micro-entity accounts?

Yes. An entity cannot prepare and submit micro-entity accounts if it is, or was at any time during the financial year, one of the following;

  • a limited liability partnership
  • a limited partnership
  • a qualifying partnership as defined under the Partnership (Accounts) Regulations 2008
  • a public limited company
  • an overseas company
  • an unregistered company
  • a company authorised to register under section 1040 Companies Act 2006
  • a charitable company
  • a company that is excluded from the small company’s regime under section 384 Companies Act 2006, or is excluded from being treated as a micro-entity under section 384B Companies Act 2006.

What do micro-entity accounts include?

  • A micro-entity is required to prepare accounts that contain the following elements:
  • A balance sheet that complies with one of the specified formats given in the relevant regulations, along with any footnotes
  • A directors’ report
  • A profit & loss account that complies with the specified format given in the relevant regulations
  • An auditors report, unless the company is claiming exemption from audit as a small company.
  • Any notes to the accounts

What audit exemptions are available to micro-entities?

A micro-entity may claim audit exemption as a small company. If it meets the qualification criteria for the exemption, it may submit unaudited accounts. A micro-entity that is claiming audit exemption as a small company must show the following statements (in addition to any other statements that may be required) on its balance sheet:

Audit Exemption Statements

  • For the year ending ………………(dd/mm/yyyy) the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
  • the directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts
  • the members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476

How can I file micro-entity accounts?

Micro-entity accounts can be filed via the Companies House WebFiling service and in a paper format. There is also provision for these types of accounts to be filed using software filing.

Will I be penalised for filing my accounts late?

Yes, irrespective of their size, status or whether they are trading or not, all companies that file accounts late will receive a late filing penalty. This includes companies filing micro-entity accounts.

Will HMRC accept micro-entity accounts?

Currently, there is no provision to file micro-entity accounts via the joint filing template. Customers are advised to contact HMRC directly.

Where can I obtain further information?

More information can be found in our guidance booklet GP2.

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