Companies House will be cracking down on compliance by directors and will be imposing new penalties on the failure by directors, who are legally responsible for making sure that all filings and updated information is sent to Companies House on time for the following documents:
- the confirmation statement
- the annual accounts – even if the company is dormant
- any changes in company officers or their personal details – within 14 days of appointment / resignation
- a change to their RO address – within 14 days of change
- an allotment of shares – within 30 days of allotment of shares if multiple allotments, from the first allotment issued
- the registration of any changes (mortgage) – at the moment 21 days required from set up date. Court order required after 21 days (this may change)
- any change in company’s persons of significant interest or their personal details – within 14 days of change
The penalties imposed will be based on seriousness of the offence and whether it is the first, second or third offence of the same type.
As financial penalties are an alternative to prosecution, these penalties will be similar to those that a court might impose as fines. The penalties will consider costs and surcharges, with fine levels indicating the seriousness of the offence.
Warning notices will be sent by the registrar if they suspect that a person has engaged in conduct amounting to a relevant offence, the warning notices will be sent in writing to that person.
Warning notices will contain:
- the grounds for suspecting that an offence has been committed
- the period within which the person may make written representations to the registrar about their conduct – at least 28 days beginning the day after the warning notice date
- how to deliver a representation
- a warning that at the end of the given period, the registrar may impose a financial penalty
The penalties will increase for repeat offenders. However, the registrar may consider prosecution instead of a financial penalty where the case warrants it.
To set the financial penalty amount, Companies House will consider:
- the seriousness of the offence (minor, serious or very serious)
- how many times the directors and company has committed the same or similar offences in the last 5 years
The registrar will also assess:
- how much the directors or company deserve the blame who has ‘culpability’
- the harm involved
- any factors that may make the offence more or less serious (‘aggravating’ and ‘mitigating’ factors)
- any representations directors make after receiving a warning notice
- whether directors have complied with requirements before the end of the warning notice period
Companies House can also change or revoke a financial penalty on a case-by-case basis.
If directors comply with requirements within 28 days beginning the day after the date on your warning notice, they will not receive a financial penalty.
Financial penalty amounts
| First offence | Second offence | Third offence | Fourth or more offence | |
| Minor offence | £250 | £500 | £750 | £1,000 |
| Serious offence | £500 | £750 | £1,000 | £1,500 |
| Very serious offence | £750 | £1,000 | £1,500 | £2,000 |
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