| Companies House deadline (private limited) | 9 months after the year end |
| First accounts, period over 12 months | 21 months after incorporation or 3 months after the period ends, whichever is later |
| Small company (periods from 6 April 2025) | 2 of 3: turnover up to £15 million, balance sheet up to £7.5 million, up to 50 employees |
| Audit | not for small companies, unless the articles or members with 10% require it |
| Late filing penalty | £150 to £1,500, doubled for two years in a row |
| From 1 April 2028 | accounts only through software in iXBRL format |
What UK annual accounts are and who gets them
Your company's statutory accounts consist of a balance sheet, a profit and loss account and notes, and for most companies a directors' report. A director signs the balance sheet, and their name appears on it. The accounts go to the members, to Companies House and, with the corporation tax return, to HMRC.
They are prepared under IFRS or UK GAAP. For most mid-sized subsidiaries that means FRS 102, for micro-entities often FRS 105. FRS 102 changed noticeably for periods from 2026, especially for leases and revenue; we explain it in FRS 102: what changes in 2026. Because corporation tax starts from the accounts, they are also the basis of your UK tax.
Deadlines: nine months, a little more the first time
A private limited company must file its accounts at Companies House no later than nine months after the year end. With a 31 December year end that is 30 September of the following year. HMRC has different deadlines: corporation tax is due nine months and one day after the end of the accounting period, the return twelve months after. More in UK corporation tax.
The first accounts have a special rule. If the first period lasts longer than twelve months, the deadline is nine months from the first anniversary of incorporation, so 21 months after incorporation, or three months after the end of the period if that is later.
A practical tip: set the year end at incorporation the way you want it. If you want to shorten it later, you will only be able to do so once in five years without a business reason.
Size thresholds since April 2025
For accounting periods beginning on or after 6 April 2025, markedly higher thresholds apply. A company falls into a class if it meets two of the three limits. It only changes class once that is confirmed in two consecutive years.
| Size class | Turnover | Balance sheet total | Employees (average) |
|---|---|---|---|
| Micro-entity | up to £1 million | up to £500,000 | up to 10 |
| Small company | up to £15 million | up to £7.5 million | up to 50 |
| Medium-sized company | up to £54 million | up to £27 million | up to 250 |
Companies Act 2006 ss. 382, 384A, 465 (current version); GOV.UK Prepare annual accounts; GOV.UK Audit exemption
Audit: when an auditor must step in
A small private limited company does not need its accounts audited. Two exceptions: the articles require an audit, or members holding together at least 10 percent of the shares demand one. The request must be in writing to the registered office and arrive no later than one month before the end of the financial year. If you use the exemption, a fixed statement goes on the balance sheet; in future Companies House will require a fuller directors' statement on which exemption they use and why the company qualifies.
Subsidiaries are trickier, and that affects most of our readers. A company in a group can only use the small company exemption if the whole group counts as small. The group includes parent, sisters and subsidiaries, and the law treats foreign companies like UK ones for this. The small UK sales company of a parent abroad with 120 employees therefore usually needs an audit, however tiny it is itself.
There is a group exemption under section 479A: the parent guarantees the subsidiary's liabilities, and the subsidiary is included in the group accounts. But it requires a parent established under UK law. For the subsidiary of a company abroad that route falls away, unless a UK intermediate holding sits in between. Whether that makes sense for you we work out with you; the UK holding company is one building block.
Late filing penalties at Companies House
The penalty is automatic and depends on how late you are. If accounts are late two years in a row, it doubles.
| Delay | Penalty (private limited) |
|---|---|
| up to 1 month | £150 |
| 1 to 3 months | £375 |
| 3 to 6 months | £750 |
| more than 6 months | £1,500 |
GOV.UK: Prepare annual accounts for a private limited company, Penalties for late filing
Companies House names cases in which an appeal against the penalty is likely to fail: the first accounts, the accountant's mistakes, another director was responsible, and directors living or travelling abroad. If you run the company from outside the UK, plan the deadline with a buffer. Who is liable if it goes wrong is in directors' liability.
What is changing at Companies House
The Economic Crime and Corporate Transparency Act 2023 brings filing changes that Companies House has announced for April 2028. The key point: from 1 April 2028 accounts will only be accepted through commercial software in iXBRL format. The web form and paper close for accounts; for other filings they stay open.
It was also planned that small companies and micro-entities would have to publish their profit and loss account. The government has paused that duty. So from April 2028 small companies may still file abridged accounts or accounts without the profit and loss account. Abridged accounts already require all members to agree.
In practice: if your company has filed through the web form so far, plan the switch to software that handles iXBRL. Most accounting packages already do.
Frequently asked questions
Must a dormant company with no turnover file accounts?
Yes. A dormant company files accounts every year too; they are just very short. A small dormant company needs no audit.
Are the group accounts of my parent abroad enough for Companies House?
No, the UK company prepares its own accounts. The section 479A group exemption only exists with a UK parent.
What does the 2025 change in size thresholds mean for my company?
Many companies that were medium-sized are now small and therefore exempt from audit, unless they belong to a larger group. The new limits apply to periods from 6 April 2025.
Who files the accounts?
The directors are responsible. In practice a UK accountant prepares and submits them; no earlier than November 2027, third parties filing for clients must be registered as authorised corporate service providers.
Sources: GOV.UK: Prepare annual accounts for a private limited company; GOV.UK: Audit exemption for private limited companies; legislation.gov.uk: Companies Act 2006, s. 442 (period for filing accounts); legislation.gov.uk: Companies Act 2006, s. 382 (small companies); legislation.gov.uk: Companies Act 2006, s. 465 (medium-sized companies); legislation.gov.uk: Companies Act 2006, s. 479 and s. 479A; Companies House: Changes to accounts; GOV.UK: File your company's annual accounts
