Running a company in the United Kingdom comes with a clearly defined set of legal obligations. Every limited company registered at Companies House must meet annual filing requirements, maintain accurate statutory records, and comply with HMRC tax obligations. Failure to meet these requirements can result in automatic financial penalties, criminal prosecution of directors, and ultimately the involuntary dissolution of the company.
This guide covers every compliance obligation that UK company directors need to understand in 2026. It explains what must be filed, when it must be filed, how much it costs, and what happens if deadlines are missed. Whether you have just incorporated a new company or are reviewing the compliance framework for an established business, this guide provides the complete picture of your legal obligations.
Companies House: The Central Registry
Companies House is the UK's registrar of companies. It maintains the public register of all incorporated companies, LLPs, and other registrable entities. Every company must file certain documents with Companies House throughout its lifetime, and these filings form the public record that anyone can search for free.
The key ongoing filings are the confirmation statement and annual accounts. Beyond these, Companies House must be notified of specific changes to company details, including changes to directors, registered office address, share capital, and persons with significant control.
Companies House operates on a strict compliance model. Penalties for late filing are automatic and cannot be waived, even for dormant companies, companies with no turnover, or first-time offenders. Directors are personally responsible for ensuring all filings are submitted on time, regardless of whether they delegate the work to an accountant or company secretary.
The Confirmation Statement (CS01)
The confirmation statement replaced the annual return in June 2016. It is a filing that confirms the information Companies House holds about your company is accurate and up to date. Every company must file a confirmation statement at least once every 12 months from the date of incorporation or the date of the last confirmation statement.
What the Confirmation Statement Covers
The confirmation statement requires you to review and confirm the following information on the register:
- Company name and registered office address
- Principal business activities (SIC codes)
- Directors and secretaries (names, addresses, dates of birth, nationalities)
- Share capital and shareholder details (statement of capital)
- Persons with significant control (PSC details)
- Register information (whether registers are kept at Companies House or by the company)
- Trading status of shares (whether shares are traded on a regulated market)
You do not need to re-enter information that has not changed. The confirmation statement process involves reviewing what Companies House already holds and confirming it is correct, or updating any details that have changed.
Filing Deadlines and Fees
| Filing Method | Fee | Deadline |
|---|---|---|
| Online (WebFiling or software) | 13 GBP | Within 14 days of the review period end date |
| Paper (Form CS01) | 40 GBP | Within 14 days of the review period end date |
The review period runs from the date of incorporation (or the date the last confirmation statement was made to) until the day before the next anniversary. You have 14 days after the review period ends to file. Missing this deadline can trigger enforcement action, including the company being struck off the register.
Consequences of Not Filing
If a confirmation statement is not filed, Companies House may take steps to strike the company off the register. Before doing so, they send warning letters (a First Gazette notice and a Second Gazette notice, each published in the London Gazette). If the company does not respond or file, it will be dissolved and cease to exist as a legal entity. Directors of a dissolved company can face personal liability for company debts.
Annual Accounts
Every UK company must prepare and file annual accounts with Companies House. The accounts provide a snapshot of the company's financial position and performance for the accounting period. The complexity and detail required depend on the company's size.
Size Classifications and Filing Requirements
| Company Size | Turnover (Max) | Balance Sheet Total (Max) | Employees (Max) | Filing Options |
|---|---|---|---|---|
| Micro-entity | 632,000 GBP | 316,000 GBP | 10 | Micro-entity accounts (very simplified) |
| Small company | 10.2 million GBP | 5.1 million GBP | 50 | Abridged or filleted accounts |
| Medium company | 36 million GBP | 18 million GBP | 250 | Abbreviated profit and loss option |
| Large company | Above medium thresholds | Above medium thresholds | 250+ | Full statutory accounts with audit |
A company qualifies for a size category if it meets at least two of the three criteria (turnover, balance sheet, employees) for two consecutive financial years. Most new small businesses qualify as micro-entities or small companies and benefit from simplified filing requirements.
Micro-entity and small company accounts filed at Companies House do not need to include a profit and loss account. This means that while your turnover and profit are reported to HMRC on your Corporation Tax return, they are not publicly visible on the Companies House register. This privacy advantage is significant for many small business owners who prefer not to disclose their financial performance to competitors, customers, or the general public.
Filing Deadlines
A private limited company must file its annual accounts within 9 months of the end of its accounting reference period (financial year end). For a new company, the first accounting period runs from the date of incorporation. The first accounts filing deadline may be shorter than expected because the first accounting period can be up to 18 months, but the filing deadline is still calculated from the financial year end.
For example, a company incorporated on 1 March 2025 has a default financial year end of 28 February 2026. The first accounts must be filed with Companies House by 30 November 2026.
Late Filing Penalties
Late filing penalties for private limited companies are automatic and escalate as follows:
| Delay After Deadline | Penalty (Private Company) | Penalty (Public Company) |
|---|---|---|
| Up to 1 month | 150 GBP | 750 GBP |
| 1 to 3 months | 375 GBP | 1,500 GBP |
| 3 to 6 months | 750 GBP | 3,750 GBP |
| More than 6 months | 1,500 GBP | 7,500 GBP |
These penalties double if accounts are filed late in two consecutive financial years. They are imposed on the company (not the director personally), but the director is responsible for ensuring the filing is made. Companies House does not accept excuses such as the company being dormant, having no transactions, the accountant failing to file, or the director being overseas.
Our analysts note that the most common compliance failure among newly incorporated companies is missing the first accounts filing deadline. Many new directors assume they have a full year from when they start trading, but the deadline runs from the financial year end date, not the start of trading. Setting up an accounting system and engaging an accountant immediately after incorporation is the most effective way to avoid this costly mistake.
The PSC Register (Persons with Significant Control)
Since April 2016, every UK company must identify and record its Persons with Significant Control. A PSC is an individual who meets one or more of the following conditions:
- Holds more than 25% of the company's shares
- Holds more than 25% of the company's voting rights
- Has the right to appoint or remove the majority of the company's board of directors
- Has the right to exercise or actually exercises significant influence or control over the company
- Has the right to exercise or actually exercises significant influence or control over a trust or firm that meets any of the above conditions
Maintaining the PSC Register
The company must take reasonable steps to identify its PSCs and enter their details in the PSC register. Required information for each PSC includes full name, date of birth, nationality, country of residence, service address, residential address (kept confidential), the date they became a PSC, and which conditions for being a PSC they meet.
Changes to the PSC register must be reported to Companies House within 14 days. This is done by filing a PSC01 form (for a new PSC), PSC04 form (for changes to existing PSC details), or PSC07 form (when a PSC ceases to meet the conditions).
Penalties for Non-Compliance
Failure to maintain the PSC register or to file notifications with Companies House is a criminal offence. Directors who fail to comply can face fines of up to 5,000 GBP and, in serious cases, a prison sentence of up to 2 years. In practice, Companies House uses the PSC information to combat money laundering and tax evasion, so enforcement in this area has been increasing.
Statutory Records and Registers
Beyond the PSC register, every UK company must maintain several other statutory records. These can be kept at the registered office address, at a Single Alternative Inspection Location (SAIL), or on the central register at Companies House (if the company elects to do so).
Required Statutory Registers
Register of Members (Shareholders). Must contain the name, address, date of becoming a member, date of ceasing to be a member, and the number and class of shares held by each member.
Register of Directors. Must contain each director's full name, any former names, service address, residential address (not publicly available), country of residence, nationality, date of birth, occupation, and the date of appointment and (if applicable) resignation.
Register of Directors' Residential Addresses. Kept separately from the main register of directors and not available for public inspection. This register exists to allow Companies House and law enforcement to contact directors if needed.
Register of Secretaries. Required only if the company has appointed a company secretary. Private limited companies are not required to have a secretary since the Companies Act 2006 removed this requirement, but many choose to appoint one.
Register of Charges. Records any charges (security interests) the company has granted over its assets, such as mortgages or debentures.
Inspection Rights
Members of the public have the right to inspect certain statutory registers during normal business hours, subject to giving reasonable notice. The register of members, register of directors (excluding residential addresses), and PSC register are open to public inspection. The company can charge a small fee for providing copies.
Company Secretary: Role and Requirements
Private limited companies are not legally required to appoint a company secretary. However, public limited companies (PLCs) must have a qualified company secretary who possesses appropriate knowledge and experience.
For private companies that choose not to appoint a secretary, all secretarial duties fall to the directors. These duties include maintaining statutory registers, filing documents with Companies House, managing correspondence, organizing board meetings and shareholder meetings, and ensuring the company complies with the Companies Act 2006.
Many small company directors initially handle these responsibilities themselves but find the administrative burden grows as the company expands. Engaging a professional company secretary or a corporate services provider can be a cost-effective solution, typically costing 200 to 800 GBP per year for a small company. This is particularly valuable for non-resident directors who may not be familiar with UK filing requirements. For more on company structures, see our guide to UK company formation.
HMRC Obligations
In addition to Companies House filings, every UK company has obligations to Her Majesty's Revenue and Customs (HMRC). These are separate from Companies House and have their own deadlines, penalties, and enforcement mechanisms.
Corporation Tax Registration and Returns
Every company must register for Corporation Tax within 3 months of starting business activity. HMRC issues a Unique Taxpayer Reference (UTR) number upon registration. The company must then file a Corporation Tax return (CT600) for each accounting period.
The CT600 deadline is 12 months after the end of the accounting period. The Corporation Tax payment deadline is 9 months and 1 day after the end of the accounting period. These are different deadlines, and missing either one carries its own penalties.
For a detailed guide to Corporation Tax rates and planning, see our UK Corporation Tax guide.
Corporation Tax Penalties
| Offence | Penalty |
|---|---|
| CT600 filed 1 day late | 100 GBP |
| CT600 filed 3 months late | Additional 100 GBP (total 200 GBP) |
| CT600 filed 6 months late | HMRC estimates tax and adds 10% of the unpaid tax |
| CT600 filed 12 months late | Additional 10% of unpaid tax |
| Tax paid late | Interest charged daily from the due date |
| Inaccurate return | Penalties of 0% to 100% of the tax understated, depending on whether the error was careless or deliberate |
PAYE and Payroll
If the company employs anyone (including paying the director a salary), it must register as an employer with HMRC and operate PAYE (Pay As You Earn). This involves deducting income tax and National Insurance contributions from employee pay, reporting them to HMRC via Real Time Information (RTI) submissions each time employees are paid, and paying the deductions to HMRC monthly (or quarterly for small employers).
Late or inaccurate RTI submissions attract penalties. Late payment of PAYE deductions to HMRC also carries penalties that escalate with the number of late payments in a tax year.
VAT Registration and Returns
VAT registration is mandatory when taxable turnover exceeds 90,000 GBP in any rolling 12-month period. Below this threshold, registration is voluntary. Once registered, the company must charge VAT on taxable supplies, submit VAT returns (usually quarterly) through Making Tax Digital-compatible software, and pay any VAT due by the deadline.
For a comprehensive guide to VAT, see our UK VAT guide.
Directors' Duties Under the Companies Act 2006
The Companies Act 2006 codifies seven general duties that directors owe to the company. These are not just theoretical obligations; they form the basis for legal action against directors who fail to meet them.
Duty to act within powers. Directors must act in accordance with the company's constitution and exercise powers only for the purposes for which they are conferred.
Duty to promote the success of the company. Directors must act in the way they consider most likely to promote the success of the company for the benefit of its members as a whole.
Duty to exercise independent judgment. Directors must not simply defer to others or allow their discretion to be fettered without proper authority.
Duty to exercise reasonable care, skill, and diligence. The standard expected is that of a reasonably diligent person with the general knowledge, skill, and experience that the director actually has, or that would reasonably be expected of a person carrying out the director's functions.
Duty to avoid conflicts of interest. Directors must avoid situations where their personal interests conflict with the interests of the company.
Duty not to accept benefits from third parties. Directors must not accept benefits from third parties that are connected with their role as a director.
Duty to declare interest in proposed transactions. If a director has a direct or indirect interest in a proposed transaction, they must declare it to the other directors.
Annual Compliance Calendar
For a UK company with a 31 March financial year end, a typical compliance calendar looks like this:
| Month | Obligation | Filed With |
|---|---|---|
| Monthly/weekly | RTI payroll submissions | HMRC |
| Monthly (22nd) | PAYE and NIC payment | HMRC |
| Quarterly | VAT return and payment (if registered) | HMRC |
| 31 March | Financial year end | N/A |
| 1 January (9 months + 1 day) | Corporation Tax payment due | HMRC |
| 31 December (9 months) | Annual accounts filing deadline | Companies House |
| 31 March (12 months) | Corporation Tax return (CT600) due | HMRC |
| Within 14 days of anniversary | Confirmation statement | Companies House |
Maintaining a compliance calendar is not optional for directors of UK companies. Our analysts consistently find that the businesses with the fewest compliance problems are those that set automated reminders at least one month before each deadline and maintain an ongoing relationship with a qualified accountant. The cost of engaging an accountant (typically 800 to 2,500 GBP per year for a small company) is a fraction of the penalties that accumulate from missed deadlines. For information on business costs and structuring, see our cost of starting a business in the UK guide.
Anti-Money Laundering and Beneficial Ownership
The UK has implemented increasingly stringent anti-money laundering (AML) regulations. Companies in regulated sectors (such as financial services, legal services, accounting, estate agency, and high-value goods dealers) must carry out customer due diligence, report suspicious activity to the National Crime Agency, and maintain AML policies and procedures.
The Register of Overseas Entities, introduced by the Economic Crime (Transparency and Enforcement) Act 2022, requires overseas entities that own UK land or property to register with Companies House and disclose their beneficial owners. This is part of the UK's broader push for corporate transparency.
For all companies, the PSC register requirements described earlier serve a similar transparency purpose. The UK government has signaled continued strengthening of beneficial ownership rules, and Companies House received expanded verification powers under the Economic Crime and Corporate Transparency Act 2023.
Data Protection Obligations
Every UK company that processes personal data must comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. This includes registering with the Information Commissioner's Office (ICO), appointing a Data Protection Officer if required, and implementing appropriate technical and organizational measures to protect personal data.
For a complete guide to data protection compliance, see our UK GDPR compliance guide.
Employment Law Compliance
Companies that employ staff face additional compliance obligations under UK employment law. These include providing written statements of employment particulars from day one, operating auto-enrolment pension schemes, complying with working time regulations, and following fair dismissal procedures.
For a detailed guide to employer obligations, see our UK employment law guide.
Common Compliance Failures and How to Avoid Them
Failing to file the first accounts on time. The first accounting period can catch new directors off guard because it runs from the date of incorporation, not the date of first trading. Set up your accounting system immediately after incorporation.
Not updating Companies House after changes. Any change to directors, registered office, share capital, or PSC details must be notified to Companies House within the prescribed timeframe (usually 14 days). Many directors forget to file these change notifications.
Mixing personal and company finances. Using personal bank accounts for company transactions can jeopardize limited liability and creates tax complications. Open a dedicated business bank account immediately after incorporation.
Ignoring dormant company obligations. Even if a company is dormant (not trading), it must still file a confirmation statement and dormant company accounts with Companies House. The company must also file a Corporation Tax return with HMRC unless it has been made dormant for Corporation Tax purposes.
Not registering for Corporation Tax. A company must register with HMRC for Corporation Tax within 3 months of starting to trade. Many directors assume this happens automatically upon incorporation, but it does not.
Conclusion
UK business compliance is structured, predictable, and well-documented. The core requirements are straightforward: file your confirmation statement annually, submit your accounts within 9 months of your financial year end, keep your statutory registers up to date, and meet all HMRC tax deadlines. The penalties for non-compliance are automatic and escalating, but they are entirely avoidable with basic organization and professional support.
The most effective compliance strategy is to engage a qualified UK accountant from the date of incorporation, set up automated reminders for all filing deadlines, and maintain clean separation between personal and company finances. These three steps eliminate the vast majority of compliance problems that UK company directors encounter.
For guidance on company formation, see our UK company registration guide. For tax planning and structuring, see our guides to UK Corporation Tax and tax-efficient salary and dividends.
Frequently Asked Questions
What is a Companies House confirmation statement and when is it due?
A confirmation statement (form CS01) is an annual filing that confirms your company details on the Companies House register are accurate and up to date. It must be filed within 14 days of the anniversary of incorporation or the previous confirmation statement date. The fee is 13 GBP for online filing or 40 GBP for paper filing. Failure to file can result in the company being struck off the register.
What are the penalties for filing Companies House accounts late?
Late filing penalties for private limited companies are automatic and escalate over time: 150 GBP for up to 1 month late, 375 GBP for 1 to 3 months, 750 GBP for 3 to 6 months, and 1,500 GBP for more than 6 months late. These penalties double if accounts are filed late in two consecutive years. The penalties cannot be appealed on the grounds that the company is small, dormant, or had no trading activity.
Does a UK company need a company secretary?
Private limited companies (Ltd) are not legally required to appoint a company secretary since the Companies Act 2006 removed this requirement. However, public limited companies (PLCs) must have a qualified company secretary. Many private companies still choose to appoint one to handle administrative and compliance tasks. If no secretary is appointed, the directors assume all secretarial responsibilities.
What statutory records must a UK company maintain?
UK companies must maintain several statutory registers: the register of members (shareholders), register of directors and their residential addresses, register of secretaries (if appointed), register of persons with significant control (PSC), and register of charges. These can be kept at the registered office or a Single Alternative Inspection Location (SAIL) and must be available for inspection.