Company fines

Offences and fines under Companies Act 2006 apply to company registered with Companies House in the United Kingdom.

Companies House would impose fines or imprisonment or both if your company is guilty of an offence. For example, your company failed to deliver confirmation statement to Companies House. It is a criminal offence.

Company fines based on the standard scale fine

The fines follows the standard scale of fines of the Criminal Justice Act 1982. It is often being referred to as “the standard scale”.

The standard scale of fines for summary offences are detailed below.

Level on the scaleAmount of fine

Overall, failure to comply and maintain your company records according to Companies Act 2006 requirements would result of your company and your director, secretary, manager and officers in default. Thus liable to company fines.

Company records

Your company records include the following:

Companies House send reminders to your company registered office when your company filing become due. So, it is important you act on the reminders promptly.

On the other hand, if you no longer have access to mails sent to your registered office, complete and send the form AD01 to Companies House update it.

Generally, Companies House would not accept PO BOX address as a valid registered office address. Thus, your address must be a physical address. However, if you do not have a suitable address to use as your registered office, you may use an address service provider for a fee. The service provider would then forward your letters they received to your home address or anyway in the world. On the other hand, you must provide proof of identity and proof of address documents to satisfy their due diligence check.

When to submit your confirmation statement

When to submit your confirmation statement is dependent when your company was incorporated. In some cases it is also dependent on your last confirmation statement filed with Companies House.

Every company registered with Companies House in the United Kingdom must file Confirmation statement with the Registrar of Companies. The UK company law requires every company to file Confirmation Statement at least once every 12 months.

Confirmation Statement Due date

Your Confirmation statement due date is usually the anniversary of your company incorporation date. So when you celebrate your company’s birthday, remember to file your confirmation statement with Companies House after. You have 14 days to file it.

For instance, if your company was incorporated on 17 November 2018 then your first confirmation statement due date would be 17 November 2019.

Companies House also publish your company’s filing status online.
It is a free service. You may find your confirmation statement due date there. You may also find your company accounts due date there too.

After filing your confirmation statement, the next document to file is your company accounts. You have 9 months to file this and there is a late filing penalty if your accounts is late even just by one day. The penalty starts from £150 to £1500 depending on how late.

Submit confirmation statement early

Companies House allows company to file their Confirmation statement earlier than their statutory due date. This filing date will be used to determine your next Confirmation statement due date.

In circumstance where you have filed your confirmation statement early, your next due date would be 12 months from your last Confirmation statement filed.

For example, your confirmation statement due date is 31 January 2019. There were changes to your shareholder information in December 2018. you would like to update your shareholder information with Companies House accordingly. In this situation, if you file your Confirmation statement on 31 December 2018, your next confirmation statement due date would be 31 December 2019.

How to file it

There are two options. You may file your confirmation statement online using the webfiling service or on paper by post.

You require your authentication code to file online. If you have misplaced your code, you can always request it again from Companies House. It takes five working days to arrive at your registered office address. Companies House would not send the code to anywhere else even if you beg them. They would not entertain you. You must change your registered office address if it is no longer valid.

Use the Companies House form CS01 for paper filing. Print the CS01 form on A4 size white paper only. Your director or company secretary must sign and date the form. Thereafter you send the form to one of Companies House offices.

For example, if your company’s registered office address is in England then send the form to Companies House London office or Cardiff office.

Director’s or Company Secretary’s responsibilities

It is your company director and/or secretary are responsible to ensure your Confirmation statement is filed on time. The director and secretary referred here are those persons holding the directorship and secretary position with their names and personal details submitted to Companies House for the respective positions.

Director and secretary holding the respective positions in your company under employment contract but their names are not submitted with Companies House cannot be held responsible.

Director and secretary appointment and resignation

Therefore it is important that you must update Companies House if there is any new appointments and resignations. This must be done within 14 days of the event.

Use the Companies House form AP01 for new director appointment and the form TM01 for director resignation. For company secretary appointment and resignation, use the form AP03 and TM02 respectively.

If it is a corporate director appointment in this case use the form AP02. In case of corporate secretary appointment the form to use is AP04.

What happens if Confirmation statement not filed

Companies House may propose to strike off your company your confirmation statement is not filed. The proposal to strike off would be initiated after three reminder letters have been sent to your company registered office and there was no response from you.

Therefore it is paramount that you must have access to mails sent to your registered office address so that you could response promptly to Companies House reminders.

Use the Companies House form AD01 to change registered office if you no longer have access to mails sent there. The address must not be a PO BOX address.

It is also a criminal offence not filing your Confirmation statement. Companies House may prosecute your company’s officers and issue fines. You definitely do not want this to happen.

Register of directors interest in shares and debentures

Your company must keep and maintain a Register of directors’ interest in shares and debentures. This applies to every company registered with Companies House in the United Kingdom.

Generally, the register of directors’ interest in shares and debentures is a record of the extent to which your directors have invested personal wealth in the company and their dealing in securities. Why you must keep and maintain this register? Because your other shareholders would be interested to know.

Definition of interest

The meaning of interest in the context under the UK company law are:

  • Interest under a trust.
  • Interest owned by a company in which the director owns one-third of the voting rights.
  • Entitlement to exercise any rights in shares.

For this purpose, the interests of your directors’ spouses and their infant children and your shadow directors are included. Consequently, your register must keep both acquisitions and disposals of by sale or assignment. In addition, if your director has to the rights to exercise share options, this as well.

Location of your the register of directors interest in shares and debentures

Usually, the Register of directors’ interest in shares and debentures is kept your company’s registered office address. However, if your register is kept at a different address, your company must notify the Registrar of Companies of this. In this case, you must submit the Companies House form AD02. This address is called the SAIL address.

On the other hand, the register must be made available at your Annual General Meeting. Even though it is not mandatory for your company to disclose whom is the ultimate controlling party of your company. However, you must disclose the person with significant control or influence to Companies House. You must include this information in your Confirmation Statement.