Your company's duties to Companies House
Companies House keeps the public register of UK companies. From the day your company is incorporated, its directors are responsible for keeping the company's entry accurate: who runs the company, who owns and controls it, where it can be contacted and what its accounts show. Most of these duties have fixed deadlines, and several of them changed between March 2024 and November 2025 under the Economic Crime and Corporate Transparency Act 2023.
The register is public, so anyone can see your company's filing history, including an investor's lawyers during due diligence for a funding round. Late filings, missing returns for new shares and out-of-date ownership details all show on it.
This guide covers the records a company must keep, people with significant control, the registered office and email address, the lawful purpose statement, identity verification, the confirmation statement, annual accounts, reporting changes, late filing penalties and striking off. It ends with the first-year filing dates for an example company formed on 12 October 2026. If you have not formed your company yet, start with our guide to starting a limited company.
What this guide covers
- The records a company must keep and people with significant control
- Identity verification for directors and people with significant control
- Confirmation statements, annual accounts and reporting changes
- Late filing penalties, striking off and a first-year calendar
The records your company must keep
Since 18 November 2025, companies no longer keep their own registers of directors, directors' home addresses, secretaries and people with significant control. Companies House holds that information, and you must keep it up to date there (changes to company registers).
Your company must still keep:
- A register of members. This records each shareholder, the shares they hold and what was paid for them, and the dates they became and stopped being members. Keep it at the registered office or at one other inspection address notified to Companies House. The option to keep it on the central register at Companies House ended on 26 January 2026.
- Minutes of directors' meetings, kept for at least ten years from the date of each meeting (section 248, Companies Act 2006).
- Records of shareholder decisions, including written resolutions and minutes of general meetings, kept for at least ten years (section 355).
- Accounting records, including the receipts, invoices and bank statements behind them, kept for six years from the end of the last company financial year they relate to (company and accounting records).
People with significant control
People with significant control, known as PSCs, are the individuals who own or control a company. An individual is a PSC if they meet one or more of these conditions (GOV.UK guidance on PSCs):
- they hold more than 25% of the shares
- they hold more than 25% of the voting rights
- they have the right to appoint or remove a majority of the directors
- they have the right to exercise, or actually exercise, significant influence or control over the company
- they have significant influence or control over a trust or firm whose trustees or members meet any of the conditions above
If another company owns or controls yours, that company may have to be reported as a relevant legal entity. Your company must take reasonable steps to identify its PSCs, and failing to do so is a criminal offence. If the company has no PSC, you file a statement saying so. A new PSC, a PSC who leaves or a change to a PSC's details must be reported to Companies House within 14 days of the company having confirmation of it.
For a startup, PSC changes usually follow a funding round. A founder whose shareholding falls to 25% or below stops being a PSC unless they meet another condition, and an investor who ends up with more than 25% becomes one. Check the PSC position every time new shares are issued.
Registered office and registered email address
Since 4 March 2024, a company's registered office must be an appropriate address. Post delivered there has to be expected to come to the attention of someone acting for the company, and it must be possible to confirm delivery with an acknowledgement. It must be a physical address in the part of the UK the company is registered in, so a company registered in Scotland needs a Scottish address. A Royal Mail PO Box, or a similar service from another provider, cannot be used. An accountant's or formation agent's address is allowed if their service meets the same rules (rules for company addresses).
If the address is not appropriate, Companies House can change the registered office to a default address that it holds. If the company has not supplied an appropriate address within 28 days, the registrar can start striking the company off.
Every company must also have a registered email address. Companies House uses it to contact the company, it does not appear on the public register, and it must be an address where emails would be expected to reach someone acting for the company. A company that does not keep an appropriate registered email address commits an offence.
The lawful purpose statement
When a company is incorporated, the people forming it confirm that they are forming it for a lawful purpose. Every confirmation statement after that includes a statement that the company's intended future activities are lawful, and a company that is not trading makes it too (Companies House on the 2024 changes).
Identity verification for directors and PSCs
Identity verification became a legal requirement on 18 November 2025 (verifying your identity for Companies House). Each person verifies once. They can do it free with GOV.UK One Login, using the app, answering security questions online or showing photo ID at a Post Office. They can also use an authorised corporate service provider, such as an accountant or solicitor registered with Companies House to carry out the checks, which may charge a fee. Either way, the person receives an 11-character Companies House personal code and uses the same code for every company role they hold.
When each person gives their code depends on their role (when you need to verify):
- Directors of a new company give their codes in the incorporation application. Anyone appointed as a director later gives their code with the appointment filing.
- PSCs of a new company, and anyone who becomes a PSC on or after 18 November 2025, can give their code when they are first added to the register, or within 14 days of the date on the letter Companies House sends them shortly afterwards.
- Directors of companies formed before 18 November 2025 confirm their verification in the company's next confirmation statement, during a 12-month transition that started on that date.
- PSCs registered before 18 November 2025 have a 14-day window. For a PSC who is also a director, it starts the day after the company's confirmation statement date. PSCs who are not directors have the first 14 days of their birth month.
A PSC who cannot meet their deadline can ask for a 14-day extension before it passes. Acting as a director without verifying is unlawful, and a director or PSC who does not verify can be prosecuted or given a financial penalty, with a note added against their name on the public register. By November 2027, Companies House plans to require people who file documents to verify their identity, and agents filing for companies to be registered as authorised corporate service providers (Companies House transition plan).
The confirmation statement
At least once every 12 months, the company confirms that the information Companies House holds about it is correct. The first review period is the 12 months beginning with the day of incorporation, and the statement must be delivered within 14 days after the review period ends (section 853A). Dormant and non-trading companies file one too. The fee is £50 online or £110 on paper, paid once in each 12-month period however many statements you file (confirmation statement guidance).
Before filing, update anything that has changed about directors, PSCs, the registered office or the registered email address. The statement itself can update the codes that describe what the company does, the statement of capital and shareholder details, and it includes the lawful purpose statement. You can file before the review period ends, and the next review period then starts the day after the date you choose.
Failing to deliver a confirmation statement on time is an offence by the company and by every officer in default (section 853L). Companies House can also issue a financial penalty and start striking the company off.
Filing annual accounts
A new company's first accounting reference date, which sets its year end, is the last day of the month in which the first anniversary of incorporation falls. The first accounts therefore usually cover a little over 12 months. A private company must file them within 21 months of the date of incorporation, or within 3 months of the accounting reference date if that is later. Every set of accounts after that is due 9 months after the year end (preparing and filing accounts).
You can change the year end with form AA01. A period can be extended to no more than 18 months, and a company can normally extend only once in five years (section 392). A period can currently be shortened as often as needed.
Small companies and micro-entities can currently leave the profit and loss account out of the accounts they file. Companies House has announced changes that apply from 1 April 2028 (accounts filing changes):
- accounts can only be filed using commercial software, in a tagged electronic format, and the web and paper routes close for accounts
- small companies and micro-entities must deliver their profit and loss account, with an option to keep it off the public register
- the option to file abridged accounts is removed
- a company needs a business reason to shorten its accounting period more than once in five years
Reporting changes and their deadlines
Changes between confirmation statements each have their own deadline:
- A director appointed or leaving: within 14 days beginning with the day it happens (section 167G). A new director's appointment filing includes their personal code.
- A change to a director's details, such as a new service or home address: within 14 days beginning with the day of the change (section 167H).
- A new PSC, a PSC leaving or a change to a PSC's details: within 14 days of the company having confirmation of it.
- New shares issued: a return of allotment on form SH01, including an updated statement of capital, within one month of the allotment (section 555). The new shares must also be entered in the register of members as soon as practicable and within two months at the latest (section 554).
- Special resolutions, such as a resolution adopting new articles of association for a funding round: delivered to Companies House within 15 days of being passed (event-driven filings).
- The registered office or registered email address: file the change when it happens, because both must be appropriate at all times.
Later share issues are £195 + VAT each through our share structure service, which keeps the register of members, the PSC information and the filings in agreement.
Late filing penalties for accounts
When a private company's accounts reach Companies House after the deadline, the company is charged a penalty set by how late they are. The penalty is doubled when accounts are filed late in two financial years in a row (late filing penalties).
| How late the accounts are | Penalty | Penalty if the previous year's accounts were also late |
|---|
| Up to 1 month | £150 | £300 |
| More than 1 month and up to 3 months | £375 | £750 |
| More than 3 months and up to 6 months | £750 | £1,500 |
| More than 6 months | £1,500 | £3,000 |
Appeals succeed only in exceptional circumstances, and Companies House lists reasons that normally fail, such as the company being dormant or unable to afford the penalty, the accountant being ill or the directors living abroad.
Being struck off
The registrar can strike a company off if there is reasonable cause to believe it is not carrying on business, for example because its accounts or confirmation statements have not been received (striking off a company). Companies House writes to the company first, then publishes a notice in The Gazette, the official public record, and can strike the company off and dissolve it no sooner than 2 months later. Anyone objecting must do so at least 2 weeks before the date in the notice.
When a company is dissolved, its bank account is frozen, and the money in it and the company's other assets pass to the Crown. A former director or shareholder can apply for administrative restoration up to 6 years after dissolution, and has to file every overdue document and pay any outstanding penalties to do so. In other cases restoration needs a court order (restoring a company).
An example first-year filing calendar
This example is illustrative. A software company is incorporated on 12 October 2026 with two founder directors who each hold half the shares, so both are PSCs. On 20 January 2027 it issues new shares to an angel investor, leaving the investor with 20% and each founder with 40%. On 1 March 2027 it appoints a third director. The founders still hold more than 25% each and the investor holds less, so no PSC change needs reporting.
- Before 12 October 2026: both founders verify their identity and get their personal codes. The incorporation application includes their codes, the registered office, the registered email address, the lawful purpose statement and the PSC details, and the fee is £100 online.
- 12 October 2026: incorporation, with an accounting reference date of 31 October and a register of members listing the two founders.
- 20 February 2027: last day to file form SH01 for the shares issued on 20 January. The investor must be in the register of members by 20 March 2027 at the latest.
- 14 March 2027: last day to report the director appointed on 1 March, with their personal code.
- 11 October 2027: end of the first review period.
- 25 October 2027: first confirmation statement due, with the £50 fee.
- 31 October 2027: end of the first accounting period, which covers 12 months and 20 days.
- 12 July 2028: first accounts due, 21 months after incorporation. This is after 1 April 2028, so they must be filed through commercial software and include the profit and loss account.
- 31 July 2029: accounts for the year to 31 October 2028 due, 9 months after that year end.
If those first accounts reached Companies House on 20 August 2028, 39 days after the deadline, the penalty would be £375, because they would be more than 1 month and up to 3 months late.
HMRC's deadlines run separately. A company that started trading on the day it was formed, with first accounts covering more than 12 months, files two company tax returns, each with its own payment date (first accounts and company tax return). Our corporation tax guide covers those deadlines.
