What are the filing requirements for a limited company?

When you form a limited company, it’s easy to forget about all the different statutory filing obligations you’ll face on an ongoing basis. If you keep on top of it, these filing requirements needn’t get out of control – and this guide provides an introduction to the types of filings a company must file with Companies House and HMRC. The main types of company filing and reporting requirements are:

Different types of company will often have different filing and reporting requirements. The list below is a general overview of the main filing requirements for a standard private company limited by shares. Other types of company, for example a community interest company or those undertaking other regulated activities, will have additional filing requirements. If you’re at all unsure about what your business needs to file, your accountant will be able to help you.

Annual accounts

All UK companies, whether they are trading or dormant, must prepare some kind of annual financial accounts, submit them to Companies House and make copies available to their members. The accounts of trading companies must also be sent to HMRC.

The accounts are used to report the financial performance of the company during the accounting period, including (for example) information on assets and cash held by the company, creditors and debtors. A full set of statutory accounts would include:

• A profit and loss account.
• A balance sheet (signed by a director)
• A directors’ report
• An auditors’ report (unless the company qualifies for an exemption)
• Notes to the accounts

However, not all companies need to submit this complete suite of information. Smaller companies – with size determined based on the balance sheet total, annual turnover and average number of employees – are able to submit accounts which require less preparation and detailed disclosure.

Dormant companies have the lightest accounting requirements. As long as they meet a number of conditions throughout the accounting year, the dormant company accounts they have to file to Companies House are very brief. Unlike other types of company, they don’t also have to file their accounts with HMRC.

When the company is formed, Companies House will provide it with an accounting reference date (ARD), which is effectively the end of the accounting year and therefore the date to which the company’s annual accounts should be prepared.

By default, the accounting reference date is the anniversary of the last day of the month the company is incorporated. So, if the company is incorporated on 4 April 2018, the first accounting reference date will be 30 April 2019 (and annually thereafter).

For most private limited companies, accounts must be filed within 9 months of the accounting reference date to avoid penalties, interest and other potential sanctions.

A company can change its accounting reference date, often thereby resulting in a shorter accounting period than the standard 12 months. While it’s also possible to extend the accounting period, there are more limitations on doing so.

We’ve written an article describing in detail when a company’s annual accounts are due.

Confirmation statement (form CS01)

Whereas your annual accounts mostly comprise financial information, the confirmation statement – another annual filing requirement, but which is only filed at Companies House – relates to more general information about your company.

The confirmation statement confirms that various information about the company on the public register is up to date and accurate, including:

• The location of the company’s registered office address
• The location of any Single Alternative Inspection Location (SAIL)
• Where various statutory records are kept (if the company uses a SAIL)
• Principal business activities (reported as SIC codes)
• Directors’ names, addresses and personal details (including residential addresses)
• Any company secretary and their details
• Details of People with Significant Control and the nature of their control over the company
• Share capital
• Shareholders and how many shares they each hold
• Share transfers in the confirmation period

Of these, only changes to shareholders (including their shareholdings and any share transfers) and principal business activities are updated via the confirmation statement itself. Other changes should have been reported to Companies House as and when they occur – see below for details.

Even if nothing has changed during the year and the public record is correct, a company still needs to file the confirmation statement.

The first confirmation statement should reflect the correct position as at anniversary of formation of the company, and must be delivered within 14 days of that anniversary. Thereafter, a confirmation statement must be delivered to Companies House at least once every 12 months, although a company can choose to file more frequently if it wishes.

Once the confirmation statement is filed, the public register available via Companies House is updated with the latest information about the company.

Corporation tax return (CT600)

Within 3 months of undertaking any form of business activity, a company must register online with HMRC as being active for corporation tax purposes. As well as annual accounts, the company will – even if it has made a loss or doesn’t owe any corporation tax – then be required to submit a corporation tax return to HMRC each year.

A corporation tax return (often known as form CT600) details the financial activity of a company during its corporation tax accounting period. It shows how much taxable profit, if any, that a company has generated in that time. After applying adjustments for any allowable tax reliefs and tax credits, the corporation tax calculation in the CT600 shows how much corporation tax the company must pay on its profits.

The deadline for filing for CT600 corporation tax return is 12 months after the end of the company’s accounting period, meaning the first corporation tax return will fall due 12 months after the first accounting year end.

any corporation tax liability actually needs to be paid earlier than the deadline for filing for company tax return

While you’ll typically only have to file one company tax return each year, if your annual accounts span a period longer than 12 months, the company will need to file two tax returns – one for the first 12 months and a second for the remaining part of the accounting period. A corporation tax return thus cannot cover a period longer than 12 months, although it can align with an accounting period shorter than 12 months.

Companies that remain dormant for the whole of an accounting period do not need to submit the CT600 corporation tax return – however, you’ll first need to contact HMRC in writing to inform them that the company is dormant. If a company is dormant for only part of an accounting period, it must still complete a corporation tax return. If a dormant company starts trading, HMRC must be informed and a corporation tax return will again be due for that accounting period.

Companies must pay corporation tax electronically to HMRC on their taxable trading profits by the statutory deadline, which falls about 9 months after the end of the company’s accounting period. This means that any corporation tax liability actually needs to be paid earlier than the deadline for filing for company tax return which details the tax liability.

VAT returns

VAT is charged by VAT registered companies on the goods or services they sell. The same companies can usually reclaim VAT on goods or services they pay for.

Any business whose turnover exceeds (or will exceed) the VAT threshold in any 12 month period, not just the annual accounting period, must register for VAT and then account for it. Other businesses may choose to opt for voluntary VAT registration.

Alongside other filing requirements, VAT registered companies must then complete a quarterly VAT return to HMRC, which is now done online. This breaks down the amount of VAT due on sales and the amount of VAT reclaimable on company purchases, with the difference between these being the amount of VAT payable to HMRC.

The VAT return is due at the end of the month following the end of the quarter covered by the return.

Employer (PAYE) returns

If the company has to pay wages or salaries (including for the directors), it will need to register under Pay As You Earn (PAYE) with HMRC. There are then a number of reporting requirements.

Under the Real Time Information requirements, just about all employers must report payroll information to HMRC electronically. On or before each payday, they must thereby tell HMRC about the payments that have been made to employees and what deductions (like income tax and national insurance contributions) have been made.

As well as these Full Payment Submissions (FPS), the company may also need to file an Employer Payment Summary (EPS).

There are various other forms related to payments to staff that are often needed. Payroll software can often produce the right forms automatically, or your accountant will be able to offer guidance – but usually the relevant HMRC forms will include P11D, P14, P35 and P60.

Alongside the reporting requirements, companies need to pay income tax deducted and employer and employee national insurance contributes to HMRC by the due dates.

Event-based filings

The directors of a company have an ongoing duty to ensure the information held on the public register is correct. As well as the specific reporting requirements above, this means that they must report promptly to Companies House when various details change.

The changes that must be reported as and when they occur include:

• A change of company name
• Change of registered office address
• Setting up a Single Alternative Inspection Location (SAIL), changing its location or updates to the location of statutory company registers and other records
• Appointing or terminating the appointment of a director or company secretary
• A new Person with Significant Control (PSC) over the company, an update to the nature of their control or someone ceasing to be a PSC.
• Changes to a director’s, secretary’s or PSC’s details held at Companies House
• Issue of new shares
• Reorganisation of the company’s share capital
• Updates to the company’s articles of association
• A change to the company’s accounting reference date

The deadlines for submitting each of these forms differ, although they typically fall between 14 days and a month from the event occurring. Some changes, like a move of the company’s registered office address, only take effect once the update has been registered by Companies House.