Companies House Prosecutions
Specialist Legal Services for Company Directors
When Can Directors Face Prosecution by Companies House?
Company directors and officers can face criminal prosecution where Companies House identifies suspected breaches of their legal obligations. Circumstances that may lead to prosecution include:
- failing to file annual accounts on time,
- failing to file Confirmation Statements, which confirm the accuracy of filed information,
- filing misleading or inaccurate accounts,
- failing to provide details of Persons with Significant Control,
Most commonly, Companies House prosecutions arise from the failure to file a Company’s annual accounts, contrary to section 451 of the Companies Act 2006.
Potential Consequences for Breach of Provisions
Whilst a company with a complete filing history that has failed to file on time may face penalties, companies that show a disregard for compliance or are consistently non-compliant may face criminal prosecution, significant financial penalties and the risk of being struck off the register.
Failure to file company accounts or confirmation statements is a criminal offence. A conviction can have serious consequences for a company director, both personally and professionally. In more serious cases, the court may order the director’s disqualification, which prohibits them from acting as a company director, forming or managing a company, or influencing its management without court permission.
Directors in regulated professions, such as solicitors, doctors or veterinarians, may be required to report any convictions to their professional regulator, which may impose its own sanctions.
How We Can Help
The team at KANGS has the expertise and experience to support company directors, senior officers and businesses under investigation or facing prosecution by Companies House for breaches of Company Law.
Our defence solicitors can advise on the defences available to an offence under section 441 for failing to file accounts and reports. Where appropriate, we can also prepare carefully drafted submissions to Companies House, seeking to persuade them that prosecution would not be in the public interest.
We can advise and assist from the earliest stages of an investigation, deal directly with Companies House on your behalf and provide robust representation should proceedings be brought against you.
We understand that every investigation presents unique commercial and personal considerations, and our approach is focused on achieving the best possible outcome for each client.
For further information regarding Companies House investigations, please see our Frequently Asked Questions.
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Why Choose KANGS?
With extensive experience advising and defending company directors in complex company law matters, KANGS has built a strong reputation for providing strategic legal advice and strong representation to those facing criminal allegations or have otherwise failed to fulfil their company’s duties.
Our team offers:
- Experience defending corporate cases,
- Strategic advice tailored to the facts of your individual case.
- Confidential, professional and discreet representation.
- Top-tier rankings for Criminal Defence Litigation by Chambers UK and The Legal 500.
Contact KANGS
The experienced defence lawyers at KANGS are available to assist company directors and senior officers for Regulatory investigations of every nature. We can arrange initial consultations in person at our offices in London, Birmingham or Manchester, by video call or telephone.
Please contact one of our experts listed below or contact us at:
What are the powers of Companies House?
Companies House has the authority to investigate statutory non-compliance under the Companies Act 2006 and to bring criminal prosecutions against company directors and officers where appropriate.
Companies House can investigate:
- active companies registered in the UK
- active overseas companies that trade in the UK
- active limited liability partnerships (LLPs)
Its principal objectives include ensuring that those required to provide information to the registrar comply with their obligations, that information held on the register is accurate and does not create a false or misleading impression, and that companies are prevented from carrying out, or facilitating, unlawful activities.
Companies House also has the power to administratively remove material from the register in certain circumstances, for example, where information is factually inaccurate or has been forged.
The Economic Crime and Corporate Transparency Act 2023 ('the Act') has strengthened the powers available to Companies House to tackle economic crime and the misuse of the UK companies register. The Act also seeks to strengthen collaboration with other government bodies, including the Insolvency Service, in the prevention and investigation of economic crime.
What are the defences for failing to file company accounts on time?
Section 451 (2) of the Companies Act 2006 makes it a defence for a company director or officer charged with failing to file accounts or reports if at that the time they can prove that they 'took all reasonable steps for securing that those requirements would be complied with before the end of that period.'
However, a penalty is automatically imposed if a director files the accounts late, with the level of penalty rising depending on the length of period from when the accounts are due. If accounts are filed late in two successive years, the late filing penalty will be doubled.
What notices should I have received?
Directors typically receive one or more notices before Companies House will choose to pursue enforcement action. These can include:
- Filing reminders sent by email before and after deadlines,
- Late filing Penalty Notices issued to the registered office address,
- Final warnings letter before enforcement,
- A Notice of intention to strike the company off the register,
- Notices referring the case to other agencies, such as debt collectors,
- Notices of intended Prosecution.
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