Corporate Governance & Regulation

Companies House has introduced a new WebFiling account. The new account represents a first step in creating a single sign-in across all Companies House services and a continued push to becoming a fully digital organisation.

The new WebFiling account also includes new benefits and options for users that include the following:

• multi-factor authentication;
• the ability to link your company to your WebFiling account to give you more control over your filings;
• the ability to digitally authorise people to file on your behalf on WebFiling, and to remove authorisation;
• easily seeing who’s digitally authorised to file for your company; and
• an option to sign up to emails to help you with the running of your company.

Online filing can also help reduce the likelihood of late filings and associated penalties. There are also built-in checks when filing documents online which can help avoid errors and rejection. Companies House also sends confirmation once an online filing has been accepted. If your document is rejected, it can be quickly corrected and resubmitted.

In order to register for online WebFiling, you must register with Companies House and choose a password. Companies House will then send an authentication code to the company’s registered office address. Both the password and Authentication Code are needed to use WebFiling.

Some small companies have had concerns adopting to electronic filing, however, in the long run the investment in using electronic filing should more than pay for itself in time and fees saved, as well as providing a more secure filing experience.

The final step in bringing a company to a legal end is dissolution. However, one of the important points to consider when doing so is that the dissolved company can no longer do or receive anything including receive a tax refund. It is the responsibility of the company directors to ensure that all of a company’s assets and liabilities are all dealt with before it is dissolved.

Any assets or rights (but not liabilities) remaining in the company at the date of dissolution will pass to the Crown as ownerless property. This happens under what is known as 'bona vacantia' which literally means vacant goods. The bodies that deal with bona vacantia claims vary across the United Kingdom, but they all ultimately represent the Crown.

Only formally dissolved companies are caught by bona vacantia. A company 'in liquidation' or 'being wound up' is on its way to being dissolved but is still in existence. Until the company is dissolved its property and rights will not be bona vacantia.

It may also be possible for a company to apply to be restored to the register if it was dissolved less than six years ago. This would mean that the bona vacantia ceases to exist. However, this process is by no means straightforward. Accordingly, any assets or rights owned by the company should be properly dealt with before a company is dissolved.

There is a significant amount of information about companies that can be obtained from Companies House. Companies House is responsible for incorporating and dissolving limited companies, examining and storing company information and making company information available to the public.

Much of this information is available at no cost. This is in line with the government’s commitment to free data and means that all publicly available digital data held on the UK register of companies is accessible free of charge. These records provide access to over 170 million digital records on companies and directors.

This includes:

• company information, for example registered address and date of incorporation
• current and resigned officers
• document images
• mortgage charge data
• previous company names
• insolvency information

There is also a service called WebCHeck that allows you to view a company's filing history and purchase copies of document images, as well as a selection of company reports, for a nominal fee. You can also elect to monitor a company and receive email alerts of any new documents filed at Companies House. This can also be a useful facility to check on filings made for your own company(ies).

There are late filing penalties which are designed to encourage companies to file their accounts and reports on time. All companies, private and public, large or small, trading or non-trading must send their accounts to Companies House. 

There is also an online service available to appeal a late filing penalty, but you must be able to show that the reasons for filing late were exceptional. The registrar has very limited discretion not to collect a penalty. For example, if the company director or accountant experienced an unexpected illness, including coronavirus this may be an acceptable reason to appeal a late filing penalty. An appeal can be lodged online at www.gov.uk/appeal-a-penalty-for-filing-your-company-accounts-late.

It takes about 30 minutes to apply online and you should ensure you have the following information to hand:

• the company number
• the company authentication code that you use for online filing
• the penalty reference
• the reason for the appeal
• any documents that support the appeal

Any documents you upload, such as a doctor’s note or an insurance claim, must include:

• the full name of the person or company affected
• any relevant dates

You can also appeal a penalty by email or post.

It is important that anyone responsible for the accounts and tax filing regime for private limited companies is aware of their obligations.

After the end of its financial year, a private limited company must prepare full annual accounts and a company tax return. The deadline for filing the first set of accounts with Companies House is 21 months after the date the company was registered with Companies House. Further annual accounts must be submitted 9 months after the company’s financial year ends.

There is a fixed date for the payment of Corporation Tax which is 9 months and 1 day after the end of the relevant accounting period. Note that a company is usually required to pay the tax due in advance of the filing deadline for a company tax return.

In most cases a company’s tax return must be submitted within 12 months from the end of their accounting period. Online Corporation Tax filing is compulsory for company tax returns. Company tax returns have to be filed using the iXBRL data standard using either HMRC’s own software or third-party commercial software.

The accounting period for Corporation Tax is normally the same 12 months as the company financial year covered by the annual accounts. Note that there are penalties for filing late with Companies House and HMRC.

The Insolvency Service is a government agency that provides services to those affected by financial distress or failure. The Insolvency Service operates as an executive agency of the Department of Business, Energy and Industrial Strategy (BEIS). 

The Insolvency Service has been granted new powers to investigate and disqualify company directors who abuse the company dissolution process. This extends investigatory powers to directors of dissolved companies and if misconduct is found, directors can face sanctions including being disqualified as a company director for up to 15 years or, in the most serious of cases, prosecution. The measures have been introduced under a new Act that received Royal Assent on 15 December 2021.

The Act will also mean the Business Secretary is able to apply to the court for an order to require a former director of a dissolved company, who has been disqualified, to pay compensation to creditors who have lost out due to their fraudulent behaviour.