* All fees must be made payable to 'Companies House’.

Late Filing Penalty Appeals GBA11

July 2008 - version 3

What is a penalty notice?
A Penalty Notice gives details of the penalty/penalties levied against a company because we did not receive the company's accounts on time. The notice includes information on how to pay the penalty.

What are late filing penalties?
All limited and public limited companies must send their company accounts to the Registrar. As a director, you are personally responsible for ensuring your company accounts are delivered before time runs out. Delivery means actual receipt at Companies House in the correct format. If they are late a penalty is by law levied automatically.

The size of the penalty depends on how late the accounts reach the Registrar and is shown in the following table.

Can I appeal?
You may appeal against a penalty but it will only be successful if you can show that the circumstances are exceptional.

What is exceptional?
The Registrar has very limited discretion not to collect a penalty. It may be applied when an unforeseen catastrophe strikes a company at a critical time; for instance, a personal tragedy affecting a sole director immediately before a filing deadline or a fire destroying records a few days before time runs out. The Registrar may also apply discretion if a mistake by Companies House has contributed to the late filing.

The limited nature of the Registrar's discretion underwent a Judicial Review in 2002. To see a full copy of the ruling please click on the attached link, The Queen upon the application of (1) POW Trust and (2) Al's Bar and Restaurant v (1) The Chief Executive and Registrar of Companies and (2) The Secretary of State for Trade and Industry (December 2002).

What is not exceptional?
These are some of the reasons that would not be regarded as justifying non-collection of a penalty.

• My accounts were delayed or lost in the post
• My company is dormant
• My company or its officers have financial difficulties (including bankruptcy)
• I cannot afford to pay
• You did receive them on time but they were rejected
• Another director is responsible for preparing the accounts
• My accountant was ill
• I relied on my accountant
• These are my first accounts
• I am not familiar with the filing requirements
• This is a flat management company
• I was abroad on business or on holiday
• I am a sole director
• I did not receive a reminder notice

Do I still want to appeal?
If, after reading the above, you still wish to appeal, then you must do so in writing and address your letter to the Case Manager shown on the front page of the penalty notice. A reply will normally be sent within 10 working days and recovery action will be suspended while your appeal is being considered.

What happens if my appeal is rejected?
You can write to the Senior Appeals Manager in the Late Filing Penalties Department. If the Senior Appeals Manager upholds the penalty then you can ask the independent Adjudicator to review your case. All communication with the Adjudicator must be in writing. Please do not write to the Adjudicator until you have heard from the Senior Appeals Manager.

Please note Parliament decided that discretion resides solely with the Registrar. Finally, you can write to ask the Registrar of Companies for England and Wales (or the Registrar of Companies for Scotland for Scottish companies) to look at your case.

Can I pay the penalty by instalments?
Yes. If you have difficulty in paying the penalty outright then we will normally accept payment by monthly instalments usually over four months and exceptionally over ten months, depending on the amount to be paid. Any request to pay by instalments must be made in writing and should explain why the penalty cannot be paid immediately.

What happens if I do not pay the penalty?
If the penalty is not paid then we will ask our debt collectors to take action. Ultimately the matter will be decided in the County Court or Sheriff Court, where you will have the opportunity to file a defence.

You may wish to seek professional advice because legal costs may be recovered if the court finds in favour of the Registrar.

Further help?
If you need further advice about the penalty/penalties contact the Case Manager shown on the front of the penalty notice.

If you need help on other matters including Guidance Booklets please call our Contact Centre on 0870 33 33 636.

General advice on filing requirements and information about companies is also available on our website www.companieshouse.gov.uk.

Late Filing Penalties Appeals Manual

How to pay your penalty