COVID-19: Changes to Companies House strike off policy and late filing penalties

Posted: April 23, 2020

During the COVID-19 outbreak, some companies may be experiencing difficulties with meeting their legal responsibilities to ensure that their Companies House filings are up to date.

On 16 April, the Government announced that it had acknowledged these difficulties and, although there has been no formal extension in respect of all time limits for filing requirements, the consequences for late filing of documents at Companies House have been relaxed.  Companies House will treat late filing sympathetically and will also temporarily suspend the strike-off process to prevent companies being dissolved during the coronavirus crisis.  

The announcement builds on a 3-month extension to file annual accounts announced by the Secretary of State for Business, Energy and Industrial Strategy, which companies can already apply for.  The extension is available if applied for in advance of the filing date, with Government guidance estimating that the application should take approximately 15 minutes to complete.  The Government has confirmed that any extension granted will not change the dates for filing future accounts.

Currently, Companies House is able to dissolve a company through its strike-off process if the company fails to submit an annual confirmation statement form or file its accounts on time.  An automatic fine for late filing is imposed on the company but, under the latest announcement, the Government has reassured businesses affected by the pandemic that companies appealing late filing fees will be treated more sympathetically if the delay was due to the coronavirus disruption.

A company (for example an unused dormant company) can also be closed down by having it voluntarily “struck off” the Companies Register. The limited company must not have any of the following: (i) traded or sold off any stock in the last three months; (ii) changed its name in the last 3 months; (iii) been threatened with liquidation; and (iv) any agreements with creditors. During the current coronavirus outbreak, companies can still apply for voluntary dissolution and Companies House will register the application as usual and publish a notice in the Gazette but further action will be suspended for the time being.  This will give those who wish to do so the time to register their objection to the dissolution.

Martin Swain, the director of strategy, policy and communications at Companies House said that customers will continue to be contacted “to remind them of their responsibilities”, and businesses are encouraged to continue to file their documents as soon as possible. The guidance is temporary and will be kept under review.

Alexandra Vyvyan, Trainee Solicitor, Simkins LLP

Giao Pacey, Partner, Simkins LLP