Appealing a Companies House late filing penalty

Companies House cancels a late filing penalty only where the circumstances were exceptional: an unexpected event close to the deadline that was outside the company’s control, such as serious illness, a death or a fire destroying the records, or an error by Companies House itself. You appeal online with the penalty reference and evidence, and if that fails there are three further written stages: the senior casework manager, the independent adjudicators and a final application to the registrar.

Why is a late filing penalty so hard to cancel?

The penalty is not a decision anyone at Companies House takes. Section 453 of the Companies Act 2006 makes the company liable to a civil penalty whenever its accounts are not delivered before the end of the period for filing, and the amount is fixed by regulations according to how late the accounts are and whether the company is private or public. Section 453(4) adds that it is no defence to show the accounts had not in fact been prepared.

Companies House’s guidance says the registrar has very limited discretion not to collect a penalty, and that Parliament decided the discretion rests solely with the registrar. The penalty runs from £150 for a private company or LLP up to one month late, to £1,500 for more than six months, and doubles if the previous year’s accounts were also late. The full table is in Companies House accounts deadlines and penalties.

Because the band depends on the day acceptable accounts are delivered, the first step is always to get the accounts filed. Appealing while the accounts are still outstanding only lets the penalty move into a higher band.

Which grounds does Companies House accept?

Companies House’s appeal service says you can usually only appeal because either:

• there were unexpected circumstances, for example serious illness or death, that happened close to the filing deadline, or
• Companies House made an error.

Its penalty guidance gives the example of an unforeseen event at a critical time, such as a fire destroying records a few days before the filing deadline. The appeal must give a specific reason, include all relevant details such as dates and times, and prove the circumstances were out of your control.

Two features run through those examples. The event must be unexpected, so a long running illness or a planned absence is weaker than a sudden emergency. And it must fall close enough to the deadline to explain why the accounts could not be delivered in time; an event early in the nine month period that had passed well before the deadline rarely does.

Which reasons almost always fail?

Companies House publishes the reasons that are unlikely to succeed on their own:

• the company is dormant, a charity or a flat management company;
• the company cannot afford to pay, or the company or its directors have financial difficulties, including bankruptcy;
• the accountant was ill, or you relied on your accountant;
• these were the company’s first accounts, or you were not familiar with the filing requirements;
• the accounts were delayed or lost in the post;
• the directors or LLP members live or were travelling overseas;
• another director or LLP member was responsible for preparing the accounts.

The common thread is that filing is the directors’ personal responsibility. The appeal service puts it plainly: relying on your accountant fails because it is the director’s responsibility. This is a much narrower test than HMRC’s “reasonable excuse” for tax penalties, explained in HMRC reasonable excuse, so arguments that would work against an HMRC penalty often fail here.

How do you make the appeal?

The online service, “Appeal a penalty for filing your company accounts late”, asks for:

• the company number;
• the penalty reference from the penalty notice;
• the reason for the appeal;
• any documents that support it.

Supporting documents, such as a doctor’s note or an insurance claim, must show the full name of the person or company affected and the relevant dates. Each upload can be up to 4MB. The form takes up to 30 minutes and signs you out after 60 minutes, so assemble the evidence first. You can only appeal once against a penalty notice, so the first appeal should be complete.

If you cannot use the online service because of a disability or health condition, Companies House offers accessibility support. Its guidance also says appeals and instalment requests should be in writing where possible, and that email to enquiries@companieshouse.gov.uk is the quickest route.

What happens while the appeal is being considered?

Companies House says it will not collect the penalty while it considers the appeal. In practice a debt recovery agency or solicitors may still contact the company for payment, and the guidance tells you to reply explaining that you have appealed. Penalty notices go to the registered office, so a company whose registered office is an old address can miss both the notice and the follow up.

What if the appeal is rejected?

The guidance sets out an escalation route that must be followed in order, or the registrar will not review the appeal:

1. Senior casework manager. If you have additional information, write to the senior casework manager in the Late Filing Penalties Department at the Companies House office that deals with the company: Cardiff, Edinburgh or Belfast.
2. Independent adjudicators. If that fails, ask the independent adjudicators to review the case. Do not contact them until the senior casework unit has replied. The adjudicators are impartial and not part of Companies House, but their discretion is limited and they cannot force the registrar to reverse a decision to collect.
3. Final application to the registrar. If the adjudicators do not uphold the appeal, a final application can be made to the Registrar of Companies at the office dealing with the account.

If the penalty still stands, the company can pay it online or ask to pay by monthly instalments over a short period, explaining why it cannot pay at once. Unpaid penalties pass to debt collectors and can be decided in the County Court or Sheriff Court, where the company can file a defence; Companies House may seek its legal costs if the court finds for the registrar.

How might two appeals compare?

Illustration only. Two private companies both have a deadline of 30 September 2026 and both file on 20 October 2026, 20 days late, so each receives a £150 penalty.

• Company A’s sole director was admitted to hospital as an emergency on 24 September and discharged on 15 October. Its appeal gives those dates, attaches the discharge letter naming the director, and explains that nobody else could approve and sign the accounts. That is the kind of unexpected event close to the deadline the guidance describes.
• Company B’s accountant was busy and submitted on 29 September, but the accounts were rejected because the balance sheet was not signed, and the corrected set arrived on 20 October. Companies House’s guidance says corrected accounts filed after the deadline still attract a penalty, and reliance on the accountant is a listed weak ground. This appeal is very unlikely to succeed.

If either company is late again for the following year, the doubling rule applies to that second penalty whatever happened to the first appeal.

What mistakes do companies make when appealing?

• Appealing before the accounts are filed, so the penalty keeps rising.
• Giving a general reason with no dates, names or documents.
• Relying on reasons Companies House has said will not work, such as dormancy, first accounts or the accountant.
• Ignoring letters from debt collectors instead of telling them an appeal is under way.
• Writing to the independent adjudicators before the senior casework unit has responded.
• Confusing this penalty with HMRC’s separate Corporation Tax late filing penalties, which have their own appeal rights.

One special case: if a struck off company is restored, Companies House does not charge penalties for the period it was dissolved, but unpaid penalties from before dissolution, and penalties on accounts that were already overdue when it was dissolved, remain payable. See restoring a struck off company. For new companies, the way the first deadline is calculated is explained in filing deadline for a new company’s first accounts.

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Related Accountapedia entries

• Can you get an extension to file company accounts
• Why Companies House rejects filings
• Appealing a Self Assessment late filing penalty
• The Companies House default registered office address
• Designated members of an LLP
• Who pays a penalty when the accountant files late
• Can you appeal a penalty you have already paid
• The 12 month late filing penalty for withheld information
• Appealing a VAT late submission penalty point

Sources

• legislation.gov.uk: Act 2006 c. 46, section 453
• GOV.UK: Late filing penalties
• GOV.UK: Appeal a penalty for filing your company accounts late
• GOV.UK: Penalties for late filing
• GOV.UK: Independent adjudicators

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 19 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.