A private company must keep its accounting records for at least three years from the date they are made under the Companies Act 2006, but the corporation tax rules usually stretch this to six years from the end of the accounting period, and longer if HMRC is enquiring. Minutes of directors’ and members’ meetings must be kept for at least ten years, and payroll, VAT, minimum wage and anti money laundering records each have their own clock.

What does the Companies Act require for accounting records?

Section 386 of the Companies Act 2006 requires every company to keep adequate accounting records, meaning records sufficient to show and explain its transactions, to disclose with reasonable accuracy its financial position at any time, and to allow the directors to make sure the accounts comply with the Act. In particular the records must contain day to day entries of all money received and spent, a record of assets and liabilities, and, for a business dealing in goods, year end stock statements, the stocktakings behind them and (except for ordinary retail sales) statements of goods bought and sold identifying the buyers and sellers.

Section 388(4) then sets the minimum company law retention period:

  • a private company must preserve the records for three years from the date on which they are made;
  • a public company must preserve them for six years from the date on which they are made.

Section 388(5) makes this subject to the insolvency rules, which can require records to be kept longer once a company enters an insolvency process. Failing to keep adequate records is an offence by every officer in default under section 387, and failing to take reasonable steps to preserve them for the section 388(4) period is an offence under section 389. Both carry up to two years’ imprisonment on indictment, although the director has a defence if they acted honestly and the default was excusable in the circumstances.

Why do the tax rules usually mean six years?

The three year company law minimum is rarely the deciding figure for a private company because corporation tax asks for more. Paragraph 21 of Schedule 18 to the Finance Act 1998 requires a company that may have to deliver a company tax return to keep the records needed for a correct and complete return, and to preserve them until the sixth anniversary of the end of the period the return covers. HMRC can specify an earlier day in writing. If HMRC has issued a notice to file before that date, the records must be kept until any enquiry into the return is completed or, if there is no enquiry, until HMRC can no longer open one.

GOV.UK summarises the position for directors as six years from the end of the last financial year the records relate to, and says to keep them for longer if:

  • they show a transaction covering more than one accounting period;
  • the company bought something it expects to last more than six years, such as equipment or machinery;
  • the Company Tax Return was sent late; or
  • HMRC has started a compliance check into the return.

Failure to keep and preserve the paragraph 21 records can lead to a penalty of up to £3,000 for each accounting period under paragraph 23, and GOV.UK warns that directors can also be disqualified for not keeping accounting records. How far back HMRC can assess is a separate question, covered in how far back HMRC can go.

How long must minutes, resolutions and registers be kept?

The governance records follow longer periods than the books.

Record Rule Minimum period
Minutes of all directors’ meetings Companies Act 2006, section 248 Ten years from the date of the meeting
Members’ written resolutions, minutes of general meetings and sole member decisions Section 355 Ten years from the date of the resolution, meeting or decision
Entries for former members in the register of members Section 121 May be removed after ten years from the date the person ceased to be a member
Directors’ service contracts, or a memorandum of unwritten terms Section 228(3) At least one year after the contract ends or expires

Section 358 also requires the section 355 records for the previous ten years to be available for inspection at the registered office or an alternative inspection location, and members may inspect them free of charge. Breaches of sections 248, 355, 358 and 228 are offences by officers in default carrying a level 3 fine and daily default fines. The registers themselves, and which ones companies stopped keeping in November 2025, are explained in statutory registers.

What about VAT, payroll and minimum wage records?

  • VAT. Paragraph 6(3) of Schedule 11 to the VAT Act 1994 lets HMRC require VAT records to be preserved for up to six years. VAT Notice 700/21 says that generally all business records for VAT must be kept for at least six years, and that a business facing serious storage problems or undue expense can ask HMRC about keeping some records for a shorter period.
  • PAYE. Regulation 97 of the Income Tax (PAYE) Regulations 2003 requires employers to keep PAYE records not sent to HMRC for at least three years after the end of the tax year they relate to. This covers wages sheets, records of calculations and deductions, and documents supporting P11D information.
  • National minimum wage. Regulation 59(8) of the National Minimum Wage Regulations 2015 requires the records showing that workers were paid at least the minimum wage to be kept for six years, starting from the end of the pay reference period after the one they relate to. This is longer than the PAYE period, so payroll archives should be set to the longer clock.
  • Anti money laundering. Accountancy firms and other relevant persons must keep customer due diligence and transaction records for five years under regulation 40 of the Money Laundering Regulations 2017, usually from the end of the business relationship. See AML record keeping.

Can records be kept electronically?

Yes. Section 1135 of the Companies Act 2006 allows company records to be kept in hard copy or electronic form, arranged as the directors think fit, provided the information is adequately recorded for future reference and electronic records can be reproduced in hard copy. The VAT and PAYE rules likewise allow records to be preserved in any form and by any means. VAT Notice 700/21 gives the example of scanned purchase invoices: if the retained image contains all the detail required for VAT, the original paper invoice need not be kept unless another purpose requires it.

Can a company keep records for too long?

Records containing personal data are subject to the storage limitation principle in Article 5(1)(e) of the UK GDPR. The ICO’s guidance says that even data collected and used lawfully cannot be kept for longer than it is actually needed, and recommends a retention policy. For money laundering records, regulation 40(5) goes further and requires personal data obtained under the regulations to be deleted once the retention period has expired, subject to limited exceptions.

That does not mean destroying everything on the day the statutory period ends. Many companies keep contracts for longer because of limitation periods: in England and Wales, section 5 of the Limitation Act 1980 allows six years to bring a claim on a simple contract and section 8 allows twelve years for an action on a specialty, which includes deeds. The sensible approach is a written schedule that records each category, the legal reason for its period and who authorises destruction. Practices handling client records should also read data protection for accountancy practices.

How does the timing work in practice?

Illustration only. A private trading company has a year end of 31 March 2026 and files its Company Tax Return on time.

  1. A purchase invoice entered in May 2025 satisfies the Companies Act minimum after three years, in May 2028. That is not the controlling date.
  2. The corporation tax rule keeps the same invoice until the sixth anniversary of the end of the accounting period: 31 March 2032. If HMRC opens an enquiry, it is kept until the enquiry closes.
  3. The invoice is for a machine expected to last ten years, so the company keeps it, and the capital allowance workings, for the life of the asset and beyond, in line with GOV.UK’s guidance on assets lasting more than six years.
  4. Board minutes from a meeting on 10 June 2026 approving the accounts must be kept until at least 10 June 2036.
  5. PAYE records for the 2025 to 2026 tax year, which ended on 5 April 2026, must be kept until at least 5 April 2029, but the minimum wage records for the same pay periods must be kept for six years.

What are the common mistakes?

  • Applying the three year Companies Act period and destroying records HMRC can still ask for.
  • Counting from the date of the document when the tax rule counts from the end of the accounting period.
  • Throwing away asset purchase records after six years while the asset is still being depreciated or claimed for.
  • Assuming the accountant holds the records. The duty sits with the company and its officers, and an accountant may retain papers over unpaid fees; see the accountant’s lien.
  • Forgetting that a company being struck off still needs its records preserved; see company strike off.

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Sources

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.