Can directors be prosecuted for not filing accounts

Yes. Under section 451 of the Companies Act 2006, if a company’s accounts are not delivered by the filing deadline, every person who was a director immediately before the deadline commits a criminal offence. It is tried in the magistrates’ court and punishable by a fine, with daily fines for continued failure. It is separate from, and in addition to, the automatic late filing penalty charged to the company.

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What exactly is the offence?

Section 441 puts the duty to deliver annual accounts and reports to Companies House on the directors. A private company has nine months from the end of its accounting reference period (section 442). Section 451(1) then says that if those requirements are not met before the end of the period for filing, every person who immediately before the end of that period was a director commits an offence.

Three features stand out.

It is personal to the directors. The company itself is not the defendant under section 451. Its liability is the civil penalty under section 453.
Timing fixes who is liable. The test is who held office immediately before the deadline. Someone who resigned earlier is outside section 451, and someone appointed after the deadline is not caught by it either, although they take on the duty to get the overdue accounts filed.
Unprepared accounts are no excuse. Section 451(3) says it is not a defence that the documents were not in fact prepared.

GOV.UK guidance on late filing penalties says directors are personally responsible for delivering the accounts before the time allowed runs out, that delivery means actual receipt at Companies House in the correct format, and that the deadline applies even if it falls on a Sunday or bank holiday.

Is there a defence?

Section 451(2) gives a defence if the director proves they took all reasonable steps to secure that the requirements would be met before the deadline. The burden is on the director. Evidence that may help includes instructing an accountant well before the deadline, supplying the records promptly, chasing progress in writing, and filing what was possible once problems arose.

Simply having an accountant is not enough. GOV.UK guidance on running a limited company says directors can hire others to manage some tasks but remain legally responsible for the company’s records, accounts and performance. A non executive or minority director who repeatedly raised the overdue accounts at board level is in a different position from one who never asked.

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What can a court impose?

Section 451(4) makes the offence summary only, so it is dealt with in the magistrates’ court in England and Wales. The penalty is a fine up to level 5 on the standard scale. Section 85 of the Legal Aid, Sentencing and Punishment of Offenders Act 2012 lets such offences be punished by a fine of any amount, and section 122(3) of the Sentencing Act 2020 applies that to offences committed on or after 12 March 2015. In Scotland and Northern Ireland the fine is capped at level 5 on the standard scale.

For continued contravention there is also a daily default fine. In England and Wales it is up to one tenth of the greater of £5,000 or level 4 (£2,500), which works out at £500 a day. In Scotland and Northern Ireland it is one tenth of level 5. Section 1125 explains that a daily default fine applies on a second or subsequent conviction for each day the failure continues.

A conviction can also lead to disqualification. Under section 5 of the Company Directors Disqualification Act 1986 the convicting court may disqualify a director for up to five years where there have been at least three relevant findings of guilt, including the current one, in the five years ending with the conviction. Section 3 allows a disqualification order for persistent default, which can be conclusively proved by three or more defaults in five years, counting convictions, financial penalties imposed by the registrar and default orders. See director disqualification.

How does a prosecution actually come about?

Companies House’s enforcement policy describes a compliance framework with five levels. A company that occasionally files late but brings its records up to date when prompted is likely to receive reminders, late filing penalties and default notices. Prosecution is prioritised at level 4, for companies or individuals who disregard filing obligations, regularly file late, have gaps in their filing history or fail to bring records up to date when prompted, and at level 5 any sanction may be used.

In England and Wales, Companies House decides some prosecutions itself and refers others. It applies the Code for Crown Prosecutors, so there must be sufficient evidence for a realistic prospect of conviction and prosecution must be in the public interest. In Scotland the Crown Office and Procurator Fiscal Service decides, and in Northern Ireland the Public Prosecution Service.

Section 1128 sets the time limits for summary proceedings in England and Wales: within three years after the offence, and within twelve months after the date on which sufficient evidence came to the knowledge of the Director of Public Prosecutions or the Secretary of State.

There is now an alternative to prosecution. Section 1132A lets regulations give the registrar power to impose a financial penalty where satisfied beyond reasonable doubt that a person committed a relevant offence. Relevant offences are any offence under the Act except those in Parts 12, 13 and 16, so section 451, in Part 15, is within scope. Companies House says the 2024 regulations took effect on 2 May 2024, that a warning notice gives at least 28 days for representations, and that no penalty is imposed if the required action is taken within that period. Under section 1132A(5), a person given a financial penalty cannot then be prosecuted for the same conduct.

How does it relate to the late filing penalty?

Section 453 makes the company liable to a civil penalty when accounts are late, and says this is in addition to any liability of the directors under section 451. GOV.UK says criminal proceedings are separate from and in addition to the late filing penalties issued against the company. For a private company the penalty is £150 if not more than one month late, £375 if up to three months, £750 if up to six months and £1,500 if more than six months, doubled if accounts are filed late in two successive years. More detail is in Companies House accounts deadlines and penalties.

Separately, section 452 lets a member, creditor or the registrar apply to court for an order requiring the directors to file, if they have not done so within 14 days of a notice requiring compliance. The court can order the directors to pay the costs. Such an order counts as a default under section 3 of the 1986 Act.

Is the confirmation statement treated the same way?

Broadly. Section 853L makes failing to deliver a confirmation statement within 14 days after the end of the review period an offence by the company and every officer in default. Under section 1121 an officer is in default if they authorise, permit, participate in or fail to take all reasonable steps to prevent the contravention. In England and Wales the penalty is a fine plus a daily default fine of up to the greater of £500 and one tenth of level 4. See late confirmation statements.

How might this play out?

Illustration only. Oak Ltd, a private company, has a 31 December 2025 year end, so its accounts are due by 30 September 2026. Director Alan resigns on 15 September 2026. Director Beth stays on. Director Carl is appointed on 10 October 2026. The accounts reach Companies House on 20 January 2027.

Beth was a director immediately before the deadline, so she committed the section 451 offence unless she can show she took all reasonable steps.
Alan had resigned and Carl had not been appointed, so neither is caught by section 451.
Oak Ltd receives a £750 late filing penalty because the accounts were more than three but not more than six months late, or £1,500 if the previous year’s accounts were also late.

Whether Beth is actually prosecuted depends on her record. Under the compliance framework, a first late filing that is promptly corrected would normally be met with reminders and penalties rather than prosecution. A pattern of ignored notices is the kind of case the enforcement policy targets.

What mistakes do directors make?

Assuming that paying the company’s penalty closes the matter.
Blaming the accountant without any evidence of instructing or chasing them.
Ignoring default notices and registrar correspondence, which moves the company up the compliance framework.
Thinking a dormant company is exempt. Its accounts are due on the same timetable, as explained in directors’ duties in a dormant company.
Resigning after the deadline in the belief that it ends personal exposure.

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Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 24 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.