If directors find that accounts already sent to members or filed at Companies House did not comply with the Companies Act 2006, section 454 lets them prepare revised accounts. The Companies (Revision of Defective Accounts and Reports) Regulations 2008 offer two routes, a full replacement set or a supplementary note, and in either case the revised accounts speak as at the original approval date and must be filed within 28 days of the revision.

When can directors revise accounts that have been filed?

Section 454(1) allows the directors to prepare revised accounts, or a revised strategic report, directors’ report or directors’ remuneration report, if it appears to them that the original did not comply with the requirements of the Act. The trigger is non compliance with the Act, which includes failing to give a true and fair view and failing to make a required disclosure.

Once copies have been sent to members, delivered to the registrar or (for a public company) laid before a general meeting, section 454(2) limits what can change. The revisions must be confined to correcting the respects in which the original did not comply and making any necessary consequential alterations.

Typical triggers include a missing statutory disclosure (for example the note of advances and guarantees to directors), claiming an exemption the company was not entitled to (such as the small group exemption explained in when a parent must prepare group accounts), or a material error that means the accounts did not give a true and fair view.

What is the difference between replacement and a supplementary note?

Regulation 2 of the 2008 Regulations defines revised accounts as accounts revised either by replacement or by supplementary note. With a supplementary note, the revised accounts are the original accounts together with the note.

Regulation 4(2) sets out statements that must appear in a prominent position where the originals have already been sent out, laid or filed.

Revision by replacement Revision by supplementary note
That the revised accounts replace the original accounts for the financial year, which must be specified That the note revises the original accounts in certain respects and is to be treated as part of them
That they are now the statutory accounts for that year That the accounts have been revised as at the date of the original accounts, not the date of revision, and so do not deal with events between those dates
That they have been prepared as at the date of the original accounts, not the date of revision, and so do not deal with events between those dates
The respects in which the original accounts did not comply with the Act
Any significant amendments made as a consequence of remedying those defects

The directors must also state the date of approval of the revision. Under regulation 4(1), section 414 (board approval and signature) applies to the revised accounts, but for a supplementary note the director signs the note rather than the balance sheet. A supplementary note suits a narrow correction such as a missing disclosure; replacement is clearer where the error runs through the primary statements.

Why are revised accounts prepared as at the original date?

Regulation 3 applies the Act’s content rules as if the revised accounts had been prepared and approved on the date of the original accounts, and requires the true and fair view to be judged as at that date. It also adjusts the rule on liabilities and losses arising after the year end so that it refers to the original approval date rather than the date the revision is signed.

So revised accounts correct the defect but are not updated for later events, such as a debtor that has failed since the originals were signed.

Does the auditor have to report again?

For an audited company, regulation 7 requires the current auditor to report to the members on the revised accounts. If a different firm audited the originals, the directors may resolve that the original auditor reports instead, provided that firm agrees and would be qualified for appointment. The auditor’s report must also say whether, in the auditor’s opinion, the original accounts failed to comply with the Act in the respects the directors identified.

Two further rules sit around this. Regulation 18 says that where the company was exempt from audit under section 477, 479A or 480, the Regulations apply without any reference to an auditor’s report. But regulation 8 says that if the revisions mean the company is no longer entitled to audit exemption, it must have an auditor’s report prepared on the revised accounts and deliver it to the registrar within 28 days of the revision. Correcting a size calculation can therefore turn an unaudited company into one that needs an audit; see audit exemption for small companies.

What must be sent to members and filed at Companies House?

Regulation 12 requires the directors, within 28 days of the revision, to send the revised accounts (or the supplementary note) with any auditor’s report to everyone who received the originals, and to send them to anyone else who is a member, debenture holder or person entitled to notice of general meetings at the date of revision. Regulation 13 requires a public company to lay them before the next general meeting at which annual accounts are laid.

Regulation 14 requires delivery to the registrar within 28 days of the revision: either the full revised accounts or the supplementary note, in each case with any auditor’s report. Failure is treated like a failure to file accounts under sections 451 and 452.

Companies House guidance says amended accounts can be sent on paper, or through filing software if the original accounts were filed that way and the software allows corrected accounts to be submitted. Amended accounts must be for the same period as the originals. On paper, the new accounts must clearly say that they replace the original accounts, are now the statutory accounts and are prepared as they were at the date of the original accounts, and the front should be marked amended so they are not treated as a duplicate. The original accounts stay on the public register. To amend only one part, the company sends a note of what has changed, signed by a director, together with a copy of the original accounts.

What does this look like in practice?

Illustration only. A small company filed accounts nine months ago. Its accountant now notices that the notes left out a loan of £12,000 to a director that existed during the year. Nothing else is wrong. The directors approve a supplementary note that sets out the missing details, contains the regulation 4(2)(b) statements, is dated and is signed by a director. Within 28 days they send it to the members and deliver it to Companies House with a copy of the original accounts. Because the company was audit exempt, no auditor’s report is needed.

A second company discovers that it had claimed the small companies regime when its group was not small. Its accounts were abridged and unaudited. The defect affects the format, the exemptions taken and the audit position, so the directors prepare a full replacement set with the regulation 4(2)(a) statements, and because the company was never entitled to audit exemption, regulation 8 requires an auditor’s report filed within 28 days of the revision.

What happens if the directors do not act?

Section 455 allows the Secretary of State to give the directors notice of a question about compliance, with at least one month to explain or revise. Under section 456 the Secretary of State, or a person authorised for the purpose, may then apply to court for a declaration that the accounts do not comply and an order to revise them. Government guidance describes the Financial Reporting Council as having responsibility for monitoring strategic reports and the power ultimately to apply to the court.

If the court finds the accounts defective, section 456(5) allows it to order the costs of the application and the company’s reasonable costs of revising to be borne by the directors who were party to approving the defective accounts. Every director at the time of approval is treated as a party unless they show they took all reasonable steps to prevent it.

Should the error be corrected next year instead?

Not every error calls for revised accounts. FRS 102 paragraph 10.21 requires a material prior period error to be corrected retrospectively in the first financial statements authorised for issue after its discovery, by restating the comparatives or the opening balances. That route corrects the numbers going forward but leaves the filed accounts as they are. Revision under section 454 is the route when the filed accounts themselves are non compliant and need putting right, for instance where creditors or lenders are relying on them, or where a dividend depended on them; see relevant accounts for distributions.

Revising the statutory accounts does not amend the company tax return. Under paragraph 15 of Schedule 18 to the Finance Act 1998, a company can generally amend its return within twelve months after the filing date; see amending a tax return.

What mistakes come up most often?

  • Filing a fresh set of accounts without the regulation 4 statements, so they look like a duplicate filing.
  • Updating the revised accounts for events after the original approval date.
  • Missing the 28 day deadlines for filing and for sending copies to members.
  • Overlooking the need for an audit when the revision removes an audit exemption.

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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.