In short
- A limited company answers to two bodies: Companies House, the companies register, and HMRC, the tax authority. Each has its own calendar, its own forms and its own penalties.
- On the register side: a confirmation statement every year, annual accounts within nine months of the year end, and any change (director, address, shareholder) notified within fourteen days.
- On the tax side: a corporation tax return within twelve months, payment nine months and one day after the year end, and VAT and payroll where applicable.
- Penalties are automatic and escalate. Accounts filed more than six months late cost £1,500, doubled if it happens again the following year.
- Almost all of these obligations can be outsourced to an accounting firm. What remains for the director comes down to three things: provide the documents, decide, and give notice of any change.
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Two authorities, two logics
The most common confusion for a new director is believing they have “a return to file”. They have several, spread between two bodies that do not talk to each other.
Companies House keeps the public register. It wants to know who runs the company, who owns it, where it is domiciled and what its financial position is. It calculates no tax.
HMRC collects tax. It wants the taxable profit, the corporation tax, VAT if the company is registered, and deductions on salaries if it pays any. It takes no interest in the register.
Each body has its own deadlines, calculated from different dates. That is what makes the calendar confusing in the first year, and entirely routine afterwards.
What Companies House requires
The confirmation statement
Once a year, the company confirms that the register information is accurate: directors, shareholders, persons with significant control, registered office address, activity code. It is a formality of a few minutes, with a modest fee. It must be filed within fourteen days of the anniversary of the previous one. A prolonged failure exposes the company to compulsory strike-off and the directors to an offence.
Annual accounts
Each accounting period gives rise to accounts filed on the register, viewable by anyone. For a small company the filed format is reduced: balance sheet and notes, without a detailed profit and loss account. The deadline is nine months after the year end. For the first accounts, the deadline runs from the date of incorporation: twenty-one months.
Changes during the year
Appointment or resignation of a director, change of registered office or correspondence address, movement of shareholders: each change is notified within fourteen days. Since 2025, directors and persons with significant control must also have had their identity verified with the register.
Internal registers
The company keeps its own registers: members, directors, persons with significant control, board decisions, dividend vouchers. They are not filed, but they must exist and be producible.
What HMRC requires
Corporation tax
The company registers with HMRC within three months of starting to trade. Each accounting period, it files a CT600 return with the accounts in tax format, within twelve months of the year end. The tax itself is paid earlier: nine months and one day after the year end. Payment therefore precedes the return, which means the tax must be calculated before it is declared. That is exactly what the pre-year-end review prepares.
VAT
If the company is VAT registered, it files quarterly returns digitally and pays the VAT due within one month and seven days of the end of the quarter. An unregistered company has nothing to file.
Payroll
If the company pays a salary, including to the director, it reports each payment to HMRC in real time and pays the deductions monthly. A director paid in dividends only has no payroll to run.
Dividends
No return to HMRC for the company. Each distribution, however, requires distributable profits, a written decision and a voucher, as we explain in the article on dividends.
A particular point of care for the non-resident director
Letters from HMRC and Companies House go to the registered office and the correspondence address on file. A director based abroad who does not receive them, or receives them late, misses deadlines without knowing it. The fix is two settings: a correspondence address that actually forwards mail, and online access to both accounts, register and tax, so that nothing depends on paper.
Penalties, so you know where you stand
- Accounts filed late with the register: £150 up to one month, £375 up to three months, £750 up to six months, £1,500 beyond. These amounts double if the following year’s accounts are also late.
- Late confirmation statement: no immediate fine, but a risk of strike-off and a criminal offence for the directors.
- Late CT600: £100 on the first day, another £100 after three months, then 10 % of the tax due after six months and a further 10 % after twelve months.
- Tax paid late: interest from the first day.
These penalties apply automatically, with no prior notice. They are not negotiable, except in demonstrated exceptional circumstances.
A worked example: a limited company’s first year
A company incorporated on 15 January, whose year end is set by default at 31 January of the following year. Here is its real calendar.
- 15 April, year 1. Registration with HMRC for corporation tax, within three months of starting to trade.
- 29 January, year 2. Confirmation statement, within fourteen days of the anniversary of incorporation.
- 31 January, year 2. End of the first accounting period, a little over twelve months after incorporation.
- 15 October, year 2. First accounts filed with the register, twenty-one months after incorporation.
- 1 November, year 2. Corporation tax paid, nine months and one day after the year end.
- 31 January, year 3. CT600 filed, twelve months after the year end. By then, the second period’s accounts are already in preparation.
Five deadlines, spread over two years, none of which falls at the same time. Once the calendar is set, it repeats identically every year.
Why the two calendars drift apart
Companies House counts from the incorporation date and from the accounting reference date. HMRC counts from the date trading began and from the end of the accounting period, which may not coincide with the reference date in the first year if the company started trading later. The result is that the first HMRC return can cover a slightly different period from the first set of accounts. This is normal, the partner firm handles it, and it disappears from the second year onwards when both calendars line up on the same twelve months.
What is outsourced, what stays with you
In our plans, bookkeeping, preparation and filing of annual accounts, the CT600, VAT and payroll are carried out by a partner UK accounting firm, under its professional responsibility. The confirmation statement and register changes are prepared and filed for you.
What remains for the director is simple, but cannot be done by anyone else:
- Provide the documents within the requested time: statements, invoices, receipts.
- Decide: the level of salary, dividends, investments.
- Give notice of any change: address, tax residence, shareholding, activity.
The cost of this support is set out in the article on the real cost of a limited company.
Frequently asked questions
Does a company with no activity have obligations?
Yes. A dormant company still files its confirmation statement and simplified accounts, and informs HMRC of its dormancy. Deadlines and penalties are the same.
Can I change my year end?
Yes, in principle once every five years, shortening it freely or extending it up to eighteen months. It is sometimes useful to align the period with your personal calendar.
What happens if I ignore letters from the register?
The register may begin strike-off proceedings. The company is then dissolved and its assets, including the bank balance, pass to the Crown. Restoration is possible but slow and costly.
Do I have to file anything personally in the UK?
A non-resident director with no UK-source income generally has no personal return to file in the United Kingdom. A salary paid by the company can change that answer: it is examined case by case.
How long must I keep the records?
Six years after the end of the accounting period concerned, for accounting records and registers alike.
What to take away
A limited company’s obligations are neither numerous nor complicated. They are dated, and their penalties are automatic. A calendar set once, a firm that executes, a director who provides, decides and gives notice: that is all it takes for a limited company to stay compliant for years.
