Summary about an urgent statutory audit
Several companies have reached out to us because they were very late in filing their accounts and Companies House threatened to prosecute the directors unless the accounts were filed within 28 days. This is especially worrying for companies who need to file audited accounts, as an audit cannot be done overnight and takes time. However, we had capacity and we were able to complete the urgent statutory audit in time and the directors successfully avoided prosecution.
Have you received a letter from Companies House threatening prosecution for late accounts?
In recent years, a noticeable shift in posture from Companies House has signaled a departure from what many directors previously perceived as a relatively permissive enforcement regime. While the automatic imposition of late filing penalties under the Companies (Late Filing Penalties) Regulations 2008 remains the primary administrative deterrent, there is an increasing trend toward the deployment of more severe enforcement mechanisms. Specifically, many non-compliant entities are now receiving formal warnings regarding the potential for criminal prosecution of directors under the Companies Act 2006.
For directors of companies that have fallen significantly behind their filing obligations, these notices are not merely administrative formalities. They represent a significant escalation in risk, one where the consequences extend beyond financial levies and into the realm of criminal records and professional disqualification.
The Statutory Framework: Section 441 and Section 451
The duty to file annual accounts is a strict liability obligation. Under Section 441 of the Companies Act 2006, the directors of a company must deliver a copy of the company’s annual accounts and reports to the Registrar for each financial year.
Failure to comply with this obligation constitutes a criminal offence under Section 451. The statute dictates that if the requirements of Section 441 are not complied with before the end of the relevant filing period, every person who immediately before the end of that period was a director of the company commits an offence. It is critical to note that the law places the onus on the individual director; it is not a corporate liability alone. Upon conviction, a director may face an unlimited fine in England and Wales, and perhaps more importantly, the resulting criminal record can have devastating implications for their ability to hold future office or satisfy ‘fit and proper’ person tests in regulated sectors.
From Penalties to Prosecution: The Current Climate
Historically, the Registrar has largely been content to collect civil penalties, which double if accounts are filed late in two successive financial years. However, as highlighted by recent industry insights and the broader Economic Crime and Corporate Transparency Act 2023, there is a clear mandate to improve the integrity of the UK register.
The receipt of a “28-day warning letter” from Companies House is a precursor to legal proceedings. While it is true that the Registrar has historically been selective in the cases it chooses to prosecute, the current climate suggests a reduced appetite for persistent non-compliance. For companies requiring a statutory audit, the timeline is particularly precarious. An audit often introduces complexities that cannot be resolved within a 28-day window if the accounting records are not in a state of readiness.
The Audit Imperative and Reputational Risk
For many directors, the primary concern is no longer the quantum of the late filing penalty, but the existential threat to their professional reputation. In the modern commercial environment, transparency is a currency. Lenders, credit rating agencies, and trade suppliers utilize automated monitoring of Companies House filings; a “notice of overdue accounts” or the commencement of strike-off action can lead to an immediate withdrawal of credit facilities or a downgrade in risk rating.
Where a company is late due to the requirement for a statutory audit, the pressure on both the directors and the auditors is immense. An audit is a rigorous exercise in evidence gathering and professional skepticism; it cannot be bypassed or “fast-tracked” in a manner that compromises the requirements of International Standards on Auditing (UK). Consequently, when the threat of prosecution arises, directors find themselves in a pincer movement between the Registrar’s deadline and the auditor’s necessity for a true and fair view.
Mitigation and Professional Responsibility
If a company finds itself in receipt of a notice threatening prosecution, directors must act with immediate effect. Silence is often interpreted by the Registrar as a lack of intent to comply. While the 28-day period is stringent, demonstrating that an auditor has been formally engaged and that the audit process is underway can, in some instances, provide a basis for dialogue with Companies House, though it provides no statutory guarantee of immunity from prosecution.
Directors must also be mindful of their general duties under Section 172 of the Companies Act 2006, which requires them to act in a way that promotes the success of the company for the benefit of its members. Allowing a company to drift into a position where its officers face criminal charges is a fundamental failure of governance that could, in extreme cases, lead to claims of breach of duty.
How we can help
We have built in extra capacity so that we can deal with an urgent statutory audit. As we regularly work with clients who have urgent short and tight deadlines anyway such as AIM listed plcs and FCA authorised firms, we have a lot of experience of managing audits to complete them in time.
First we would need to discuss the general background of your business and how available and well organised your records are and we can estimate how long it would take us to complete the audit. If we can meet the 28 day deadline we’ll be happy to mention this in our engagement letter and get started (once we complete the usual onboarding procedures). However, we’d need to pay our staff overtime so there’d be an additional fee for this.
We would also need management to be very responsive and provide us with the information that we need as soon as possible.
Please contact us if you need a quote.






