Don't Let Filing Deadlines Catch You Out Companies House Obligations in Scotland

Running a business in Scotland brings clear filing duties, and missing key Companies House deadlines can quickly lead to financial penalties, criminal exposure and reputational risk for directors.

All Scottish-registered entities must file two key documents annually with Companies House:

• Annual Accounts — for private companies, within 9 months of the end of the accounting reference period (21 months from incorporation for first accounts).
• Confirmation Statement — within 14 days of the end of the review period (at least once every 12 months), confirming that the entity’s information at Companies House is accurate and that its intended activities are lawful.

Beyond the two recurring annual filings, there are event-driven filings (changes of director, registered office, share allotments, charges, PSC changes), which must be filed as and when they occur, not annually.

Late filing of accounts triggers automatic civil penalties with no discretion and no grace period:

Penalties double if accounts are filed late in two consecutive financial years. Persistent non-compliance can also lead to prosecution, strike-off and, in serious cases, director disqualification of up to 15 years.

Failure to file a Confirmation Statement is a criminal offence under section 853L of the Companies Act 2006. Directors can face:

• Unlimited fines in the criminal courts;
• A daily default fine of up to £500 for continuing non-compliance;
• Prosecution and a criminal record; and
• Disqualification as a director.

The Economic Crime and Corporate Transparency Act 2023 also allows Companies House to impose direct financial penalties as an alternative to prosecution.

Enforcement is becoming more common. In 2022/23, Companies House initiated more than 2,270 charges across the UK for failures relating to accounts and Confirmation Statements, a significant increase on the previous year. In Scotland, prosecution decisions are made by the Crown Office and Procurator Fiscal Service.

Companies House can now also issue direct civil financial penalties, so enforcement no longer depends solely on criminal prosecution. Directors should not assume non-compliance will be overlooked.

MBM Commercial has experience defending businesses and their directors/partners facing these consequences. We recently acted for an entity and its director being prosecuted for failing to file a Confirmation Statement and successfully avoided conviction.

Our Company Secretarial team helps businesses stay on top of filing deadlines, while our Dispute Resolution team advises where non-compliance has already triggered a dispute or regulatory issue.