A question we are asked regularly by RTM boards: we have missed the Companies House filing deadline - what are the consequences, and what should we do now?
Late filing of accounts at Companies House triggers an automatic penalty. For a private company this is £150 if up to one month late, £375 for one to three months, £750 for three to six months, and £1,500 if more than six months late, doubled where accounts are filed late in two consecutive financial years. Continued failure can lead the registrar to strike the company off the register. A dissolved RTM company ceases to exist, its assets may pass to the Crown as bona vacantia, and the block is left without the entity that holds the right to manage. Companies House filing is separate from the duty to produce service charge accounts for leaseholders.
An RTM company has two separate reporting duties, and boards regularly conflate them.
The first is the company law duty: filing annual accounts and a confirmation statement at Companies House under the Companies Act 2006. This is about the company as a legal entity.
The second is the leasehold duty: producing service charge accounts and providing information to leaseholders under the Landlord and Tenant Act 1985 and the lease. This is about the money collected for the building.
Filing at Companies House does not discharge the service charge accounting obligations, and producing service charge accounts does not satisfy Companies House. Both have to be done.
Late filing of accounts at Companies House attracts an automatic civil penalty. For a private company, the current penalty bands are: up to one month late, £150; more than one month but not more than three months, £375; more than three months but not more than six months, £750; and more than six months, £1,500. If accounts are filed late in two consecutive financial years, the penalty is doubled.
Penalties are issued automatically. They are not discretionary in the ordinary case, and "we are a small volunteer-run company" is not by itself a reason for them to be cancelled. Companies House will consider appeals only in limited circumstances, and the bar is exceptional.
If filings remain outstanding, the registrar can begin the process of striking the company off the register. That is where a late filing becomes a serious problem rather than an expensive administrative one.
If an RTM company is struck off and dissolved, it ceases to exist as a legal entity. Its property, which can include money held in its own right, may pass to the Crown as bona vacantia. The company cannot contract, demand, sue or hold funds. The building is left without the entity that acquired the right to manage. Restoration is possible, but it is a court or administrative process, it costs money and takes time, and the disruption in the meantime falls on the leaseholders.
Directors also expose themselves to criticism and potentially to liability where a failure to file is part of a wider pattern of neglect. Filing failures are also visible on the public register, which is routinely checked during conveyancing, and can therefore delay or complicate sales in the block.
Act immediately rather than waiting for the next letter. File the outstanding accounts and confirmation statement as soon as possible, because the penalty band worsens with time. Pay or formally dispute the penalty rather than ignoring it. Check whether the company is subject to a proposed strike-off notice, and if so file the outstanding documents and object to the strike-off without delay. Check the registered office address is current, because missed correspondence is a common root cause. Then look at why it happened: unclear responsibility, a departed director who held the records, or an assumption that the managing agent was filing when its contract did not include company secretarial work.
Confirm in writing whether company secretarial services are within the managing agent's scope. Diarise the accounting reference date, the accounts deadline and the confirmation statement date, and keep those dates with more than one person. Keep the registered office and director details up to date at Companies House. Register for filing reminders. And give one director explicit responsibility for statutory filings, recorded in the minutes, so the task does not fall between people who each assumed someone else had it.
Filing deadlines are one of the responsibilities most often missed by self-managing companies. Company-secretarial support sits alongside our support for RTM company directors.
Filing failures affect directors, leaseholders and buyers in different ways.
Assuming the managing agent handles Companies House filings
Company secretarial work is often outside the standard management scope and must be expressly agreed.
Treating service charge accounts as satisfying Companies House
They are separate obligations under different legislation and neither substitutes for the other.
Ignoring correspondence because the registered office is out of date
Missed notices are a common route from a modest penalty to a proposed strike-off.
Waiting to see whether the penalty is enforced
Penalty bands escalate with delay and double for consecutive late years, so delay is expensive.
Most questions on this topic are management questions rather than legal ones, and the two are worth separating. A managing agent can tell you how something works day to day and what it will cost. A solicitor tells you what your rights are and how a Tribunal is likely to view them.
East Valley Properties provides management expertise, not legal advice. Where a matter turns on the wording of your lease or on formal proceedings, we will say so and work alongside your solicitor.
The official material behind this guide. We summarise it in plain English rather than reproducing it.
Current penalty bands for late filing of company accounts.
The duty to prepare and file annual accounts.
How strike-off and restoration work and what happens to company property.
Service charge information obligations, separate from Companies House filing.
FRAs, EICRs, asbestos, lifts and water hygiene tracked on a proper schedule, with documents kept where directors can find them.
Answered by Romain Maillard - Director, East Valley Properties
Romain manages residential blocks and estates for RTM companies, residents' management companies, share of freehold developments and freeholders across East London and Essex.
Published
This answer has been anonymised. Personal details, addresses and company names have been removed. Guidance is general and does not replace advice from a solicitor or surveyor on your specific block. East Valley Properties is a managing agent, not a firm of solicitors or legal advisers.
Whether you're an RTM Director, RMC Director, Freeholder or Leaseholder, our experienced block management team is here to help.
If your question could help other property owners, we may publish an anonymised version of the answer in our Knowledge Centre.
Book a free consultation with East Valley Properties to discuss your building, service charges, compliance or managing agent requirements.