Temporary reliefs for certain Companies House filing requirements

The Companies etc. (Filing Requirements) (Temporary Modifications) Regulations 2020

The COVID-19 pandemic has made it challenging for many companies to comply with their mandatory filing requirements. We have previously written about the Corporate Insolvency and Governance Act 2020 which provided powers to the Secretary of State to make regulations to extend certain Companies House filing deadlines. Under the powers conferred by this Act, the Companies etc. (Filing Requirements) (Temporary Modifications) Regulations 2020 were passed and became effective on 27 June 2020. Companies House also published guidance on 1 July 2020 which is summarised below.

The regulations are particularly relevant for both public and private companies, LLPs and limited partnerships as well as certain other European entities.

The main filings that the regulations cover are:

• Confirmation statements;
• Accounts;
• Notification of certain changes made in relation to a company; and
• Filings connected with certain charges.

Confirmation Statements

The annual confirmation statement previously had to be filed within 14 days of the date to which it was to be completed. The regulations extend this to 42 days for public and private limited companies, LLPs, Scottish Limited Partnerships, Scottish Qualifying Partnerships and Societas Europaeas. No application is required – the extension is applied automatically.

Accounts

Entities whose accounts' filing deadline falls between 27 June 2020 to 5 April 2021 (inclusive) will have their filing deadline extended as follows:

• Private Companies: deadline extended from nine months to 12 months after the end of the relevant accounting period;
• Public Companies: deadlines falling on or after 30 June 2020 extended from six months to nine months after the end of the relevant account period;
• LLPs: deadline extended from nine months to 12 months after the end of the relevant accounting period.

It must be noted that the extension granted only applies to the original filing deadline. Companies House will not add this new extension to a previous extension already given by Companies House.

Changes were brought into force through the Corporate Insolvency and Governance Act 2020 for public companies for filing their annual accounts before being superseded by the new regulations. Effectively, if a PLC's filing deadline fell between 26 March 2020 and 29 June 2020, the filing deadline was extended to the earlier of 30 September 2020 or 12 months from the end of its accounting period.

Companies that have shortened their accounting reference period will have their deadlines extended to the later of:

• The period of 12 months (for private companies) or 9 months (for public companies) from its new, earlier accounting reference date, or
• Three months from the date of the notice to shorten its accounting reference period.

Companies that have extended their accounting reference period will also receive the extension if the new filing deadline falls within the eligible period above.

There are also rules for new companies filing their first accounts. Companies filing accounts for an initial accounting period which is 12 months or shorter – and who have not already been granted an extension - will benefit from the ordinary extended deadline (12 months for private companies, nine months for public companies). 

Where the initial accounting period is longer than 12 months, the deadline will be 24 months (private companies) or 21 months (public companies) from the date of incorporation of the company.

Event-driven filings

Certain changes and events must be notified to Companies House and the regulations extend the deadline for filing to 42 days for the filings summarised below:

Charges

The regulation automatically extends the period to register an interest in a charge or mortgage over a company or an LLP from 21 days to 31 days for charges created on or after 6 June 2020. This period begins the day after the date the charge was created.

This extension will not apply where a court has already provided an extension. 

Listed Companies

It should also be noted that regulatory and market reporting requirements will continue to apply. These requirements must still be complied with unless they have been separately relaxed.

On 26 March 2020, the FCA (jointly with the FRC and PRA) announced temporary relief permitting LSE main market listed companies an additional two months (on top of the usual four months from their year-end) to publish their audited financial statements. On the same date, the AIM Rules were also relaxed to allow AIM companies with a year-end between 30 September 2019 and 30 June 2020 to apply through their Nominated Advisors for a three-month extension to the six-month deadline for publishing their annual audited accounts.

There are of course many other factors which companies will take into account in determining their reporting timetable, and this update is not intended to address those.

Finally, it should be noted that these extensions are temporary and will not apply to filing deadlines that fall after the eligible periods next year.

If you have any queries concerning your filing responsibilities and deadlines, please get in touch with your usual Brodies contact.