1. What are late filing penalties?

Section 242A of the Companies Act 1985 (as applied to limited liability partnerships by regulation 3 of the Limited Liability Partnerships Regulations 2001) says that penalties will be incurred by any limited liability partnership that delivers its accounts to Companies House after the period allowed for filing.

2. How much are the penalties?

That depends on how late the accounts reach the Registrar, as shown in this table:

3. How long do I have to file my limited liability partnership’s first accounts?

If you are filing your first accounts and they cover a period of more than 12 months, they must be delivered to the Registrar within 22 months of the date of incorporation or 3months from the ARD, whichever is longer. The definition in the box below of a period of months in connection with filing the accounts also applies to the first accounts. For example, a limited liability partnership incorporated on 1 January with an Accounting Reference Date (ARD) of 31 January has until midnight on 1 November (22 months from incorporation) to deliver its accounts, not 30 November.

4. How long do I normally have to file my accounts?

Unless you are filing your limited liability partnership’s first accounts (see question 3) the time normally allowed for delivering accounts to Companies House is 10 months from the end of the relevant accounting period.

If the accounting reference date (ARD) has been shortened, the time allowed for filing the accounts is the longer of:

• 10 months from the ARD; or
• 3 months from the date of the notice (Form LLP225).

If your limited liability partnership’s accounting period does not end on the last day of a month, then each period ends on the corresponding date in the appropriate month. For example, a private company with an accounting reference date (ARD) of 10 September has until 10 July the following year to deliver its accounts.

Please be aware of the following definition of months in connection with filing accounts.

• A period of months after a given date ends on the corresponding date. For example, a limited liability partnership with an accounting reference date of 30 September has until 30 July the following year to deliver its accounts, not 31 July.
• If there is no corresponding date, the period will end on the last day of the month. For example, a limited liability partnership with an accounting reference date of 30 April has until midnight on 28/29 February the following year to deliver its accounts.

How to avoid late filing penalties

1. How can I avoid penalties?

Allow enough time to ensure that your accounts reach the Registrar within the period allowed in the Companies Act as applied to limited liability partnerships. First-class post is not guaranteed so if the filing deadline is looming, then please consider guaranteed methods of delivery that will ensure that your accounts arrive on time. Remember: the Registrar will not waive a penalty if your accounts are delayed in the post.

To help you file on time:

• mark your diary or calendar to remind you in good time of the filing deadlines;
• read the filing reminders Companies House send to your registered office;
• if appropriate, instruct your accountants in good time and remind them of the need to prepare and deliver your accounts on time.

2. Can the time allowed for delivering the accounts be extended?

If a limited liability partnership carries on business or has overseas interests, and the financial year begins before 1 January 2005, a 3-month extension to the normal filing period can be claimed by delivering Form LLP244 to Companies House. This form must be delivered before the normal filing deadline and this must be done for every year that the limited liability partnership wishes to claim the extension. It does not automatically apply from one year to the next. (Form LLP244 cannot be used for financial years, which begin on or after 1 January 2005 but an extension to the filing period may still be granted in exceptional circumstances – see below).

If there is a special reason for seeking a filing extension, then in exceptional circumstances the Secretary of State may extend the time for filing (see section 244(5) Companies Act 1985 as applied to limited liability partnerships by regulation 3 of the Limited Liability Partnerships Regulations 2001). You must apply in writing, and Companies House will only consider the application if Companies House receive it before the end of the normal period allowed for filing. Your application must state the additional time needed and the reasons why it should be granted.

3. What if Companies House rejects my accounts as incorrect?

Companies House cannot accept accounts until they meet the requirements of the Legislation. If, for example, a signature is missing, they will be returned for amendment. This may result in a late filing penalty if the corrected accounts are delivered late.

Once a late filing penalty has been imposed

1. How will I know when a penalty is due?

If accounts are delivered late, an invoice is issued automatically to your registered office address.

2. What will happen if the penalty is not paid?

The penalty will be referred to collection agents. If it remains unpaid, legal action may be taken which could result in a County Court judgment or a Sheriff Court decree against your limited liability partnership.

3. What happens if a limited liability partnership is restored to the Register?

Under certain restoration applications, if a limited liability partnership is restored to the Register after being struck off and dissolved, then it is regarded as having continued to exist as though it had never been struck off. Accounts filed on restoration will be subject to late filing penalties.

In determining the level of any penalty, the period during which the limited liability partnership was dissolved is normally disregarded. For example, a set of accounts that should have been delivered 2 months before a limited liability partnership was dissolved are still regarded as 2 months late if they are delivered on restoration - the late filing penalty is still £100.

Late filing penalties are not normally collected for accounts received on restoration that became due while the limited liability partnership was dissolved.

4. Do late filing penalties apply to any other documents?

No. Only to accounts.

5. Are late filing penalties the same as fines imposed on designated members for non-filing?

No. They are entirely different.

• The level of a late filing penalty is set by the Companies Act, as applied to limited liability partnerships, and is payable by the limited liability partnership. Failure to pay a late filing penalty can result in a County Court judgment (or Sheriff Court decree) against the limited liability partnership.
• Failure to file accounts is a criminal offence which can result in designated members being fined personally in the criminal courts. In addition, the Registrar may take steps to strike the limited liability partnership off the public record.

Important: Both a penalty and a fine could be payable for the same set of accounts if they are not filed on time, and then delivered late.

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