Annual Compliance Checklist for UK Limited Companies: Every Filing Obligation in One Place

Every year, roughly 400,000 UK limited companies receive late filing penalties from Companies House. Thousands more are struck off the register entirely — not because the directors intended to break the rules, but because they simply lost track of what needed filing and when. A limited company is not a set-and-forget structure. From the day of incorporation, it accumulates a rolling set of legal obligations that repeat on annual, quarterly, and event-driven cycles across both Companies House and HMRC.

The problem is that no single government website lists every obligation in one place. Companies House handles the statutory filings. HMRC handles Corporation Tax, VAT, and PAYE. Your Articles of Association create internal governance obligations that neither regulator tracks for you. And since the Economic Crime and Corporate Transparency Act (ECCTA) came into force on 18 November 2025, identity verification has added another layer to the compliance picture.

This guide consolidates every recurring obligation a UK private limited company faces into a single, actionable checklist — with exact deadlines, current fees, penalties for missing them, and the forms you need to file. Bookmark it, revisit it quarterly, and stop discovering compliance gaps the hard way.

The annual compliance calendar at a glance

A UK limited company's compliance obligations fall into three categories: Companies House filings, HMRC returns and payments, and internal governance duties required by the Companies Act 2006. Here is the complete list, broken down by frequency.

Every 12 months — Companies House

• Confirmation statement — due every 12 months from incorporation (or from the last statement), with a 14-day filing window after the review period ends. Online fee: £50. Paper: £110.
• Annual accounts — due 9 months after the accounting reference date (ARD). First accounts are due 21 months from the date of incorporation.

Every 12 months — HMRC

• CT600 (Corporation Tax return) — due 12 months after the end of the accounting period.
• Corporation Tax payment — due 9 months and 1 day after the end of the accounting period.
• Employer annual return (P60s, P11Ds) — if you run PAYE, P60s are due by 31 May; P11D filings are due by 6 July following the tax year end.

Quarterly or monthly — HMRC (if applicable)

• VAT returns — if VAT-registered, typically every 3 months. Payment due 1 month and 7 days after the VAT period end (for online payments).
• PAYE submissions — Real Time Information (RTI) submissions due on or before each payday. Quarterly PAYE payments due by the 22nd of the month following the quarter end (for electronic payment).

Event-driven — as changes happen

• Director appointments/resignations — AP01 or TM01 filed within 14 days (Companies Act 2006, s. 167).
• PSC changes — notified to Companies House within 14 days of the company becoming aware of the change.
• Change of registered office — form AD01, effective on registration.
• Allotment or transfer of shares — SH01 (return of allotment) within one month; share transfers update the register of members and are reflected in the next confirmation statement.
• Change of company name — special resolution filed with Companies House via NM01.

Confirmation statement: the filing founders forget

The confirmation statement replaced the old annual return in 2016, but its deceptive simplicity is exactly what makes founders miss it. It is not a form you fill with new information — it is a declaration that the information Companies House already holds about your company is accurate and complete. If everything is up to date, you are effectively saying "nothing has changed, and I confirm that."

That simplicity creates a psychological trap: founders assume that because nothing changed, nothing needs filing. That is wrong. A confirmation statement must be filed even if absolutely nothing has changed — "nothing changed" is itself the confirmation. Miss it, and Companies House starts the process of striking your company off the register.

Deadlines and fees

The confirmation statement review period runs for 12 months from either the date of incorporation or the date to which your last confirmation statement was made up. You then have a 14-day filing window after the review period ends to deliver the statement to Companies House.

• Online filing fee: £50 (increased from £34 post-ECCTA)
• Paper filing fee: £110

What happens if you miss it

Missing the confirmation statement does not trigger an automatic fine — unlike late accounts, there is no fixed penalty regime. Instead, Companies House treats a missing confirmation statement as evidence that the company is no longer carrying on business or in operation. They will begin the strike-off process, which involves publishing a notice in the Gazette and, if no objection is received, dissolving the company.

Restoring a struck-off company is expensive, slow, and stressful. The process can take several weeks or longer, and costs hundreds of pounds in administrative fees — plus any outstanding filings and penalties that have accumulated while the company was off the register. For a detailed breakdown, read our guide on what happens when your company is struck off.

Filing HQ's confirmation statement service prepares, reviews, and files your statement on time — and reminds you before the deadline arrives.

Annual accounts: the biggest penalty risk

Your annual accounts are the single most penalty-exposed filing obligation. Companies House imposes automatic, escalating late filing penalties that start on day one after the deadline and increase the longer you wait.

Deadlines

• First accounts: due within 21 months of the date of incorporation.
• Subsequent accounts: due within 9 months after the accounting reference date (ARD).

Note: the accounting reference date is typically the last day of the month in which you incorporated. A company incorporated on 15 March has an ARD of 31 March. The first accounting period runs from incorporation to the first ARD — which can be anything from 6 to 18 months depending on when in the year you incorporated.

Late filing penalties for private companies

• Up to 1 month late: £150
• 1 to 3 months late: £375
• 3 to 6 months late: £750
• More than 6 months late: £1,500

These penalties are automatic — Companies House does not send a warning before issuing them. If you file late in two consecutive years, the penalty doubles. And these are on top of any HMRC penalties for late Corporation Tax returns.

For a more detailed walkthrough of how accounts deadlines work — including how to calculate your ARD and what constitutes a "small company" eligible for simplified accounts — read our annual accounts deadlines and penalties guide.

Corporation Tax: the HMRC side of annual compliance

Corporation Tax catches founders out because its deadlines run on a different clock to annual accounts, and the obligation to register is triggered by business activity, not by incorporation.

When to register

You must register for Corporation Tax within 3 months of starting business activity. "Business activity" includes invoicing clients, signing commercial contracts, advertising your services, renting property, employing staff, or earning interest on company funds. Simply incorporating a company does not, by itself, trigger the Corporation Tax registration deadline — but the moment you start doing anything commercial, the clock starts.

For a step-by-step guide to the registration process itself, see our Corporation Tax registration guide.

Annual filing and payment deadlines

• CT600 return: due 12 months after the end of the accounting period.
• Corporation Tax payment: due 9 months and 1 day after the end of the accounting period.

This means the payment deadline arrives before the filing deadline — a quirk that trips up founders who assume filing comes first. You can (and should) pay Corporation Tax before you file the CT600.

Penalties for late Corporation Tax returns

HMRC's penalty regime for late CT600 returns is separate from Companies House penalties for late accounts. A CT600 filed one day late incurs a £100 flat penalty. If still outstanding after 3 months, another £100 is added. After 6 months, HMRC estimates the tax due and charges 10% of the unpaid tax. After 12 months, a further 10% is charged. Late filing in three consecutive periods escalates the initial penalties to £500 each.

VAT: only if you hit the threshold

VAT registration is not triggered by incorporation. You must register only if your taxable turnover exceeds £90,000 in any rolling 12-month period, or you expect to exceed it in the next 30 days. Below the threshold, you may register voluntarily — which can be worthwhile if you sell primarily to VAT-registered businesses and want to reclaim input VAT.

Once registered, you must file VAT returns (typically quarterly) and pay any VAT due by the deadline shown on each return — usually 1 month and 7 days after the end of the VAT period for online payments. Late filing and late payment both attract penalties under HMRC's points-based regime. For more on whether and when to register, see our VAT registration guide.

PAYE: only if you pay salaries

A common misconception is that every limited company must register for PAYE. In reality, PAYE is only required if you pay salaries — whether to employees or to a director drawing a regular wage. Paying dividends alone does not trigger a PAYE obligation. Incorporation alone does not trigger it either.

If you do pay salaries, you must register for PAYE before the first payday — ideally at least two weeks in advance to ensure HMRC processes the registration in time. Once registered, you submit Real Time Information (RTI) reports on or before each payday, and pay PAYE liabilities monthly or quarterly depending on your scheme size.

Identity verification: the post-ECCTA obligation

Since 18 November 2025, every director and person with significant control (PSC) must have their identity verified with Companies House. This is a one-off requirement per person — once verified, you do not need to repeat it for each new appointment or each annual filing.

There are two lawful routes to verify your identity:

1. GOV.UK One Login — free, direct verification through the government's identity platform.
2. Authorised Corporate Service Provider (ACSP) — a regulated intermediary (such as Filing HQ) who verifies your identity on your behalf and submits the verification to Companies House.

If you appoint a new director or a new PSC is identified, that person must complete identity verification before — or very shortly after — the appointment is filed. An AP01 filed for an unverified person will not be rejected outright, but the person's verified status will show as incomplete on the public register, and Companies House has enforcement powers under ECCTA to follow up.

For a full walkthrough of the verification process and what documents you need, see our identity verification explainer and our PSC verification requirements guide.

Statutory registers: the obligation nobody audits until it's too late

The Companies Act 2006 requires every company to maintain a set of statutory registers. These are the company's own legal records — the public Companies House register is a secondary record derived from the information you file, but the statutory registers are the primary, authoritative source.

Required registers

• Register of members (shareholders) — names, addresses, shareholdings, dates of acquisition and cessation.
• Register of directors — full details of every current and former director.
• Register of directors' residential addresses — a private register, not available for public inspection.
• Register of secretaries — if a company secretary is appointed. Private limited companies are not required to appoint a company secretary (since CA 2006), but if one is appointed, the register must be maintained.
• PSC register — People with Significant Control, including anyone who holds more than 25% of shares or voting rights, can appoint or remove a majority of the board, or otherwise exercises significant influence or control.
• Register of charges — any security interests granted over company assets.

Beyond registers, accounting records must be retained for at least 6 years from the end of the accounting period they relate to. Board minutes, shareholder resolutions, and contracts entered into by the company should also be maintained and stored securely.

Most founders neglect these registers because nobody checks — until a due diligence process, a share sale, or an investor round exposes gaps. Reconstructing missing records after the fact is expensive and sometimes impossible. For a deeper look at what each register must contain and how to set them up, read our statutory registers guide.

SIC codes: keep them accurate

Your Standard Industrial Classification (SIC) codes describe the nature of your company's business activities. You select them at incorporation, and they appear on the public register. But businesses evolve — a company that started as a software consultancy may now manufacture hardware, or a retail business may have moved entirely online.

Companies House has recently emphasised the importance of keeping SIC codes accurate and reflective of your actual business activities. Inaccurate SIC codes can affect how your company appears in industry searches, impact statistical data, and in some cases influence regulatory expectations. You can update your SIC codes as part of your annual confirmation statement — it is one of the fields you review and confirm during that process.

For a complete guide to choosing the right codes, see our SIC codes guide.

Common compliance mistakes — and how to avoid them

After helping thousands of founders through their first few years of running a limited company, these are the compliance mistakes we see most often:

1. Assuming "not trading" means "no obligations"

A company that is incorporated but not yet trading still has obligations. The confirmation statement must be filed every 12 months regardless of trading status. Annual accounts (even dormant accounts) must be delivered to Companies House. The only obligation that is genuinely deferred until trading begins is Corporation Tax registration. If you formed a company to reserve the name but have not started business activity, you are still on the hook for Companies House filings. Read our dormant company checklist for what applies in this scenario.

2. Confusing Companies House and HMRC deadlines

Annual accounts (Companies House) and the CT600 (HMRC) are not the same thing, and they have different deadlines. Accounts are due 9 months after the ARD. The CT600 is due 12 months after the end of the accounting period. Corporation Tax payment is due 9 months and 1 day after the period end — which arrives before the CT600 filing deadline. Many founders file the CT600 on time but forget the payment, or vice versa. These are separate obligations with separate penalty regimes.

3. Not filing the confirmation statement because "nothing changed"

As explained above, the confirmation statement must be filed even if nothing has changed. "Nothing changed" is the confirmation. Missing it leads to the strike-off process — not a fine, but potentially something far worse: losing your company altogether.

4. Failing to update event-driven filings within 14 days

Director appointments (AP01), resignations (TM01), and PSC changes must be notified to Companies House within 14 days. Many founders make the change internally but delay the filing — sometimes for months. Late notification is a breach of the Companies Act 2006, and while penalties are not always enforced for minor delays, a pattern of late filing draws scrutiny and can complicate due diligence, bank applications, and funding rounds.

5. Ignoring statutory registers

The Companies House register is not the legal record of your company — your statutory registers are. Most founders never create them until an investor's lawyer asks to see them during a funding round or acquisition. At that point, reconstructing years of missing register entries becomes an urgent, expensive project that can delay or even derail a deal.

6. Using a home address as the registered office without understanding the consequences

Your registered office address appears on the public Companies House register, on all official correspondence, and historically on every filing. Using your home address means your personal address is permanently visible in the company's filing history — even if you change it later. For a full explanation of the risks, see our registered office risks guide, and consider a dedicated registered office address from day one.

The quarterly compliance review: a practical habit

Rather than scrambling at deadline time, build a quarterly review habit. Every three months, spend 30 minutes checking the following:

1. Check your Companies House filing history. Log in to the Companies House register and confirm all filings are up to date. Look at the "Next accounts due" and "Next confirmation statement due" dates.
2. Verify your HMRC position. Check your Government Gateway account for any outstanding Corporation Tax returns, VAT returns, or PAYE submissions. Confirm no penalties have been issued.
3. Review your statutory registers. Has anything changed — a new shareholder, a director resignation, a change of address — that needs recording? Are your registers current?
4. Confirm identity verification status. Are all current directors and PSCs verified? If you have appointed anyone new, has their verification been completed?
5. Check your registered office. Is post being received and monitored? Has anything arrived from Companies House or HMRC that needs action?
6. Review your SIC codes. Have your business activities changed materially? If so, update the codes at your next confirmation statement.

This 30-minute quarterly review catches problems before they become penalties. It is the single most effective compliance habit a founder can adopt.

Director duties: the legal backbone of compliance

Every compliance obligation ultimately sits on the shoulders of the company's directors. The Companies Act 2006, sections 171–177, codifies seven general duties that every director owes to the company:

1. Act within powers (s. 171) — exercise powers only for the purposes for which they were conferred.
2. Promote the success of the company (s. 172) — act in good faith in the interests of the company's members as a whole.
3. Exercise independent judgement (s. 173).
4. Exercise reasonable care, skill, and diligence (s. 174).
5. Avoid conflicts of interest (s. 175).
6. Not accept benefits from third parties (s. 176).
7. Declare interest in proposed transactions (s. 177).

Ensuring the company meets its filing obligations falls squarely under s. 174 (reasonable care, skill, and diligence). A director who lets deadlines pass without action is in breach of this duty. In insolvency, directors face personal liability for wrongful trading (Insolvency Act 1986, s. 214) and fraudulent trading (s. 213) if they allowed the company to continue trading while knowing — or being in a position where they should have known — that there was no reasonable prospect of avoiding insolvent liquidation.

For a deep dive into these duties, the personal risks they carry, and how to protect yourself, see our director duties and personal liability guide.

What a business bank account does (and does not) require

A business bank account is not legally required for a UK limited company. There is no statute that mandates one. However, it is practically essential: maintaining a clear separation between personal and company funds strengthens limited liability protection, simplifies bookkeeping, and is required by most lenders, investors, and payment processors. HMRC also expects clear financial records, and mixing personal and business transactions in a single account makes this significantly harder.

For practical guidance on opening one — including what documents banks typically ask for and how to avoid common rejection reasons — read our business bank account guide.

Frequently asked questions

What is the most common reason UK limited companies are struck off?

The most common reason is failure to file the confirmation statement. Companies House treats a missing confirmation statement as evidence that the company is no longer in operation and begins involuntary strike-off proceedings. Late accounts can also lead to strike-off if combined with other compliance failures, but the confirmation statement is the single biggest trigger.

Do I need to file annual accounts if my company is dormant?

Yes. A dormant company must still file annual accounts with Companies House — but it can file simplified dormant company accounts, which are significantly shorter than full accounts. A dormant company must also file its confirmation statement every 12 months. The only obligation that may be suspended is the CT600 if the company is also dormant for HMRC Corporation Tax purposes.

Does my UK limited company need a company secretary?

No. Private limited companies have not been required to appoint a company secretary since the Companies Act 2006 came into force. You may appoint one voluntarily — many companies do, especially as they grow — but there is no legal obligation for a private Ltd. Public limited companies (PLCs) must have a qualified company secretary. For more detail, see our company secretary guide.

How often do I need to verify my identity with Companies House?

Identity verification is a one-off requirement per person. Once you have verified your identity — either through GOV.UK One Login or through an Authorised Corporate Service Provider — you do not need to repeat it for subsequent appointments or annual filings. The verification is linked to the individual, not to a specific company or role.

What happens if I file my Corporation Tax return late but pay the tax on time?

You will still face late filing penalties from HMRC. The CT600 filing deadline and the Corporation Tax payment deadline are separate obligations with separate penalties. Paying on time avoids interest and late payment penalties, but does not excuse a late return — HMRC will charge a £100 flat penalty for a return filed even one day late, rising to further penalties at 3, 6, and 12 months.

Can I change my accounting reference date to make deadlines easier to manage?

Yes. You can apply to Companies House to change your ARD by filing form AA01. You can shorten an accounting period as many times as you like, but you can only extend it once every five years (unless the company is in administration or Companies House grants special permission). Changing the ARD changes the deadline for both annual accounts and Corporation Tax returns.