Change from sole trader to limited company
How to incorporate your sole trader business as a limited company. Covers the incorporation process, transferring assets, tax …
How to prepare and file annual accounts for your limited company, including filing deadlines, size thresholds for simplified accounts, audit exemption rules, and late filing penalties under the Companies Act 2006.
You must file annual accounts with Companies House by your deadline. The deadline depends on your company type and whether it's your first year. Late filing results in penalties. Check if your company qualifies for simplified accounts or audit exemption based on its size.
How to incorporate your sole trader business as a limited company. Covers the incorporation process, transferring assets, tax …
Steps to incorporate and register your limited company.
Understanding and paying Corporation Tax.
Rules for choosing a business name, trading name, or company name.
How to verify a person is eligible to be a company director before you appoint them. Covers the …
Every limited company registered in the UK must file annual accounts with Companies House. This is a legal requirement under the Companies Act 2006, regardless of whether your company is trading, dormant, or making a loss.
As a director, you are personally responsible for ensuring accounts are filed on time. Late filing results in automatic penalties, and persistent failure to file can lead to the company being struck off and you being disqualified as a director.
All UK limited companies must file accounts, including:
Sole traders and partnerships do not file accounts with Companies House - they report to HMRC through Self Assessment instead.
This guide applies to limited company directors. If you are a sole trader or partner in an ordinary partnership, you report your business income through Self Assessment to HMRC, not Companies House.
For LLPs, designated members must file LLP accounts with Companies House under similar (but separate) rules.
Your filing deadline depends on whether your company is private or public, and whether it is your first accounting period.
Your company's financial year ends on its accounting reference date (ARD). This is normally the last day of the month in which the anniversary of incorporation falls. For example, if your company was incorporated on 15 March 2024, your ARD is 31 March.
You can change your accounting reference date by notifying Companies House, but you cannot extend your accounting period to more than 18 months, and you can only extend once every 5 years (unless aligning with a parent company or in administration).
Your first accounting period runs from incorporation until your first ARD. This can be up to 18 months. For your first accounts, private companies have 21 months from incorporation to file, while public companies have 18 months.
Example: A private company incorporated on 15 June 2024 with an ARD of 30 June 2025 must file its first accounts by 15 March 2026 (21 months from incorporation).
Your company's size determines what type of accounts you can file and whether you need an audit. Size is determined by meeting 2 of 3 threshold criteria for 2 consecutive years.
If your company qualifies as a micro-entity (turnover up to £1 million, balance sheet up to £500,000, up to 10 employees - meeting 2 of 3), you can file simplified micro-entity accounts containing only a basic balance sheet with limited notes.
Micro-entities do not need to file a profit and loss account or directors' report with Companies House (though you must still prepare them for members). You are also exempt from audit unless your members request one.
If your company qualifies as small (turnover up to £15 million, balance sheet up to £7.5 million, up to 50 employees - meeting 2 of 3), you can file abbreviated accounts containing an abridged balance sheet without a profit and loss statement.
Small companies are exempt from statutory audit, unless they are public companies, part of a group requiring audit, or regulated (banking, insurance, financial services).
Important - April 2027 change: From 1 April 2027, small companies will be required to file profit and loss accounts and directors' reports. The option to file abridged accounts without these will be removed.
If your company exceeds the small company thresholds, you must file full accounts including balance sheet, profit and loss account, notes, directors' report, and (for large companies) a strategic report.
Medium and large companies must have a statutory audit by a registered auditor. The auditor's report must be filed with the accounts.
Large companies (turnover over £54 million or balance sheet over £27 million) have additional reporting requirements including a section 172 statement on stakeholder considerations.
Most small companies are exempt from the requirement to have their accounts audited. To claim the exemption, you must include specific statements on the balance sheet.
Even if your company is small, you cannot claim audit exemption if it is:
Even if your company qualifies for audit exemption, members (shareholders) holding at least 10% of issued share capital can require an audit. They must make this request at least one month before the end of the financial year.
To claim audit exemption, you must include statements on the balance sheet confirming:
A company is dormant if it has had no significant accounting transactions during the period. Dormant companies still need to file accounts, but can use simplified dormant company accounts.
Transactions that do not count (you can ignore these and still be dormant):
If you have any other transactions - including bank interest, rent payments, or trading income - your company is not dormant and must file trading accounts.
Dormant companies that have never traded can file accounts using Companies House WebFiling for free. If your company has previously traded, you will need to use software filing or the Company Accounts and Tax Online (CATO) service.
If you file your accounts late, Companies House will automatically impose a civil penalty. These penalties are fixed amounts that increase the later you file.
Public companies (PLCs) face higher late filing penalties:
Penalties double if you file late two years in succession.
Beyond the financial penalty, persistent failure to file accounts has serious consequences:
Late filing penalties are not tax-deductible - your company cannot claim them as a business expense.
There are several ways to file your accounts with Companies House:
Companies House's free online service. Suitable for micro-entities and small companies filing simplified accounts. You will need your company authentication code (sent by post when you set up a Companies House account).
Most accounting software can generate accounts in the correct format (iXBRL from April 2027) and file directly with Companies House. This is the most efficient option for companies using accounting software.
Your accountant can prepare and file accounts on your behalf. They can also advise on which exemptions you qualify for and ensure your accounts meet legal requirements.
From April 2027: All accounts must be filed in iXBRL (inline eXtensible Business Reporting Language) format. PDF filing will no longer be accepted. Most accounting software will generate iXBRL automatically.
Find your accounting reference date and calculate your deadline (9 months for private companies, 6 months for PLCs). Set calendar reminders well in advance.
Check if you meet 2 of 3 thresholds for micro-entity or small company status. This affects what accounts you must file and whether you need an audit.
Use accounting software, prepare accounts manually, or instruct an accountant. Ensure accounts comply with UK GAAP or IFRS accounting standards.
If claiming audit exemption, include the required balance sheet statements. Ensure director's signature appears on the balance sheet.
Submit via WebFiling, software, or through your accountant. Keep confirmation of submission.
Your Company Tax Return (CT600) must be filed within 12 months of your accounting period end. The accounts filed with HMRC can be the same as those filed with Companies House, but may include additional detail.