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What this means for your business

30 obligations

35 penalties

5 can imprison

2 guides

Enforced by: Companies House
Applies to: United Kingdom
On this page: 30 compliance obligations, 2 practical guides

Read full text on legislation.gov.uk

What you must do

30 compliance obligations under this legislation — 5 can result in imprisonment.

Offences and prohibitions 29

If a person who is subject to director‑disqualification sanctions (for example because they appear on a sanctions list) acts as a director, or takes part in forming or managing a company, they commit a criminal offence. The offence also applies to the company itself if the breach occurs with the consent, connivance or neglect of a director or similar officer. On conviction the person (and the company) can face an unlimited fine and up to two years’ imprisonment.

Director/Officer s.36 Companies House

If you are a person who has been disqualified from acting as a company director under UK sanctions legislation and you nevertheless serve as a director, or take part in setting up or managing a company, you commit a criminal offence (unless you have a licence or other statutory exemption). Conviction can lead to a fine and/or imprisonment, and you may also be personally liable for the company’s debts incurred during the breach.

Director/Officer s.38 Companies House

A person must not act as a director unless their identity has been verified, and a company must ensure this verification takes place. If a director acts or a company allows a director to act without the required ID check, the individual, the company and any officer (including shadow directors) can be prosecuted. On conviction the offence is tried in the magistrates' court and carries a fine – unlimited in England and Wales and up to level 5 on the standard scale in Scotland or Northern Ireland, with daily default fines for ongoing breaches.

Director/Officer s.43 Companies House

If a senior manager of your company or partnership commits a listed economic offence (or tries, conspires, assists or incites one) while acting within the scope of their authority, the organisation itself can be found guilty. The liability only applies where the offence has a UK element, or the organisation would have been guilty if the conduct had taken place in the UK. Any conviction brings the same penalties that apply to the underlying offence, which can include unlimited fines and imprisonment.

Any Person s.196 Companies House

If your company uses or shares a director’s residential address in breach of the protected‑information rules, the company and any officer who is responsible become liable for an offence. On summary conviction the penalty is an unlimited fine (with additional daily fines for any ongoing breach).

Director/Officer s.95 Companies House

If your company (or any of its officers) uses or reveals individual membership information that a regulator has specifically restricted, you commit a criminal offence. On conviction you face an unlimited fine (the court can impose any amount) and, in Scotland or Northern Ireland, additional daily fines for ongoing breaches. The case is dealt with in the magistrates' court.

Director/Officer s.48 Companies House

If the Secretary of State tells your company to change its name because the name is being used for criminal purposes, you must do so within the period specified (at least 28 days). If the company, or any officer who is in default, does not comply, both the company and the officer commit a criminal offence. On conviction you face a fine of up to £1,000 (level 3) and, for ongoing breach, a daily fine of up to £100.

Director/Officer s.17 Companies House

If the Secretary of State (acting through Companies House) orders your company to change its registered name because the name was wrongly registered, you must do so within the period specified (at least 28 days). Failing to change the name means the company and any officer who is in default commit a criminal offence. On conviction you face a fine of up to £1,000 and, if the breach continues, a daily default fine of up to £100 per day.

Director/Officer s.18 Companies House

If your company uses or discloses People with Significant Control (PSC) information in breach of a restriction set by a regulation made under the Economic Crime and Corporate Transparency Act, the company and any officer who is in default commit a criminal offence. Conviction results in an unlimited fine, tried in the Magistrates' Court. The offence also applies in Scotland and Northern Ireland with the same unlimited fine regime.

Director/Officer s.96 Companies House

If your company does not maintain its registered office at an address that meets the statutory definition of an “appropriate address”, you and any officer who is responsible for the breach commit a criminal offence. On summary conviction you face an unlimited fine (and a daily default fine if the breach continues).

Director/Officer s.28 Companies House

A company must keep its registered email address up‑to‑date and ensure it is an appropriate address where communications from Companies House will be seen. If the company does not do this and has no reasonable excuse, the company and any officer who is responsible commit a criminal offence. On summary conviction in the Magistrates' Court the penalty is an unlimited fine (in Scotland/Northern Ireland a fine up to level 5 and possible daily default fines).

Director/Officer s.29 Companies House

If your company is an authorised corporate service provider and you change the Money‑Laundering supervisory authority you work with, you must tell Companies House within 14 days. Not doing so – without a reasonable excuse – is a criminal offence. On conviction you face an unlimited fine (summary only). If the breach is by a firm, every officer who is in default also commits the offence.

Director/Officer s.66 Companies House

If your company does not give Companies House the required notice when a director is appointed, removed or when any of the director’s required information changes, you commit a criminal offence. The offence applies to the company itself and to any officer who is in default, including shadow directors. A conviction results in an unlimited fine (summary conviction) and, in Scotland and Northern Ireland, a daily default fine for continued breach; no prison term is provided.

Director/Officer Schedule 2 Companies House

If you are a general partner (or, where there are no general partners, a limited partner) of a limited partnership that is dissolved, you must inform Companies House within 14 days of becoming aware of the dissolution. Failing to do so makes you and any responsible managing officers guilty of an offence. On summary conviction you face an unlimited fine (and a daily default fine for any continued breach), but no imprisonment.

Any Person s.140 Companies House

If you become a director of a company after it has been incorporated and you do not give the required notice to Companies House within the time limit, you commit a criminal offence. The offence also applies to any officer of a firm where the firm breaches the rule. On conviction you face an unlimited fine on summary conviction (Magistrates' Court); there is no custodial sentence.

Director/Officer s.44 Companies House

If you are a general partner of a limited partnership (or a managing officer of a corporate partner) and you become aware that a petition, sequestration or related debt‑arrangement application is pending, you must inform the court handling the winding‑up. Failing to do so is a criminal offence. On conviction you face an unlimited fine (in England and Wales) or a level‑5 fine (in Scotland and Northern Ireland) with additional daily fines for continued breach, but no jail term.

Director/Officer s.134 Companies House

If a large company or partnership (a “relevant body”) does not have reasonable procedures in place to stop people who work for it, its agents or subsidiaries from committing fraud that benefits the business or its service recipients, the body itself can be prosecuted. The defence is only available if the body can show it had appropriate prevention procedures, or that it was unreasonable to expect any procedures. Conviction leads to a fine.

Any Person s.199 Companies House

If a limited partnership’s general partner does not prepare and send the accounts (and any required auditor’s report and evidence) that HMRC has demanded, they commit a criminal offence. Each defaulting general partner – and, where the partner is a company, its managing officers – can be prosecuted. On conviction the penalty can be up to two years’ imprisonment, an unlimited fine, or both; the case may be tried in either a magistrates’ court or Crown Court.

Director/Officer s.128 Companies House

If Companies House (the registrar) sends you a written notice asking for information and you do not supply it without a reasonable excuse, you commit a criminal offence. The offence also extends to every officer of a firm that fails to comply. On conviction you can be sentenced to up to two years’ imprisonment and face an unlimited fine, or both, with the same penalties applying in summary proceedings (magistrates’ courts) subject to the local limits.

Any Person s.83 Companies House

If a person who is (or was) a member of a company does not give the company the required information about themselves, or does not respond to a notice asking for it, they commit an offence. On conviction you can be sentenced to up to two years in prison, an unlimited fine, or both.

Any Person s.46 Companies House

If a limited partnership has a general partner who is disqualified under the directors’ disqualification legislation, the other general partners must take steps to ensure that disqualified person ceases to be a general partner. Failing to do so – i.e., authorising, permitting, participating in or not preventing the disqualified partner’s continued role – creates a criminal offence. On conviction the offender faces an unlimited fine (summary conviction) and, in Scotland or Northern Ireland, a daily default fine for any ongoing breach.

Any Person s.118 Companies House

If you file a document or give a statement to Companies House that is misleading, false or deceptive in a material way and you have no reasonable excuse, you commit an offence. The offence can be committed by the individual or, if it’s a company, by any officer who is in default. On conviction in a magistrates’ court you face an unlimited fine but no prison sentence.

Any Person s.172 Companies House

If you deliver a document or make a statement to Companies House that is misleading, false or deceptive in any material detail, without a reasonable excuse, you commit an offence. The offence also applies to any managing officer of a company who authorises, participates in or fails to prevent the false filing. On conviction in the magistrates’ court you face an unlimited fine but no prison term.

Any Person s.146 Companies House

If you deliver a document or make a statement to Companies House that is false, misleading or deceptive in a material way, and you have no reasonable excuse, you commit a criminal offence. The same applies to any officer of a firm who is in default. Conviction in the magistrates’ court results in an unlimited fine.

Any Person s.102 Companies House

If you, or an officer of your firm, deliver a document or make a statement to Companies House that is false, misleading or deceptive in any material way, and you have no reasonable excuse, you commit a criminal offence. Conviction is dealt with in a magistrates’ court and can result in an unlimited fine.

Any Person s.212 Companies House

If a company has been officially told (by a relevant direction or a court order) to change its name and it continues to trade in the UK under the old name, the company and any officer who is in default commit a criminal offence (unless one of the limited exceptions applies). On conviction in the magistrates’ court the guilty party faces a fine of up to £1,000 and, for each day the breach continues, a daily default fine of up to one‑tenth of that amount.

Director/Officer s.25 Companies House

You must not run a business in the UK under a name that could make people think you are linked to a foreign government or an international organisation made up of several countries. If you do so, you commit a criminal offence. On conviction in the Magistrates' Court you face a fine of up to £1,000 (plus a daily fine for ongoing breaches).

Any Person s.23 Companies House

If your company (or any of its officers) carries on business in the UK under a name that another company has been ordered or directed to change, and there is a person who has or had a relevant relationship with both firms, you are committing an offence. The company and any officer who fails to stop the use can be fined up to £1,000, with additional daily default fines if the breach continues.

Director/Officer s.26 Companies House

If a limited or general partner uses or shares a partner’s protected residential address or date of birth information without the proper exception or the individual's consent, the partner (and any managing officer of a corporate partner who is in default) commits a criminal offence. On summary conviction the offender faces an unlimited fine in England and Wales, or a fine up to level 5 (unlimited) plus a daily default fine in Scotland or Northern Ireland. No imprisonment is provided for this breach.

Any Person s.139 Companies House

Reporting and filing 1

If your business is a registered overseas entity and the people who benefit from a trust you control change, you must tell Companies House about those changes. The information has to be submitted under the Economic Crime and Corporate Transparency Act 2023, unless you have already reported it under the 2022 Act during the three‑month transition period.

Director/Officer s.163 Companies House When a beneficiary of a trust linked to your registered overseas entity …