Companies House fees and new financial penalties

Companies House fees

Companies House is increasing its existing fees and introducing new fees from 1 May 2024.

The increased fees will help to fund the exercise by Companies House of its enhanced powers of investigation and enforcement introduced by the Act (for further information on the registrar’s new powers, see The role and powers of the registrar.) 

The fee increases are being implemented by the Registrar of Companies (Fees) (Amendment) Regulations 2024 and the Registrar of Companies (Fees) (Register of Overseas Entities) Regulations 2024, both of which come into force on 1 May 2024. 

Some fees have increased significantly. For example, a digital incorporation will now cost £50 (previously £12); a digital same day change of name will be £83 (previously £30); and a digital reduction of share capital via the upload service will be £136 (previously £50). Paper filings will continue to be more expensive than using the digital equivalent. 

Fee increases in relation to overseas entities are particularly notable, with initial registration fees on the Register of Overseas Entities (ROE) increasing from £100 to £234 and fees for applying to remove an entity from the ROE increasing from £400 to £706. 

A full list of updated fees can be found here.

The old Companies House fees will apply to all documents delivered to Companies House on or before 30 April 2024, even if the document is not actually registered until after 1 May. 

Financial penalties

With effect from 2 May 2024, Companies House has the power to impose civil financial penalties for most offences under the Companies Act 2006 (CA 2006). 

This new power was implemented by the Economic Crime and Corporate Transparency Act 2023 (Financial Penalty) Regulations 2024 (the Regulations), which came into force on 2 May.

Under the Regulations, the registrar may impose a financial penalty on a person if satisfied beyond reasonable doubt that the person has committed misconduct amounting to a relevant offence under the CA 2006. Depending on the offence, that penalty can be:

• a fixed penalty – a set amount based on the offence, previous behaviour and other factors;
• a daily rate penalty – a daily penalty for each day that the offence continues; or
• a combination of a fixed penalty and daily rate penalty.

The penalty cannot exceed the maximum fine for the relevant offence and cannot exceed £10,000 for any offence.

Most offences under the CA 2006 are subject to the new financial penalties, but offences under Part 12 (Company secretaries), Part 13 (Resolutions and meetings) and Part 16 (Audit) are specifically excluded. 

The new power to impose a financial penalty is an alternative to commencing criminal proceedings for an offence.

The Regulations set out the processes for the registrar to issue warning notices and penalty notices. On receiving a warning notice from Companies House, a person will have at least 28 days to make representations. If at the end of the 28 days period the registrar is satisfied beyond reasonable doubt that a relevant offence has been committed, a penalty notice may be issued. The penalty notice will set out the amount of the penalty, the period for payment and the rights of appeal. No financial penalty will be imposed if all requirements are complied with within the 28 days period.

Companies House has published guidance on its approach to enforcement and imposing financial penalties (the Guidance). The Guidance confirms that Companies House will calculate financial penalties based on the seriousness of the offence and whether it is the first, second or third offence of the same type. Using the standard scale of fines for summary offences, Companies House considers any:

• Level 3 offence to be minor;
• Level 5 offence to be serious; and
• “either way” and imprisonable offence to be very serious.

As financial penalties are an alternative to prosecution, the penalties are similar to those that a court might impose as fines. Although penalties will increase for repeat offenders, the registrar may consider prosecution instead of a financial penalty where the case warrants it.

The Companies House guidance provides details of the financial penalties that may be imposed for different offences, as follows:

Failure to comply with any requirements explained in the warning notice may result in further penalties (as well as the original penalty.) If a person commits the same serious or very serious offence 3 times in 5 years, Companies House may consider prosecution.

Resources

The Registrar of Companies (Fees) (Amendment) Regulations 2024 (as amended by The Registrar of Companies and Register of Overseas Entities (Fees) (Amendment) Regulations 2024)
The Registrar of Companies (Fees) (Register of Overseas Entities) Regulations 2024 (as amended by The Registrar of Companies and Register of Overseas Entities (Fees) (Amendment) Regulations 2024)
The Economic Crime and Corporate Transparency Act 2023 (Financial Penalty) Regulations 2024
Companies House guidance on its approach to financial penalties (September 2024)