COM100010 - Penalties: late delivery of returns: companies act extension

This subject is presented as follows

Time allowed for filing returns

No flat-rate (Word 32KB) penalty is chargeable under Para 17(1) Schedule 18 FA 1998 for a CTSA return period, or S94(1) TMA 1970 for a CT Pay and File return period, when a company registered under the Companies Acts

• Has a return period (Word 28KB) that coincides with a period for which the company is required to deliver accounts to the Registrar of Companies

And

• The delivery date for the accounts to the Registrar is later than the filing date (Word 42KB) for the company’s tax return

And

• The company delivers its return by the later date

This relaxation is provided by

• Para 19 Schedule 18 FA 1998 for CTSA return periods

And

• S94(3) TMA 1970 for CT Pay and File return periods

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Normal time allowed for filing under the Companies Act

Under S242 Companies Act 1985

• A private company must usually submit a copy of its accounts and reports to the Registrar within ten months of the end of its AP
• A public company has seven months

However, a company that carries on business or has interests outside the UK

• Can claim an extension of three months to the period allowed for delivering accounts for APs starting before 1st January 2005

Note: The three month Companies House filing date extension for companies with overseas interests was abolished for APs starting on or after 1st January 2005. Nevertheless, there are other circumstances where the Companies Act allows further time to deliver accounts. For example, where a company’s first accounting reference period is longer than 12 months or it changes its accounting reference period.

S702 Companies Act 1985 automatically allows

• 13 months for filing to any overseas company

The Secretary of State also has power to extend the period for delivering accounts by such further period as he, or she, thinks fit.

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Companies incorporated outside Great Britain

Most companies incorporated in Great Britain are either formed or registered under the Companies Act 1985.

In addition, companies incorporated outside Great Britain which have established a place of business here must register in Great Britain. The provisions of Para 19 Schedule 18 FA 1998 and S94(3) TMA 1970 as appropriate, apply to all companies which appear on either

• The Great Britain register

Or

• The overseas register and have to deliver accounts to the Registrar in Great Britain

If a company is registered outside the UK or Gibraltar, the Companies Act permits it to file its accounts with the Registrar not later than three months from the date those accounts had to be lodged with the equivalent authority under the parent company's domestic law

• S699A and Schedule 21C of the Companies Act 1985

• For a credit or financial institution

Or

• S699AA and Schedule 21D of the Companies Act 1985

• For others

Para 19 Schedule 18 FA 1998 and S94(3) TMA 1970 apply, as appropriate, to these cases.

Note: Companies incorporated in Northern Ireland are subject to parallel legislation in the Companies (Northern Ireland) Order 1986. Para 19 Schedule 18 FA 1998 and S94(4) TMA 1970 apply the appropriate provisions to companies registered in Northern Ireland.

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Penalties

When Para 19 Schedule 18 FA 1998 or S94(3) TMA 1970 applies, the company is not liable to a flat-rate penalty if it delivers its return by the permitted later date. See Example 1 (Word 29KB).

If a company fails to deliver its return by the later date, it becomes liable to a flat-rate penalty under the appropriate legislation for the return period concerned. See Example 2 (Word 29KB).

If the Secretary of State has granted an extension, but Para 19 Schedule 18 FA 1998 or S94(3) TMA 1970 does not apply, solely because the period of account and the return period do not exactly coincide, you should

• Regard the company as having a reasonable excuse, up to the final day of the extension period

Note: This provision does not affect any liability the company may have to tax-related (Word 30KB) penalties.

When the Secretary of State grants an extension to a date beyond that on which a tax-related penalty is incurred, it is likely that the reason for the extension will amount to a reasonable excuse. If, exceptionally, there seems to be no reasonable excuse, you should

• Refer the case to RP CCP (Stockport) before charging a tax-related penalty in these circumstances

You use Function RDAC (Record Filing Date Adjustment) to enter a deferred filing date on the company’s COTAX record. For further information see subject ‘Deferred Filing Dates’ (COM100030).

For a list of forms relevant to this subject, see COM100011.

For a list of functions to use in particular situations, see COM100012.

For legislation applying to this subject, see COM100013.