Overview
Companies House is increasing its existing fees and introducing new fees from 1 May 2024. The new fees will help to fund the exercise by Companies House of its enhanced powers of investigation and enforcement introduced by the Act.
In addition, new regulations will give Companies House the ability to impose a civil financial penalty on a person if satisfied that a relevant offence has been committed under the Companies Act 2006. The regulations come into force on 02 May 2024.
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.)Â
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.Â
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.Â
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.Â
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.Â
Financial penalties
With effect from 2 May 2024, Companies House will have the power to impose civil financial penalties for most offences under the Companies Act 2006 (CA 2006).Â
This new power is being implemented by the Economic Crime and Corporate Transparency Act 2023 (Financial Penalty) Regulations 2024 (the Regulations), which come 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. 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 will be 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.Â
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.
The new power to impose a financial penalty is an alternative to commencing criminal proceedings for an offence.
Companies House has confirmed that it will publish guidance on its approach to enforcement and imposing financial penalties.
Practical steps
Before the new Regulations come into force, the only civil penalty regime operated by Companies House is the late filing penalty regime, where a company automatically incurs a penalty for failing to file its accounts on time. This regime will remain unaffected by the Regulations.
Â
The registrar has also historically taken a fairly light approach to other offences under the CA 2006, such as the late filing of a form or a failure to maintain a required record. The increased fees and new financial penalties signal that a stricter approach is coming. Companies should prepare now by bringing all records up to date (both internal records and those at Companies House) and ensuring that they have appropriate procedures in place to ensure timely compliance in the future.
Resources
The Registrar of Companies (Fees) (Amendment) Regulations 2024Â (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 2024Â (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
