Companies House & compliance

That Letter From Companies House, Explained

Quick summary

Companies House letters fall into four rough groups: routine reminders, late filing penalty notices for accounts, proposals to strike the company off, and confirmation that something has been done. Only two of them are genuinely urgent, but one of those, a proposal to strike off, can dissolve the company that owns your building within about two months if nobody responds.

The letters are grey, the typeface is austere, and the tone is somewhere between a utility bill and a summons. Which makes it genuinely hard to tell whether the one on the mat is routine housekeeping or the last warning before your building's freeholder ceases to exist.

Here is how to tell them apart in about ten seconds.

The routine ones

A reminder that a filing is due. Confirmation statement or accounts. Not urgent in itself, but it is a date, and dates in freehold companies have a habit of being everyone's job and nobody's. File it and it goes away. If you are unsure what the confirmation statement even covers, start with the checklist.

Confirmation something was filed. Filing receipts, acceptance notices. Keep them with the company's records, no action needed.

A notice about identity verification or personal codes. Since ECCTA, directors verify individually. Not an emergency, but it will block a filing later if ignored: see what ECCTA means for share of freehold directors.

The one that costs money

A late filing penalty notice. These are for accounts, not confirmation statements, and they are automatic. The penalty scales with how late the accounts are, and it doubles if the accounts were also late the previous year. Appeals are possible but the grounds are narrow, and "we forgot" is not one of them.

The distinction confuses almost everyone, so to be plain about it: a late confirmation statement does not attract an automatic penalty in the same way, though it carries other consequences. We set that out in is there a fine for a late confirmation statement, and the difference between the two filings in confirmation statement vs annual accounts.

The one that actually matters

A proposal to strike off, and the first Gazette notice. This is the serious one. Companies House is proposing to dissolve the company, and it publishes the notice in the Gazette. If nobody objects or brings the filings up to date, the company can be struck off roughly two months later.

For a residential building this is not an administrative embarrassment. The company owns the freehold. If it is dissolved, the freehold can pass to the Crown as bona vacantia, and every sale, remortgage and lease extension in the building stops until it is restored.

If you get one of these, act the same week. Our guide to whether an overdue confirmation statement can cause strike-off explains how it gets to this point, and your freehold company's been struck off covers what to do if it has already happened.

The uncomfortable question

If a letter like this reached your registered office today, would anyone read it?

For a surprising number of buildings the honest answer is no, because the registered office is a former director's flat. That is the single cheapest thing to fix on this page: see moving the registered office.

Frequently asked questions

Is a late filing penalty charged for a late confirmation statement?

No. The automatic late filing penalty applies to accounts. A late confirmation statement does not trigger that same automatic penalty, although Companies House has other powers, and persistent failure to file is a standard route into strike-off proceedings.

What is a first Gazette notice for compulsory strike-off?

It is the published notice that Companies House proposes to dissolve the company. It starts a period, generally around two months, in which objections can be made or the position corrected. Ignoring it leads to dissolution.

Can we stop a strike-off once it has started?

Often, yes, if you act quickly: bring the overdue filings up to date and object to the strike-off in writing. The sooner it is dealt with the simpler it is. Once the company has actually been dissolved, restoration is a slower and more expensive process.

FreeholdMate isn't a firm of solicitors or chartered accountants, and nothing on this page is legal or financial advice. Where something depends on your building's specific circumstances, check with a solicitor or accountant.