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There has been considerable discussion over the past year about whether small companies would be required to file profit and loss accounts at Companies House. Many practitioners will be aware that proposals were introduced under the Economic Crime and Corporate Transparency Act 2023 which signalled a move towards greater transparency in company reporting.
Under those proposals, small companies and micro-entities would have been required to include a profit and loss account in the version of their accounts filed at Companies House. This would have marked a significant departure from the current position, where businesses can file reduced, or “filleted”, accounts that exclude detailed profit information from the public record.
However, in a recent development, the government has confirmed that these changes have been paused. Updates published via GOV.UK indicate that the planned implementation timetable will not proceed as expected, and that the reforms are now under review. Importantly, no revised date for introducing mandatory profit and loss filing has been announced.
For now, this means that the existing rules remain in place. Small companies and micro-entities can continue to file accounts without a profit and loss statement being made publicly available, although full accounts must still be prepared for shareholders and, where relevant, lenders.
While this announcement will be welcomed by many smaller businesses concerned about the disclosure of commercially sensitive information, it should be viewed as a pause rather than a permanent change in direction. The broader policy objective of increasing corporate transparency remains, and it is likely that similar proposals will re-emerge in the future.
A Companies House blunder has raised concerns after a flaw in the WebFiling service briefly exposed sensitive company data. The issue, identified on 13 March 2026, meant that a logged-in user could potentially access and amend limited details of another company by carrying out a specific sequence of actions.
Companies House has stated that this system vulnerability was not available to the general public. Only users with authorised access codes who were already logged into the system could have exploited it. Nevertheless, the nature of the flaw meant that certain private information, such as dates of birth, residential addresses and company email addresses may have been visible. There was also a risk that unauthorised filings, including accounts and changes to director details, could have been submitted on another company’s record.
After identifying this issue, Companies House shut down the WebFiling service at 13:30 on 13 March to investigate. Following independent testing, the system was restored at 09:00 on 16 March. Companies House has said that passwords and identity verification data were not compromised, and that existing filed documents, such as accounts or confirmation statements, could not be altered.
The issue is believed to have arisen from a WebFiling systems update in October 2025. It has been reported to both the Information Commissioner’s Office and the National Cyber Security Centre.
Companies are now being urged to review their registered details and filing history carefully. While no confirmed misuse has been reported so far, Companies House is continuing to investigate. If a company has a concern, it should raise a complaint via the Companies House complaints page at www.gov.uk/government/organisations/companies-house/about/complaints-procedure and include evidence to describe the issue.
Bona vacantia is Latin term meaning “ownerless goods”. The bodies that deal with bona vacantia claims vary across the United Kingdom, but they all ultimately represent the Crown.
Under company law, when a company is dissolved, any remaining rights or property automatically pass to the Crown as bona vacantia. This includes valid rights such as a tax refund from HMRC. However, if the company never had a genuine legal entitlement, for example, because a claim was fraudulent, then no right existed in the first place and nothing passes as bona vacantia.
It is important to note that only formally dissolved companies are affected by bona vacantia. A company that is “in liquidation” or “being wound up” is in the process of closure but still legally exists. Until dissolution takes place, the company’s property and rights remain vested in the company.
In some circumstances, a company may apply to be restored to the register if it was dissolved less than six years ago. If restoration is successful, any property previously treated as bona vacantia revests in the company as though it had never been dissolved. However, restoration can be a very complex and costly process. For that reason, directors should ensure that all assets, including potential tax refunds, are properly addressed before a company is dissolved.
A Company Voluntary Arrangement (also known as a CVA) is a special arrangement that allows a company with debt problems or that is insolvent to reach a voluntary agreement to pay its business creditors over a fixed period of time.
The arrangement is similar to the Individual Voluntary Arrangement (IVA) that can be used by a sole-trader or self-employed person who is unable to pay their debts.
An application for a CVA can only be made with the agreement of all directors of the company in question or all of the partners of a limited liability partnership (LLP). A CVA can only be created by using the services of an insolvency practitioner. They will be responsible for set up and administration of the arrangement.
Once an insolvency practitioner has been appointed the following steps will take place:
If the agreement is approved and the company does not meet the terms of the CVA then any of the creditors can apply to have the business wound up.
Last week, we covered the new requirement for directors and persons with significant control (PSCs) to verify their identities from 18 November 2025. This process will be rolled out over 12 months, with Companies House reaching out directly to companies, providing guidance on what actions need to be taken and the deadlines for each step.
According to Companies House, ID verification is a significant step forward for UK businesses and offers numerous benefits. Ensuring that company directors and PSCs verify their identities, will help make sure that the people setting up, running and controlling companies are who they say they are.
This is intended to:
This also enhances the credibility of data held by Companies House, which is important for businesses looking to build trust with investors, consumers and potential business partners. A verified presence on the register can help a business demonstrate they are legitimate and professional, helping them stand out in the competitive business landscape.
The introduction of ID verification will also make it harder for fraudsters or criminals to create anonymous corporate structures for illicit activities. This added layer of security strengthens the business environment by reducing the risks associated with fraud and economic crime.
For businesses, being listed on Companies House with verified details can boost credibility, aiding in securing contracts, attracting investors and accessing finance. It can also enhance opportunities for due diligence, helping companies evaluate potential suppliers and customers more confidently.
From 18 November 2025, all company directors and people with significant control (PSCs) will be legally required to verify their identity at Companies House. This verification is being phased in over 12 months and Companies House is contacting companies directly with guidance regarding what needs to be done and by when.
These changes are intended to help ensure that people setting up, running and controlling companies are who they say they are. An estimated 6 to 7 million people will need to verify their identity by November 2026. The verification process will usually be a one-time requirement. Verification can be undertaken directly with Companies House through GOV.UK One Login or via an Authorised Corporate Service Provider (ACSP).
If you are using GOV.UK One Login you will be asked simple questions to find the best way for you to verify your identity. You must provide answers about yourself, not your company. Depending on your answers, you will then be guided to verify:
To verify your identity at Companies House, you can use the GOV.UK online verification service if you have one of several accepted photo identification documents. These include a biometric passport from any country, a full or provisional UK photo driving licence, a UK biometric residence permit or card or a UK Frontier Worker permit.
If you do not have any of the accepted forms of photo ID but live in the UK, there are alternative ways to verify your identity. This includes verifying your identity in-person at a Post Office or using details from your bank or building society account together with your National Insurance number.
If you are unable to verify your identity using any of the available online or in-person methods, you can appoint an ACSP, such as an accountant or solicitor to verify your identity on your behalf. The ACSP must be registered with Companies House and a UK Anti-Money Laundering (AML) supervisory body. You will need to provide approved documents as evidence of your identity and the agent may charge a fee for their services.
Company directors have a legal duty to act responsibly and in the best interests of their business. If a director fails to meet these responsibilities, they can face disqualification from acting as a company director for up to 15 years.
Disqualification can result from ‘unfit conduct,’ which includes actions such as trading while insolvent, failing to maintain proper accounting records, neglecting to submit statutory accounts to Companies House, not paying taxes or using company money or assets for personal benefit. It can also occur if a director is subject to bankruptcy or a Debt Relief Order.
The disqualification process typically begins when The Insolvency Service investigates a company involved in insolvency proceedings or responds to complaints. If misconduct is suspected, the director will be informed in writing and given the option to either defend the case in court or voluntarily accept a disqualification through a formal disqualification undertaking. Other authorities including Companies House, the courts or a company insolvency practitioner can also initiate disqualification proceedings.
Once disqualified, an individual cannot be involved in forming, marketing or running a company or be a director of any company registered in the UK or an overseas company that has connections with the UK. Breaking these rules can lead to a fine or imprisonment. Disqualified directors are listed on public registers maintained by Companies House and The Insolvency Service.
Under the Companies Act 2006, dividends can only be paid from realised profits, never from capital, no matter what a company’s Articles of Association say.
Dividends can only be paid by a company out of profits available for distribution, not from capital, even if the company’s Articles of Association suggest otherwise. This rule is established under Companies Act 2006, section 830, and forms a key legal restriction on dividend payments.
Profits available for distribution are defined as a company’s accumulated, realised profits (from both revenue and capital), not previously distributed or capitalised, minus its accumulated, realised losses, provided these losses haven’t already been written off through a formal reduction or reorganisation of capital.
HMRC’s internal manuals go further and state that the Act lays down what may be termed the ‘balance sheet surplus’ method of determining profits available for distribution. Under this, a company can distribute the net profit on both capital and revenue at the particular time, as shown by the relevant accounts.
Additional rules apply to certain types of companies including investment and public companies.
Fit and proper test fee to jump from £150 to £700 under HMRC’s proposed AML supervision changes
Many businesses are monitored by the Financial Conduct Authority (FCA) or certain professional bodies for Anti-Money Laundering (AML) purposes. However, HMRC is responsible for supervising more than 36,000 businesses in 9 business sectors. There are registration and annual fees that are charged for anti-money laundering supervision by HMRC. These fees have remained the same since May 2019, and HMRC is currently looking to increase the fees that they charge within the current fee structure to meet the costs of providing effective AML supervision.
HMRC plans to increase the premises fee from £300 to £400, representing a 33% increase since 2019. The reduced rate for small businesses will also increase from £180 to £200. Most affected businesses operate from a single premises.
The approvals fee, which ensures responsible individuals (BOOMs) are suitable for their roles, will remain unchanged at £40. However, the fit and proper (F&P) test fee, which applies to MSBs and TCSPs due to their higher risk profiles, will significantly rise from £150 to £700.
HMRC also plans to reintroduce an application fee of £400 for businesses newly registering or reapplying due to lapsed registration. Finally, the sanctions administration charge will be revised. While previously tied to the type of penalty, HMRC proposes a flat £2,000 charge for all types of sanctions, capped at the value of the penalty. A separate lower charge of £350 will still apply for specific regulatory failures.
These changes are open for comment until 29 August 2025, and it is expected that further information on when these new charges will be introduced will follow shortly afterwards.
You now need to set up a verified GOV.UK One Login to confirm your identity with Companies House.
To verify your identity at Companies House, you can use the GOV.UK online verification service if you have one of several accepted photo identification documents. These include a biometric passport from any country, a full or provisional UK photo driving licence, a UK biometric residence permit or card or a UK Frontier Worker permit.
You will also need to provide your current address along with the year you moved in, and you must sign into or create a GOV.UK One Login account to complete the process. Your verified identity will then be linked to your GOV.UK One Login account.
A recent update to the guidance published by Companies House makes it clear that each email address can only be used once for identity verification. If other individuals use the same email address to access GOV.UK One Login, they will need to register a separate account with a different email address.
If you do not have any of the accepted forms of photo ID but live in the UK, there are alternative ways to verify your identity. These include verifying your identity in-person at a Post Office or using details from your bank or building society account together with your National Insurance number.
If you are unable to verify your identity using any of the available online or in-person methods, you can appoint an Authorised Corporate Service Provider (ACSP), such as an accountant or solicitor to verify your identity on your behalf.
