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The Government has confirmed that important changes to Companies House filing requirements will now take effect from April 2028 (rather than April 2027), giving small companies and micro-entities additional time to prepare for the new rules.
One of the most significant changes is the requirement for small companies and micro-entities to file a profit and loss account with Companies House. This marks a substantial change from the current position, where many smaller businesses can submit abbreviated financial information that does not include details of their trading performance.
The announcement will be of particular interest to owner-managed businesses, many of which have traditionally valued the privacy afforded by the existing filing regime. Concerns have been raised by businesses and professional advisers that the publication of detailed profit information could make commercially sensitive data available to competitors, suppliers and customers.
In response to these concerns, the Government has confirmed that smaller companies will be able to opt out of having their profit and loss account placed on the public register. While the information will still need to be submitted to Companies House, it is not expected that it will automatically become available for public inspection. Further details of how this process will operate are expected before the new rules come into force.
The changes form part of a wider programme of reforms designed to improve the quality and transparency of information held by Companies House, while also helping to tackle economic crime and strengthen confidence in the UK corporate environment.
Although the new requirements will not apply until April 2028, directors of small companies may wish to begin considering how the changes could affect their business and what additional information may need to be prepared as part of their annual accounts process.
Companies House has published its business plan for 2026-27, setting out its priorities for the coming year as it continues to implement major reforms aimed at improving the quality of information held on the UK companies register and tackling economic crime.
A key objective is to improve the accuracy, reliability and usability of company data. Companies House plans to increase the use of automated checks, remove inaccurate information and strengthen data governance procedures. The organisation believes that more reliable company information will help support business confidence and economic growth.
The business plan also highlights continued efforts to prevent and detect economic crime. Companies House will expand data sharing with partner organisations and take more targeted enforcement action where there is evidence of abuse of the company registration system. It will work closely with law enforcement agencies to disrupt fraudulent activity and improve the integrity of the register.
Another major priority is the ongoing rollout of identity verification requirements for company directors and people with significant control. Companies House aims to ensure that all companies either comply with the new verification requirements or are progressing through an appropriate compliance or enforcement process by the end of the financial year.
The organisation has also committed to maintaining high levels of customer service, including keeping digital services available for at least 99.5% of the time and reducing waiting times for telephone enquiries.
For business owners and advisers, the plan provides a clear indication that Companies House reforms will continue to gather pace during 2026-27, with greater scrutiny of company information, stronger identity checks and increased action against those seeking to misuse the corporate framework.
Identity verification requirements at Companies House became a legal requirement for directors and people with significant control (PSCs) from 18 November 2025. This date marked the start of a 12-month transition period for identity verification.
Companies House is introducing the new requirements on a phased basis and affected individuals are being contacted directly with guidance on what action is required and the relevant deadlines. It is estimated that between 6 and 7 million individuals will need to complete identity verification by November 2026.
Verification is generally a one-time process and can be completed either directly through Companies House using GOV.UK One Login or through an Authorised Corporate Service Provider (ACSP), such as an accountant or solicitor.
Most individuals will be able to verify their identity online using photo identification documents such as a passport, UK driving licence or biometric residence permit. Alternative methods are also available, including in-person verification at selected Post Office branches or by using information linked to a UK bank account and National Insurance number.
Individuals who are unable to use the standard online or in-person routes may appoint an ACSP to verify their identity on their behalf. The provider must be registered with Companies House and supervised for anti-money laundering purposes.
Failure to comply with the new requirements could result in restrictions on company filings and penalties.
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.
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.
