The key aim of the new Corporate Insolvency and Governance Act 2020 is to provide businesses with the flexibility and breathing space required to continue to trade during this challenging time.
In order to relieve the administrative burden on companies and other relevant entities the new Act provided that regulations would be introduced to temporarily extend various Companies House filing deadlines.
The Companies etc. (Filing Requirements) (Temporary Modifications) Regulations 2020 are now in force and this note sets out the key changes to Companies House filing deadlines contained in these regulations.
The new measures will apply to a number of different entities including public companies, private companies, limited partnerships and limited liability partnerships (LLPs).
There is no need for an entity to apply for any of the new extensions at Companies House as all of the new extended time periods apply automatically. Companies House is currently updating the filing deadlines for each relevant entity in respect of their accounts and annual confirmation statement in light of the new regulations.
The new Act also introduced a number of measures in relation to holding annual general meetings and other meetings and a separate note on these new provisions can be found here.
Temporary extension to file accounts
The new regulations extend the period in which companies and other relevant entities need to file their annual accounts at Companies House. These temporary extensions apply if an entity's filing deadline falls on or after 27 June 2020 until 5 April 2021. Entities with a filing deadline falling on or after 6 April 2021 will not receive an automatic extension.
The new regulations provide that private companies and LLPs now have 12 months after the end of their relevant accounting reference period to file their annual accounts. Usually the relevant period for filing accounts for these entities is nine months.
This means that a private company with an accounting reference date of, for example, 31 December 2019 will now have until 31 December 2020 (instead of 30 September 2020) to file its accounts at Companies House.
The regulations also extend the period in which a public company can file its accounts after the end of its relevant accounting reference period from six months to nine months. This means that a public company with an accounting reference date of 31 December 2019, for example, will now have until 30 September 2020 (instead of 30 June 2020) to file its accounts although of course most companies would have already complied with the 30 June deadline (or sought an extension, on which see below) before the Act was passed to give that leeway, so it is likely to be more relevant for later year ends.
In addition to the regulations, the Act itself extended the filing deadline for public companies with an obligation to file their accounts after 25 March but before 30 September (broadly extending the accounts filing deadline to whichever date is the earlier of 30 September and the last day of the period of 12 months following the end of the company's relevant accounting reference period). Companies House has confirmed in guidance published in connection with the new regulations that for public companies whose original accounts filing deadline fell on or before 29 June 2020 then the Act will apply and there will be no further extension under the regulations. For public companies with an original accounts filing deadline falling on or after 30 June the regulations will apply and supersede the extension provided under the Act.
Temporary extensions are also provided to Societas Europaeas (SE) and overseas entities required to file accounting documents at Companies House in accordance with its parent law.
Entities that have already had an extension to file accounts
Some companies (or other relevant entities) may have already applied to Companies House for an extension to file their accounts before the new regulations were introduced. In these circumstances, the extension provided by the new regulations will only apply to the original accounts filing deadline and not to the extended accounts filing deadline. This means that the accounts will need to be filed by the extended deadline if a three month extension has already been granted.
Entities that have shortened their accounting reference period
The extension is calculated slightly differently if a company has shortened its accounting reference period.
If a public company has shortened its accounting reference period then the deadline will be extended to whichever date is the later of the new period of nine months from its accounting reference date or three months from the date of the notice to shorten the company's accounting reference period.
A similar calculation is applied to private companies. The deadline will be extended to whichever date is the later of the new period of 12 months from its accounting reference date or three months from the date of the notice to shorten the company's accounting reference period.
These extensions are temporary and Companies House will not automatically extend any accounts filing deadlines that fall on, or after, 6 April 2021.
Extension to file confirmation statements
Companies and other relevant entities required to file an annual confirmation statement at Companies House will now have 42 days (instead of 14 days) from the end of their relevant review period to file their confirmation statement. This extension is to allow companies more time to file their completed confirmation statement – it does not affect the period under review in the confirmation statement itself.
As with all of the measures in the regulations, the automatic extension is a temporary measure and will not apply if the end of the review period falls on, or after, 6 April 2021.
Extensions to event-driven filings
Companies and other relevant entities are required to notify Companies House when certain events occur (for example, if a new director is appointed to a private company, if there is a change to the registered details of a limited partnership or if there are changes to the membership of an LLP).
Companies will now have 42 days (instead of 14) to deliver details of the relevant event to Companies House.
A full list of the relevant filings can be found at Companies House.
This extension will not apply if the deadline for filing falls on, or after, 6 April 2021.
Extensions to file mortgage charges
For any charge created on or after 6 June 2020 the period to deliver particulars of that charge to Companies House will be extended to 31 days (from 21 days).
This extension will apply to charges for companies, LLPs, SEs and European Economic Interest Groupings (EEIGs). This extension will also apply to the alteration of a floating charge in Scotland.
The new temporary measures will provide a welcome relief for many businesses and allow them to continue to meet Companies House filing requirements when their resources are likely to be stretched dealing with many other issues during this time.
It is of course open to entities to continue to file accounts and other relevant documents at Companies House within the original filing deadlines if processes are in place to enable them to do so but for many entities the ability to have extra time will provide necessary breathing space during this time.