A UK company keeps two filing calendars, wherever you live

The certificate is the easy part

If you have formed a UK company from abroad, you have probably noticed how quick it was. A day, sometimes an afternoon, a certificate of incorporation by email, and the thing exists. That ease is real, and it is also the source of most of the trouble I see, because it tells you nothing about what the company will ask of you next.

I have spent most of a long career keeping companies on the right side of their filing obligations, and I can tell you that the formation is almost never where it goes wrong. The companies that arrive in difficulty were, nearly all of them, set up perfectly well. What went wrong was a date, often a year or two back, that nobody abroad was watching.

So this is not a note about how to form a UK company. It is a note about what happens in the years after, which is the part the formation agents tend to pass over quickly, and the part that actually decides whether owning the company is a quiet asset or a slow problem. If you want the setting-up side, including the identity checks and the banking, that is covered separately in the note on forming a UK company as a non-resident.

Here I want to walk you through the calendar.

Two authorities, not one

The single thing to understand is that your company reports to two different bodies, and they do not talk to each other on your behalf. Most people arrive thinking of one event a year, something they vaguely call the accounts, handled by someone, once. In fact there are two separate relationships, with two separate sets of filings and two separate sets of penalties.

The first is Companies House, which keeps the public register. It wants your annual accounts and, once a year, a confirmation statement that the company's details are correct. This is about transparency, not tax. Anyone can look your company up and see whether it has filed.

The second is HMRC, which collects the tax. It wants you to register the company for Corporation Tax when it becomes active, to file a Company Tax Return each year, and to pay whatever Corporation Tax is due. If the company's turnover is large enough it also wants VAT, and if the company employs anyone, including you, it wants PAYE.

The accounts you prepare feed both, which is why people assume it is one job. It is not. You can be perfectly up to date with HMRC and still be struck off by Companies House for a missed confirmation statement, and you can have a clean public record and still be running up tax penalties. Two authorities, two clocks, and both of them keep running while you are asleep in another time zone.

The first year, by its dates

A UK company's year is a sequence of fixed dates, and the useful thing is to see them laid out rather than described. The dates below are the ones a private company limited by shares will meet, and they repeat every year for the life of the company.

Two features of that calendar catch people out, and both are worth saying plainly.

The first is that you pay the Corporation Tax before you file the return that calculates it. Payment is due nine months and one day after the year end; the return is not due until twelve months after it. So the company has to work out its own tax, pay it, and only later file the formal return confirming the figure. People who wait for the filing deadline to think about the tax are already three months late in paying it, with interest running.

The second is the first year. A company's first accounts are not due nine months after incorporation; they are due twenty-one months after it, because the first accounting period runs a little over a year. That sounds generous, and it lulls people.

The confirmation statement, by contrast, comes round within the first year, so the company has a filing obligation long before its first accounts are due, and a new owner who has filed nothing because the accounts feel far off has usually already missed something smaller.

The penalties are automatic, and distance is no defence

The penalties for missing these dates are not discretionary, and nobody has to chase you first. Companies House issues an automatic late filing penalty the moment accounts are late, on a sliding scale for a private company: £150 if you are up to a month late, £375 up to three months, £750 up to six months, and £1,500 beyond six months. File late two years in a row and those figures double. The penalty lands whether the delay was a week or a crisis, and whether you are in London or Lagos.

Miss enough and the consequence is worse than a fine. A company that stops filing is struck off the register and dissolved, and when a company is dissolved its assets, including whatever sits in its bank account, pass to the Crown as bona vacantia, meaning ownerless goods. I have watched a founder abroad discover that the balance built up in a company they had quietly stopped filing for was no longer theirs to take. Recovering it, if it can be done at all, costs far more than the filings would have.

HMRC runs its own penalty regime in parallel, with a fixed penalty when the Company Tax Return is late and tax-geared penalties on top as the delay lengthens, plus interest on tax paid late. The two regimes do not coordinate, so a neglected company can be accruing penalties in both places at once.

The point that matters for a non-resident owner is this. The obligations sit on the company, but the duty to meet them sits on the directors, personally, wherever they live. A director who lets a company fall into persistent default can be disqualified, and a disqualified director cannot simply form another company and carry on. Being abroad is not a mitigating circumstance. It is usually just the reason nobody noticed in time.

Dormant is a filing status, not a rest

A great many non-resident owners form a company, do not trade for a while, and assume that a company doing nothing owes nothing. That is the most common and most avoidable mistake of all, because dormant is a status you have to maintain, not an absence of obligation.

A dormant company still files a confirmation statement every year, confirming its details to Companies House. It still files accounts, in the simpler dormant form, so the register shows it is dormant rather than delinquent. And it still has to tell HMRC that it is dormant for Corporation Tax, so that HMRC stops expecting a return. Do none of these, on the theory that there is nothing to report, and the company is treated exactly like one that has stopped filing: penalties, then strike-off.

If you are holding a UK company in reserve, for a plan that has not started yet, keep it dormant deliberately and on the record. A company kept dormant properly costs very little to maintain. A company left to assume its own dormancy costs a great deal to rescue.

The free way to file has gone, and software is coming

There has been a quiet but important change in how all this is filed, and it matters most to the owner who is abroad with no UK accountant. For years you could file your accounts and your tax return together through a free government website. That joint online service closed on 31 March 2026. You can still, for now, file accounts with Companies House through their web service or on paper, but the Company Tax Return to HMRC already has to go through commercial software.

The direction is set. From 1 April 2028, under the reforms in the Economic Crime and Corporate Transparency Act 2023, every company must file its annual accounts through commercial software, in the tagged format the software produces, and the option to file on paper or through the free web service ends. Small companies and micro-entities, which many non-resident-owned companies are, will also have to file a profit and loss account, though they can opt out of having it published.

Alongside that, since March 2024, every company must keep an appropriate registered office and a registered email address that Companies House can actually reach, and must confirm at each confirmation statement that its intended activities are lawful. These are small things until the registered email is one nobody checks because the owner has moved on, and the first anyone hears of a problem is a strike-off notice sent to an address no one reads.

None of this is a reason not to own a UK company from abroad. It is a reason to decide, at the outset, who is going to operate the software and watch the dates, because the days of quietly doing it yourself for free on a government form are ending. For many non-resident owners the honest answer is an agent who files for them, which is what our UK accounting service for non-residents is built to do, and for others it is their own software and a diary they actually keep. Either works. Neither-of-the-above does not.

The tax that applies even with no UK customers

It is worth dealing with a belief that travels with non-resident owners, which is that a company with no UK customers has no UK tax to worry about. A UK company is UK tax resident because it was incorporated here, so its profits are within UK Corporation Tax wherever its customers are, unless a tax treaty moves its residence elsewhere, which turns on where the company is genuinely managed and is a separate question set out in the note on where a company is actually tax resident.

Two particular cases catch owners who assumed geography protected them. If the company holds UK property and lets it, it has been within UK Corporation Tax on that rental profit since April 2020, and the interaction with the associated-company rules is covered in the note on the non-resident corporate landlord. And if you take money out of the company, how that is taxed depends on your own residence as well as the company's, which is the subject of the note on paying yourself from a UK company when you live abroad. The detail is for those notes. The point for this one is only that the filing obligations I have described exist regardless of where the company sells, and so does the tax behind them.

What the calendar actually asks of you

Here, then, is the whole of it, kept short, because the value is in the doing rather than the describing.

• Know your two dates. Find your financial year end, and from it your accounts deadline nine months later, your tax payment at nine months and a day, and your return at twelve months. Put the confirmation statement date beside them. Five dates, two authorities.
• Register for Corporation Tax when the company becomes active, within three months, rather than when you remember.
• Decide who files, before you need them. Software and your own discipline, or an agent, but chosen in advance, not in the week a penalty arrives.
• Keep a dormant company dormant on the record, with its confirmation statement and dormant accounts filed, if it is not trading.
• Keep the registered office and email live and watched, because the warning you miss is the one that was sent there.
• Keep clean records as you go, in the currency and form your filings will need, so that the year end is an afternoon's work and not an archaeology project.

None of this is difficult. It is simply relentless, in the way a calendar is relentless, and it does not pause because you have moved to another country or because the company had a quiet year.

The owners for whom a UK company stays a quiet, useful thing are the ones who treated the certificate as the beginning and the calendar as the real commitment. The ones who treated the certificate as the finish line are the ones I usually meet later, and by then the problem is rarely small.

Frequently asked questions

What does a UK company have to file every year?

Two sets of things, to two bodies. To Companies House it files annual accounts, due nine months after the financial year end for a private company, and a confirmation statement once a year checking the company's registered details. To HMRC it files a Company Tax Return, the CT600, due twelve months after the year end, and it must pay any Corporation Tax nine months and one day after the year end. If turnover is large enough it also files VAT returns, and if it employs anyone it runs PAYE. Living abroad changes none of these obligations or their dates.

Do I still have to file if my UK company is dormant?

Yes. A dormant company still files a confirmation statement every year and still files accounts, in the simpler dormant form, so that the public register shows it as dormant rather than as a company that has stopped filing. You also need to tell HMRC the company is dormant for Corporation Tax so it stops expecting a return. Dormant is a status you maintain by filing, not an exemption from filing, and a company left to assume its own dormancy is penalised and eventually struck off exactly like any other.

When do I pay Corporation Tax, and when do I file the return?

They are two different dates, and the payment comes first. Corporation Tax is due for payment nine months and one day after the end of your accounting period, while the Company Tax Return that calculates it is not due until twelve months after the period end. This surprises people, because it means you must work out and pay the tax before the formal filing deadline. Waiting for the twelve-month return deadline to deal with the tax leaves you roughly three months late in paying, with interest already running on the amount due.

What are the penalties for filing a UK company's accounts late?

Companies House applies an automatic penalty on a sliding scale for a private company: £150 if you are up to a month late, £375 for one to three months, £750 for three to six months, and £1,500 beyond six months. The penalty doubles if you file late in two consecutive years. These are issued automatically, with no need for a warning, and they apply regardless of why the filing was late. HMRC runs a separate penalty regime for a late Company Tax Return, with a fixed penalty and then tax-geared penalties and interest, so a neglected company can be penalised by both authorities at once.

What happens if I just stop filing for my UK company?

The company is struck off the register and dissolved. Before that, penalties accumulate and the directors fall into default, which can lead to disqualification. Once the company is dissolved, its assets, including any money in its bank account, pass to the Crown as bona vacantia, meaning they are treated as ownerless and are no longer yours to take. Recovering them, where it is possible at all, is slow and expensive. Simply walking away from a UK company abroad is therefore not a clean exit; the proper route is to close it down deliberately or keep it dormant on the record.

Does a non-resident director still carry responsibility for the filings?

Yes, in full. The filing obligations rest on the company, but the legal duty to see them met rests on the directors personally, and that duty does not weaken because a director lives overseas. A non-resident director whose company falls into persistent default can be disqualified, which prevents them from acting as a director of any UK company, and being abroad is not treated as an excuse. In practice distance is usually the reason a problem went unnoticed rather than a defence to it, which is why someone has to own the calendar from wherever the company is run.

Can I still file my UK company accounts for free myself?

Less and less. The free joint online service for filing accounts and the Company Tax Return together closed on 31 March 2026, and the Company Tax Return to HMRC already has to be filed through commercial software. You can still file accounts with Companies House through their web service or on paper for now, but from 1 April 2028 all companies must file their annual accounts through commercial software, and small companies and micro-entities will also have to file a profit and loss account. A non-resident owner should plan on either buying and learning the software or appointing an agent, because the free do-it-yourself route is closing.

Is a UK company with no UK customers free of UK tax?

No. A company incorporated in the UK is UK tax resident, so its profits are within UK Corporation Tax wherever its customers are, unless a tax treaty shifts its residence based on where it is genuinely managed. On top of that, a company letting UK property has been within UK Corporation Tax on that rental income since April 2020, whatever the owner's residence. The absence of UK customers does not remove either the tax or the filing obligations that sit alongside it, so the annual calendar applies to a company trading entirely overseas just as it does to one trading in Britain.

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Critical advisory. The work of a UK company is not the forming of it. It is the keeping of two filing calendars, year after year, to two authorities that do not wait and do not warn twice.

If you would like that done properly from the start, we handle UK company formation for non-residents and then run the ongoing accounting and filing in-house, across the UAE, the United Kingdom and Ireland, so the dates are watched by someone whose job it is to watch them.

This note is general information rather than advice on your own company, so confirm your particular deadlines and tax position before you rely on it...