It’s the kind of post nobody wants. That official-looking white envelope from Companies House lands on your desk. You open it to find a "Penalty Warning Notice."
Don't panic.
Receiving one of these notices is serious, but it’s almost always fixable if you act quickly. It’s a formal alert that your company is at risk of penalties because you’ve missed a legal filing deadline, most commonly for your confirmation statement or annual accounts.
This post will walk you through exactly what this notice means, what you must do right now, and how to make sure you never get one again.
What Is a Companies House Penalty Warning Notice?
In short, it’s a final reminder.
Companies House is the UK's registrar of companies. All limited companies (Ltd) and limited liability partnerships (LLP) have a legal duty to provide regular updates.
When you fail to file a key document on time (like your confirmation statement), Companies House will often issue a penalty warning notice. This isn't the penalty itself—not yet. It's a formal "shot across the bows."
The notice gives you a strict 28-day period to fix the problem. If you file the overdue document within that window, the matter is usually resolved. If you don't, you face the consequences, which can include financial penalties, prosecution, or even having your company struck off the register.
Why Did I Get One? The Most Common Reason
While a warning notice can relate to late annual accounts (which have their own automatic, steep penalty system), a very common trigger is a late Confirmation Statement.
- What is a Confirmation Statement (CS01)? This is an annual snapshot of your company's information. You're simply "confirming" that all the details Companies House holds about your directors, shareholders, and registered office address are correct.
- When is it due? Your confirmation statement deadline is usually 12 months after your company was incorporated or 12 months after you filed your last one. You then have a 14-day "grace period" to file it. After that, it's officially late, and you risk getting a warning notice.
Failing to file it is a criminal offence. Companies House takes this seriously because it means your company's public record is out of date, which misleads anyone (lenders, suppliers, customers) trying to check your company's details.
Don't Ignore It! Your 28-Day Action Plan
Whatever you do, do not bury your head in the sand. Ignoring this notice is the worst thing you can do. Here are your immediate steps.
Step 1: Read the Notice Carefully
Check exactly what the notice is for. Does it name the specific document, like the "Confirmation Statement"? Note the date of the letter and calculate your 28-day deadline.
Step 2: Identify the Overdue Document
Log in to your Companies House online service. Your company overview page will clearly show you which documents are overdue (they'll be marked in red). This confirms what the letter is telling you.
Step 3: File the Document Immediately
The solution is simple: file the late document.
- For a Confirmation Statement (CS01): This is the easiest to fix. You can file it online in about 5-10 minutes. It costs £34 (as of late 2024/2025). Be prepared to pay this fee by card as part of the online submission.
- For Annual Accounts: This is more complex. You'll need to submit your accounts immediately. If you have an accountant, call them right now.
Filing online is the fastest way to stop the process.
Step 4: Get Confirmation
Once you've filed and paid, you should receive an email confirmation from Companies House once your submission is accepted. Don't relax until you have this. This is your proof that you have complied with the notice.
What Happens If I Ignore the Warning?
If you miss the 28-day deadline, things get serious. This isn't just an admin headache anymore.
- Financial Penalties: As the notice warns, the next step can be a financial penalty being issued.
- Prosecution: Company directors can be personally prosecuted for failing to file documents. This can lead to a criminal record and a fine of up to £10,000.
- Company Dissolution (Struck Off): This is the ultimate sanction. Companies House has the power to assume your company is no longer trading and begin the process to have it forcibly dissolved (struck off the register).
If your company is struck off, it legally ceases to exist. Its assets, including any money in the company bank account, become the property of the Crown. Reinstating a company is a costly and complex legal process.
How to Avoid This Ever Happening Again
A bit of simple admin can save you all this stress.
- Know Your Deadlines: Your two key dates are your Confirmation Statement due date and your Annual Accounts due date. They are often different. Put them in your business calendar with reminders set for two weeks before they are due.
- Sign Up for Email Reminders: This is the single best thing you can do. Companies House runs a free email reminder service. It will send you an email when your documents are nearly due.
- Appoint an Accountant: If you find this all too stressful, a good accountant will often manage your confirmation statement and accounts filing as part of their service. It's often worth the fee for the peace of mind.
- File Early: There's no prize for filing on the last day. As soon as you get the reminder, just get it done.
The Bottom Line
A penalty warning notice from Companies House feels scary, but it's designed to be. It's a serious warning that you need to act. By understanding what it's for and filing the overdue document immediately, you can solve the problem, avoid penalties, and get back to running your business.
