Revising defective company accounts

When accounts can be revised

Section 454 lets the directors prepare revised accounts or a revised directors' report if the originals did not comply with the requirements of the Act. Where copies have already been sent to members or delivered to Companies House, the revisions are confined to correcting the non-compliance and making the changes that follow from it.

The procedure is in SI 2008/373. The revised accounts are prepared as if they were approved at the date of the original accounts, and must give a true and fair view as at that date (regulation 3). Events after the original approval are not brought in.

Replacement and supplementary note compared

The definitions are in regulation 2, and the signature and statements in regulation 4, which also requires the date of approval to be stated. The filing points are from GOV.UK: corrections and amendments.

Making a revision

1. Establish the defect

   Identify how the original accounts failed to comply with the Act, and the changes that follow from it (section 454).

2. Prepare the revision

   Choose a replacement set or a supplementary note, prepared as at the date of the original accounts (regulation 3).

3. Approve and sign

   The board approves the revised accounts, a director signs, and the statements in regulation 4 are included with the date of approval. That date is the date of revision.

4. Send to members

   Within 28 days after the date of revision, send the revised accounts to everyone who received the originals, and to anyone who is a member, debenture holder or entitled to notice of general meetings at the date of revision (regulation 12).

5. Deliver to Companies House

   Within 28 days of the date of revision, deliver the revised accounts or the supplementary note (regulation 14). The late filing offence provisions in sections 451 and 452 apply to that 28-day period.

6. Check the audit position

   If the revision means the company is no longer exempt from audit, an auditor's report on the revised accounts is delivered within 28 days after the date of revision (regulation 8). For a company exempt under section 477 or 480, the regulations apply without the references to an auditor's report (regulation 18).

Effect of the revision

Once approved, the revised accounts have effect as the company's annual accounts for the year in place of the originals (regulation 10). The original accounts stay on the public register (GOV.UK: corrections and amendments).

Amended accounts can go to Companies House on paper, or through filing software if the software was used to file the annual accounts and allows corrected accounts to be submitted (GOV.UK). They must cover the same period as the originals. Paper amended accounts say clearly that they replace the original accounts, are now the statutory accounts and are prepared as they were at the date of the originals, with "amended" written on the front. Amended community interest company accounts go on paper only (Companies House guidance).

Corporation tax

If the revision changes the figures behind the Company Tax Return, the return can usually be amended within 12 months of the filing deadline, through commercial software or by writing to HMRC (GOV.UK: Company Tax Returns, making changes). The return itself is due 12 months after the end of the accounting period (GOV.UK: Company Tax Returns). For example, a company with a 31 March 2025 period end had a filing deadline of 31 March 2026, so the amendment window runs to 31 March 2027.

Outside that window, overpaid corporation tax may be reclaimed through overpayment relief, and an underpayment is reported to HMRC through its online disclosure service as soon as possible.

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