Companies House Software-only filing

The Economic Crime and Corporate Transparency Act 2023 (ECCT Act 2023) received Royal Assent in October 2023. Amongst other things, the Act gave Companies House new powers to introduce accounts reforms. Companies House is using these new powers to introduce a ‘Software-only filing’ requirement for company accounts, using commercial software that prepare accounts in Inline XBRL (iXBRL) format. 

Who must comply? 

All entities required to file annual accounts with Companies House will be required to file them in iXBRL format using commercial software. 

This includes Companies, LLPs and branches of foreign companies which are registered with Companies House, subject to evolving guidance. 

Companies in the UK have been required to prepare and file iXBRL with HMRC since 2011. So, what is changing?

According to the Companies House website, 2.2m company accounts are expected to be filed with them each year. About 75% of those are already being filed electronically on a voluntary basis.

The new requirements will mean that that from 1st April 2028, 100% of those accounts will be expected to be filed electronically, using the taxonomies from the Financial Reporting Council (FRC). The additional electronic reports filed will comprise:

  • Companies filing full accounts to Companies House, but not electronically at the moment. These will be able to file the accounts prepared for HMRC to Companies House too (but will have to prepare the iXBRL file earlier).
  • Companies filing micro accounts or abridged/filleted accounts to Companies House will now:
      • Be required to include a Profit & Loss (P&L) statement in their filing to Companies House (but can opt out from having it published in the public register)
      • Be required to tag this reduced disclosure set of accounts too (in addition to the HMRC full accounts) for Companies House filing (Note: Abridge accounts will be abolished, but ‘filleted’ accounts will be permitted, with a P&L, and will require separate tagging.
  • Accounts of LLPs
  • Accounts of oversea parent companies of UK established branches (non-UK Group accounts)

    (Note: we are hoping that more guidance will emerge on what taxonomies will be required/accepted for these)

  • Charitable companies (not Charitable Incorporated Organisations (CIOs)
  • Community Interest Companies

    We acknowledge that in each of the above categories, some entities may have been voluntarily submitting electronic filings already.

    The last four on the list were not required to file iXBRL accounts to HMRC so are more likely to be new to iXBRL.

    Crucially, dormant and micro-entity companies that have been filing electronically, using the Companies House WebFiling templates, will have to switch to commercial software to comply with the new electronic filing requirements as Companies House will be turning off its WebFiling service.

    Another significant change, which will affect even some existing electronic filers, is that annual reports that include consolidated financial statements, will now be required to tag their group disclosures too (consolidated primary statements and related notes).

    These entities, their accountants and advisors, as well as managed tagging service providers need to take notice of these changes and consider their readiness.

What do I need to report?

This is not a new reporting requirement. It is the required format (and in some cases,W the filing method) that is changing. 

The subject of this iXBRL mandate is annual accounts, as required by Companies House. This is driven by the Companies Act 2006 and the Limited Liability Partnerships Act 2000.  

Branches of overseas companies established in the UK also have an obligation to be registered with Companies House. If their parent company has an obligation to prepare accounts under its home law, a copy of its accounts must also be submitted to Companies House (after it has been translated to English).  

The new rules also affect Community Interest Companies (CICs, Dormant Subsidiary Exemption Packages, and Audit Exempt subsidiaries). Talk to us if you need more information on these types of entities. 

When do I need to submit my accounts? 

The filing deadlines are not changing. Entities will have 9 months from the financial period end to submit to Companies House. This may mean that the accounts preparation and the iXBRL conversion process has to be accelerated as the current requirement from HMRC allows 12 months for the iXBRL conversion.  

Note that branches of overseas companies have different timelines depending on the home-country requirements. 

Where do I need to submit the report?

The report will need to be submitted to Companies House by the Company directors, or by the company’s Companies House Authorised Corporate Service Provider (ACSP). ACSPs is a new concept, also introduced by the ECCT Act 2023. 

Whoever submits the report, needs to do so through commercial software that has been granted API access by Companies House – typically the iXBRL preparation software. 

What do you need to make an iXBRL report?

iXBRL and XHTML are document formats, the same as Microsoft Word’s DOCX format or Adobe’s PDF. XHTML is the format used to display websites and, since iXBRL is built on top of XHTML, annual reports can be viewed in any web browser. iXBRL also includes computer-readable information in the form of iXBRL tags that identify and define the meaning of the tagged numbers or text. 

Typically, the production of a company’s annual report will start in Microsoft Word or Adobe InDesign. Once the document is ready it will be converted from a PDF or Microsoft Word document into the required format (XHTML or iXBRL) using specialist software. Then, if required, iXBRL tags will be added in a process known as “tagging”. When tags are added to a document, they can be viewed in an iXBRL viewer or read by computers to enhance analysis and automated uses of the data in the reports.