Companies House Filing Duties for RMC and RTM Companies

A resident management company or RTM company is a company first and a building manager second. Two documents must reach Companies House each year: a confirmation statement, within 14 days of the end of the review period, and accounts, within 9 months of the accounting reference date. Miss the accounts and a penalty is automatic. Miss both for long enough and the registrar can strike the company off, at which point the freehold, the common parts and the bank balance stop belonging to the leaseholders.

What the Company Has to File Each Year

These duties apply in full to a company that owns a strip of grass and has never traded. Being small, unpaid and dormant changes what you file, not whether you file. Three strands sit alongside the wider duties in our note on what the Companies Act expects of RMC directors.

• The confirmation statement, an annual check that the public record is right, required by section 853A of the Companies Act 2006.
• Annual accounts, on whichever basis fits: dormant, micro-entity, small or full.
• Filings that cannot wait for the annual round, such as a change of director or registered office. PSC changes must be notified within 14 days of being confirmed.

Since 4 March 2024 the company must also keep a registered email address, and each statement confirms that its intended future activities are lawful. That address is where Companies House writes, so it should reach a current director.

The Confirmation Statement in Detail

Section 853A sets the clock. The first review period is the 12 months beginning with the day of incorporation; each later one begins the day after the previous period ended. Filing early permanently moves the anniversary, because the next period then runs 12 months from the date you filed.

The word confirmation is doing real work. The statement changes nothing by itself. It confirms what Companies House already holds: directors and secretary, registered office, registered email address, PSC information, and, where changed, SIC codes and share details. If a director resigned last year and nobody filed the termination, file that first.

Failure to deliver a confirmation statement is a criminal offence under section 853L, committed by the company and by every officer in default, with a daily default fine while it continues. The registrar reaches for strike off long before prosecution, but the exposure is personal.

Identity Verification: The Change Catching Boards Out Now

Identity verification became a legal requirement on 18 November 2025. Every director must verify who they are, obtain a Companies House personal code, and give that code with the company’s next confirmation statement.

Existing directors were given a 12 month transition from 18 November 2025, so for most blocks the statement falling due between now and mid-November 2026 is the one that must carry the codes. Verification is free through GOV.UK One Login, or can be done through an authorised corporate service provider. One code covers the individual, but it must be given for each company where they hold a role.

PSCs have separate timings. A PSC who is also a director verifies within 14 days after the confirmation statement date. A PSC who is not a director verifies within the first 14 days of their birth month. Someone added as a PSC after 18 November 2025 verifies when added or within 14 days. No verification is needed for a PSC who has died.

The problem in a block is rarely the technology. It is the director who sold their flat in 2019 and was never formally removed. Tidying the board is usually quicker than chasing a code: see appointing and removing directors and what happens when an RMC has no directors.

Annual Accounts: Dormant, Micro-Entity, Small or Full

A private company must deliver accounts within 9 months of the end of its accounting reference period. First accounts are different: 21 months from incorporation, or 3 months from the accounting reference date, whichever is longer.

Is the Company Actually Dormant?

Dormant has a statutory meaning. Under section 1169 of the Companies Act 2006 a company is dormant during any period in which it has no significant accounting transaction, meaning one that section 386 requires to be entered in the accounting records. A short list is disregarded, including subscriber shares, fees for a change of name, a late filing penalty under section 453, and the confirmation statement fee.

Many RMCs file dormant accounts on the basis that service charge money never belongs to the company, being held on trust under section 42 of the Landlord and Tenant Act 1987 for the contributing tenants. Whether that leaves the company with no significant accounting transaction of its own is a judgement for its accountant, not a default to assume. Ground rent, retained interest or commission point the other way, and these accounts are in any event a different document from the year-end service charge accounts.

Dormant for Corporation Tax and dormant for Companies House are separate tests. HMRC may leave a company alone while Companies House still expects accounts every year.

The AA02 Trap for Companies Limited by Guarantee

Form AA02 is the short dormant accounts form, and it is narrower than most boards assume. It is for a company limited by shares that has never traded, where the only transaction in the accounting records is the issue of subscriber shares. It is closed to a company limited by guarantee, a company with no share capital, and a company that traded before becoming dormant.

That rules it out for every RTM company, because section 73 of the Commonhold and Leasehold Reform Act 2002 requires an RTM company to be a private company limited by guarantee whose articles state that one of its objects is the acquisition and exercise of the right to manage. It also rules it out for RMCs limited by guarantee and for any RMC that has traded. Which type your company is will be clear from its articles of association.

Those companies can still file dormant accounts if they qualify: a balance sheet with comparative figures and notes, no profit and loss account, no directors’ report. A company dormant since formation is exempt from audit automatically; one dormant since the previous year end can claim the exemption if it would qualify as small. The balance sheet must carry the directors’ statements that the company was dormant throughout and that members have not required an audit.

If the Company Is Not Dormant

Most RMCs that fail the dormancy test still sit inside the micro-entity or small company regimes. These thresholds apply to financial years beginning on or after 6 April 2025, and a company must meet at least two of the three.

Change is coming. Companies House announced on 9 June 2026 that from April 2028 all accounts must be filed through commercial software in iXBRL format, closing its web and paper routes. Small companies and micro-entities will also have to file a profit and loss account, with an option to keep it off the public register.

The Register of Members and PSC Information

Much block management folklore here is now out of date. From 18 November 2025 companies no longer hold their own registers of directors, directors’ residential addresses, secretaries or people with significant control, and the option to keep that information on the central register went the same day. It must still be registered with Companies House and kept current.

The register of members survives, and it is the one every block should care about. It must be kept at the registered office or a single alternative inspection location. The option to hold members’ information centrally was removed on 26 January 2026. Section 113 of the Companies Act 2006 sets out the contents, including the dates membership began and ceased.

For an RMC, membership usually tracks ownership of a flat through the articles rather than through general company law. For an RTM company, section 74 of the Commonhold and Leasehold Reform Act 2002 sets out who may be a member: qualifying tenants of flats in the premises and, from the acquisition date, landlords. A neglected register bites at sale time, because the buyer’s solicitor asks about membership in the LPE1 management pack.

PSC information cannot be left blank. A person with significant control is broadly someone holding more than 25% of the shares or voting rights, who can appoint or remove a majority of the directors, or who otherwise exercises significant influence or control. In a block with one vote per flat, usually nobody qualifies. That is a normal answer, but the company must say why there is no PSC, and notify changes within 14 days.

Deadlines, Penalties and Who Ends Up Paying

Late accounts attract an automatic penalty, with no allowance for a first offence.

The penalty doubles where accounts are filed late in two successive financial years beginning on or after 6 April 2008. Section 451 of the Companies Act 2006 separately makes it an offence for every person who was a director immediately before the deadline passed, with a defence for a director who took all reasonable steps. That offence attaches to individuals, not the company.

Appeals rarely succeed. Companies House looks for exceptional circumstances, and its guidance is blunt that being dormant, being unable to afford the penalty, an ill accountant or inexperienced directors are not enough on their own.

Then the question every board asks second: can the penalty come out of the service charge? That depends on the lease, and a penalty caused by the directors’ own failure to file is not obviously a cost of managing the building. Leaseholders can ask the First-tier Tribunal whether a cost is payable and reasonable, as our guide to challenging a service charge at tribunal explains.

Strike Off, Bona Vacantia and Getting the Company Back

Under section 1000 of the Companies Act 2006 the registrar may strike a company off where there is reasonable cause to believe it is not carrying on business or in operation. Missing confirmation statements and accounts is a standard trigger, as is having no directors. A company can also be struck off under regulation 22 of the Registered Office Address (Rectification of Register) Regulations 2024.

The process is public. If Companies House is not satisfied the company is active it publishes notice of its intention in The Gazette, and the company cannot be struck off for at least two months from that notice. A second notice follows on dissolution. Anyone can object once the first notice appears, well before the date it gives.

Dissolution is where a block gets hurt. The company’s assets become bona vacantia and pass to the Crown, and the bank account is frozen. Liabilities are normally extinguished rather than transferred, which sounds convenient until you notice the reserve fund has gone the same way. Where the registered office was in the Duchy of Cornwall or the Duchy of Lancaster, the assets are handled by solicitors for that Duchy.

The Bona Vacantia Division routinely disclaims land used in common, such as private roads and amenity land, which leaves the common parts with nobody willing to take responsibility.

Restoration is possible but neither free nor quick. Administrative restoration under section 1024 is open to someone who was a director or member when the company was dissolved, where the registrar struck it off rather than the company applying itself, and where the application arrives within 6 years. Outstanding documents must be delivered, penalties paid, and a Crown waiver obtained for any bona vacantia property. The paper fee is £341. Otherwise the route is the court, under sections 1029 and 1030.

A Filing Routine That Survives a Change of Treasurer

The failures that cost money are rarely disputes about the law. They are handovers.

• Record both due dates in the minutes of every AGM.
• Check the public record once a year and correct the directors, registered office and email address before confirming anything.
• Keep the register of members current as flats change hands.
• Make sure at least two people can reach the filing account and the authentication code.
• Deal with identity verification codes now, not in the fortnight before the statement is due.
• Treat a Gazette notice as an emergency.

Company secretarial work is the first thing to slip when a volunteer board is busy with a roof or a fire risk assessment. If your block is in Devon or Cornwall, Plymouth Block Management can review the public record with you.

Companies House Filing Questions

Four points that come up on almost every board handover.

Plymouth Block Management is an ISO 9001:2015 certified managing agent (certificate FS 685565, audited by BSI) and a member of The Property Ombudsman, providing residential block management across Devon, Cornwall and the wider South West.

Sources

Everything above is taken from these, not from a summary of them:

1. Companies Act 2006, section 853A: duty to deliver confirmation statements legislation.gov.uk
2. Companies Act 2006, section 853L: failure to deliver confirmation statement legislation.gov.uk
3. Filing your company’s confirmation statement Companies House / GOV.UK
4. Companies House fees Companies House / GOV.UK
5. When you need to verify your identity for Companies House Companies House / GOV.UK
6. Companies House confirms identity verification rollout from 18 November 2025 Companies House / GOV.UK
7. Late filing penalties Companies House / GOV.UK
8. Life of a company: annual requirements, part 1 accounts Companies House / GOV.UK
9. Companies Act 2006, section 1169: dormant companies legislation.gov.uk
10. File your dormant accounts (AA02) Companies House / GOV.UK
11. Commonhold and Leasehold Reform Act 2002, section 73: RTM companies legislation.gov.uk
12. Commonhold and Leasehold Reform Act 2002, section 74: membership of RTM company legislation.gov.uk
13. Changes to company registers Companies House / GOV.UK campaign site
14. Companies Act 2006, section 113: register of members legislation.gov.uk
15. People with significant control (PSCs) Companies House / GOV.UK
16. Companies Act 2006, section 451: default in filing accounts and reports legislation.gov.uk
17. Striking off or dissolving a limited company Companies House / GOV.UK
18. Restoring a company to the Companies House register Companies House / GOV.UK
19. Bona vacantia: dissolved companies (BVC1) Government Legal Department / GOV.UK
20. Companies House to bring in changes to accounts filing from April 2028 Companies House / GOV.UK
21. Landlord and Tenant Act 1987, section 42: service charge contributions to be held in trust legislation.gov.uk
22. Changes at a glance Companies House / GOV.UK campaign site
23. The Registered Office Address (Rectification of Register) Regulations 2024, regulation 22 legislation.gov.uk
24. Companies Act 2006, section 1000: power to strike off defunct company legislation.gov.uk
25. Companies Act 2006, section 1024: application for administrative restoration legislation.gov.uk
26. Companies Act 2006, section 480: dormant companies audit exemption legislation.gov.uk

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