Do SPVs File Annual Accounts? 2026/27 Deadlines and Rules

Updated for 2026/27. A UK company SPV must prepare and file annual accounts at Companies House, even when it has no employees, holds only one asset or is dormant. It may also file a Corporation Tax return with HMRC. The two filings use different deadlines and serve different purposes.

Companies House accounts deadline

A private company normally files accounts within nine months after its accounting reference date. Public companies generally have six months. The first private-company accounts are usually due 21 months after incorporation when the first period is 12 months or less; a longer first period changes the calculation.

Check the live Companies House record rather than assuming the tax return deadline is the same.

What annual accounts contain

Depending on framework and size, the accounts include:

• Balance sheet
• Profit and loss account, subject to filing options
• Notes and accounting policies
• Directors’ report where required
• Auditor’s report where audited
• Shareholder and related-party disclosures
• Required approval and exemption statements

The directors approve the accounts and a director signs the balance sheet. Filing abridged or filleted information does not reduce the need to prepare full accounts for members where the law requires them.

Micro-entity and small-company accounts

An eligible SPV may use FRS 105 micro-entity accounts or FRS 102 Section 1A small-entity reporting. Group membership, regulated status and other exclusions can prevent eligibility. Lenders or investors may contractually require fuller accounts even when Companies House permits less disclosure.

Dormant SPVs

A dormant company still files dormant accounts and a confirmation statement. Dormancy is based on significant accounting transactions, not simply the absence of revenue. Bank interest, professional fees paid by the company, share transactions beyond formation or asset activity can mean it is not dormant.

HMRC may not require a CT600 while the company is dormant for Corporation Tax, but tell HMRC when activity begins.

Corporation Tax return

An active company normally files CT600 with statutory accounts and a tax computation within 12 months after the accounting period ends. Corporation Tax is usually paid nine months and one day after the period end. Large companies can pay by instalments earlier.

Companies House filing does not satisfy HMRC, and CT600 filing does not satisfy Companies House.

Accounting reference date

Companies House sets the initial accounting reference date, normally the last day of the incorporation month one year later. The company can change it subject to restrictions. Shortening a period generally accelerates the filing date; extending is restricted and cannot be used repeatedly without a valid exception.

Audit exemption

Many small SPVs qualify for audit exemption. For periods beginning on or after 6 April 2025, a company is generally small if it meets at least two of these:

• Turnover no more than £15 million
• Balance-sheet total no more than £7.5 million
• Average employees no more than 50

Group tests, ineligible activities and member requests can still require an audit. Financing documents may also require one even where statutory exemption exists.

Property SPV accounts

Investment property under FRS 102 is generally measured at fair value through profit and loss where reliably measurable, with related deferred tax. FRS 105 uses cost less depreciation and impairment. Property developed for sale is inventory, not investment property. Classification affects reported profit, reserves and lender ratios.

Financing and securitisation SPVs

Loan notes, receivables, derivatives and transaction fees can require effective-interest, fair-value, impairment, derecognition and hedge accounting. Limited-recourse and waterfall arrangements must be reconciled. The parent should separately assess consolidation and off-balance-sheet treatment.

Related parties and shareholder loans

Reconcile every parent, shareholder and director balance. Agreements should support interest, fees, repayment and security. Related-party disclosure exemptions in individual accounts do not eliminate tax transfer-pricing, distributable-reserve or group-reporting requirements.

Going concern

Directors assess financing maturity, covenant compliance, cash-flow waterfalls, asset value, tenant or customer concentration and parent support. A company created to end after a project may use a basis other than going concern when appropriate; disclose the basis clearly.

Late-filing penalties

Private-company automatic penalties normally escalate with delay:

• Up to one month late: £150
• More than one and up to three months: £375
• More than three and up to six months: £750
• More than six months: £1,500

Penalties double where accounts are late in two successive financial years. Persistent default can lead to prosecution, strike-off and lender breaches.

Confirmation statement is separate

File it at least every 12 months, normally within 14 days after the review period. It confirms registered information such as office, directors, PSCs, share capital and SIC codes. It is not a substitute for accounts.

Annual filing calendar

1. Confirm period end and Companies House due date.
2. Close bank, asset, debt and related-party ledgers.
3. Obtain valuations and covenant calculations.
4. Assess framework, size and audit exemption.
5. Approve accounts and file before the deadline.
6. Pay Corporation Tax by nine months and one day.
7. File CT600 by 12 months.
8. File the confirmation statement separately.

Use official guidance on annual accounts and Company Tax Returns. Our SPV accounting guide covers recognition, consolidation and deferred tax.

Frequently asked questions

Does a dormant SPV file accounts?

Yes. It normally files dormant accounts and a confirmation statement.

Can an accountant sign for the director?

The board approves the accounts and a director signs the balance sheet; an accountant can prepare and submit them as agent.

Are accounts and CT600 due together?

No. Companies House, tax payment and CT600 deadlines are separate.

This guide is general information. Confirm the live due dates and financing requirements for the specific SPV.