Companies House

4. Mr F complains that Companies House failed to provide him with a reasonable adjustment while he was filing his company accounts in early 2023. He complains Companies House staff failed to provide him with a satisfactory level of service by not telling him it had passed his complaint to the Independent Adjudicator in May 2023, nor did it tell him how he could pass on his own views to the IA.

5. As a result, Mr F says he has been caused distress, frustration and feels like Companies House made him feel like a second-class citizen and has not taken him seriously. He says he has also been unable to file his accounts.

6. In coming to us, Mr F would like Companies House to change its policy to ensure it adheres to the Equality Act when it deals with people who have disabilities. He would like Companies House to acknowledge its failures and poor staff conduct, and he would like compensation.

Administrative background

7. The Companies Act 2006 (the ‘2006 Act’) requires a company’s directors to:

• prepare, approve, and sign the company’s annual accounts and reports • circulate a copy of the accounts and reports to the members of the company • approve a set of accounts to be filed at Companies House.

8. The directors are required to send a copy of the approved accounts to Companies House for filing. Put simply, in law company directors are required to have already prepared and approved a set of completed accounts for registration before starting their filing journey with Companies House. The position in law is the same for all companies, whatever their size or trading status.

9. Depending on the complexity of the company’s affairs and the capacity of the director, professional advisors may or may not be engaged to prepare and deliver the statutory accounts. There is no obligation for directors to use a professional accountant; this is up to the individual director as to whether they wish to use professional services or submit their accounts themselves. Where professional advisors are engaged, the legal responsibility for delivery by the deadline remains with the director of the company.

Complaint background

10. In 2021 and 2022, Companies House had helped Mr F, who has dyslexia, file his company’s accounts. Staff completed a form for his accounts over the phone, they then sent them for his signature and he would return them back to Companies House for filing.

11. Companies House decided it could not do this again going forward.

12. On 5 January 2023, Mr F complained to Companies House that it had not complied with his reasonable adjustment request.

13. In response on 27 January, Companies House explained it had consulted with its legal adviser to consider his complaint. It explained the template (the form Mr F referred to) is not a statutory form, nor is it a legal requirement that dormant accounts be delivered for registration in that form.

14. It explained it is a blank template that customers can choose to use when they prepare their dormant accounts. It is only suitable for use with dormant accounts because of their simplicity. It explained that the availability of the template does not affect a director’s underlying duty to prepare and approve a compliant set of accounts for filing under the 2006 Act.

15. Companies House set out why it would not continue to assist Mr F over the phone going forward. It explained that although it had done this for him previously, this was an error. It apologised for the confusion this may have caused him.

16. On 28 February, unhappy with Companies House’s response, Mr F asked it to pass his complaint on to the Independent Adjudicator (IA). He maintained that Companies House had not complied with the Equality Act.

17. At the end of March, he followed his email up. He also asked again for an authentication code (needed to file accounts).

18. Companies House responded on 30 March. It explained section 20 of the Equality Act 2010 (the duty to make adjustments) and said the statutory duty to file is not a provision, criterion or practice imposed by Companies House. It is a requirement imposed by Parliament through the Companies Act 2006. Because it is not Companies House’s requirement, it did not consider it was required to offer to fill out company forms by way of reasonable adjustment.

19. It went on to explain that none of the services provided by Companies House whether a service required in law or one offered voluntarily, involves staff drafting the contents of a company’s filings on behalf of its directors. To require this would amount to engaging Companies House in the substantive role of company secretary, director, or – depending on the filing - accountant.

20. In addition, Companies House said it is under a legal duty to decide whether to register a document delivered for filing. It said that to ask Companies House to draft a document and then independently assess whether it should be registered gives rise to an inherent conflict of interest and would fundamentally alter the nature of the service provided. Finally, it told him it had sent the code to the company’s registered address.

21. Mr F asked again how to go to the IA and said he hadn’t received the code.

22. Companies House explained that as he has now completed tier three of its complaint process, the complaint can now go to the IA.

23. On 20 April, Mr F wrote to Companies House to explain he wants the code sending to an address he is at during the day (different address to registered office address). He explained he wanted to know when the IA receives his complaint and how to communicate with them.

24. On 2 May, Mr F wrote to Companies House to ask about the code and talked about the reasonable adjustment denial blocking him from using its service.

25. The same day, Companies House explained that the address he had given them to send the code was different from the business address, so that will explain why he had not received the code. It explained he needed to fill in a form to change the registered address and then it can send him the code. It explained it was in the process of collecting all the documents required for the IA investigation.

26. On 5 May Companies House confirmed it would pass his case to the IA as he has completed its complaints process.

27. On 15 June, the IA issued its report. The report set out the summary of complaint in terms of the reasonable adjustment request and the issues with Companies House sending a code. The IA did not find fault with Companies House’s explanations.

30. Before we decide if we should investigate a complaint in more detail, we look at whether there are signs the organisation concerned has got something wrong. We do this by comparing what should have happened with what did happen.

Reasonable adjustment request

31. Like the Independent Adjudicator, we have no remit to determine whether Companies House acted within the Equality Act. That would be for a court to decide. We can look at whether Companies House acted within our complaint standards when it responded to Mr F’s complaint.

32. Our complaint standards set out how organisations like Companies House should approach complaint handling. In line with this, Companies House should provide the complainant with a clear and balanced account of what happened, based on established facts. Each account compares what happened with what should have happened. It should give clear references to any relevant legislation, standards, policies, procedures or guidance, based on objective criteria.

33. Companies House provided Mr F with an explanation as to why it would no longer assist him in the way that it had previously done.

34. The IA said that in its view Companies House had provided a clear thorough and courteous response and referred to the relevant statutory provisions.

35. We agree. We think Companies House provided Mr F with an appropriate response to his complaint which was in line with our complaint standards. It explained what happened against what should have happened and cited relevant procedures and legislation. We acknowledge that Mr F is unhappy with the outcome and hope he has been able to find a suitable alternative solution to assist him with filing his accounts.

Complaint handling

36. Our complaint standards say that organisations clearly publicise and promote how service users can raise complaints in a range of ways that suits them and meets their specific needs. They should make it easy for everybody to understand how the process works. This includes being clear about who can make a complaint and what will happen next.

37. Organisations should make sure they tell people about their right to escalate a complaint to the next stage if they are not satisfied with the response at the end of the organisation’s complaint process. This includes escalating to any independent second tier complaint handler or to us.

38. Information available on Gov.uk shows Companies House’s complaint process. Companies House has a three-tier complaint handling procedure.

If a complainant is not happy with Companies House’s first response, a complainant can ask for a review at stage two. If still unhappy the head of operational delivery will provide a response at its stage three.

39. The website goes on to say that if a complainant remains unhappy at stage three, they can ask Companies House to refer the complaint to the Independent Adjudicator.

40. Mr F does not consider Companies House dealt with his complaint according to procedure. From the evidence he provided, we disagree. His complaint went through Companies House’s three stages. It then referred the complaint to the IA.

41. Mr F considers Companies House controlled and influenced the process in making a complaint to the IA.

42. The evidence Mr F provided shows that he repeatedly asked Companies House to take his complaint to the IA. He did this from the start of his complaint despite it not having been through Companies House’s complaint stages first. As we outline above, before Companies House could refer his case to the IA, Mr F needed to have been through all three stages of its internal complaints policy.

43. We do not consider Companies House staff controlled the process or tried to dissuade Mr F from going to the IA. It acted within its own complaint policy. That said, we think Companies House could have been clearer in explaining this to Mr F. We do not consider this to be so serious that it amounts to a failing, more of a shortfall in its explanations.

44. Mr F says Companies House referred his complaint to the IA on his behalf without his permission and did not allow him contact with the IA. From the evidence Mr F provided we can see that he repeatedly asked Companies House to escalate his complaint to the IA, so we cannot agree Companies House referred his complaint without his approval.

45. Companies House’s complaint process states it is Companies House who will refer the complaint to the IA. A complainant should ask Companies House to refer the complaint to the IA and the IA will then liaise with Companies House. The IA does not contact a complainant or provide a complainant with its details.

46. We consider therefore that Companies House followed its own internal complaints procedure. It referred Mr F’s complaints when it was appropriate to do so. It did not prevent Mr F from having direct contact with the IA because the IA would not have had contact with him as per the above states.

47. Furthermore, having looked at the IA report, we consider the IA has summarised the key issue, referred to Companies House’s responses as well as Mr F’s concerns and offered its insight proportionately.

48. We consider Companies House followed its internal complaint process, conducted a fair, thorough and proportionate investigation and explained its decision clearly. This was in line with our complaint standards.

49. We appreciate Mr F takes a different view on matters and we are sorry to hear that this has been so upsetting for him.

1. We have carefully considered Mr F’s complaint about Companies House. We have decided not to take further action because we have seen no indication that Companies House acted outside of our complaint standards. Companies House clearly explained the reasons why it would not be able to assist him over the phone with filing his accounts. It also followed its own complaint process.

2. We appreciate Mr F disagrees with Companies House, and indeed may disagree with us, but we are satisfied Companies House provided Mr F with an appropriate explanation, worked within its procedure and provided him with a good complaint service.

3. We acknowledge Mr F’s feeling on the matters and appreciate the distress he has experienced while has been trying to file his accounts and navigate the complaint process.