Companies House

6. Mr P complains CH has not taken any action to change the incorrect information it holds for the 2022 and 2023 accounts of the UK company (the Company) who employs him.

7. Mr P also complains that CH did not employ an independent expert to look at the case.

8. He complains DBT did not take any action to ensure CH investigated his complaint about the Company.

9. As a result of the incorrect inclusion of the provision in the Company’s accounts, it is not obliged to pay Mr P the money it owes him.

10. Mr P would like CH and/or DBT to take action so the money due to him is released. Specifically he would like CH to: • correct the accounts for 2022 and 2023 • ensure that the provision is removed from the Company’s accounts for 2024.

11. If CH and/or DBT cannot take action to remove the provision, he would like a clear explanation from each organisation of its role and responsibilities so that he can understand why this is the case.

12. DBT is a government department. Its role is to support economic growth by helping businesses invest, develop and export.

13. CH is one of the 19 executive agencies and public bodies which deliver DBT’S functions.

14. CH holds the United Kingdom’s Register of Companies (the Register) and the Register of Overseas Entities. It is responsible for: • incorporating and dissolving limited companies • the registration of company information • making company information available for public inspection.

• 15. The Registrar has overall responsibility for the Register.

16. Mr P is employed by the Company who has UK headquarters in France. He lives in France and works for the French branch of the Company.

17. CH publishes the Company’s accounts every year.

18. Mr P says that in 2022 and 2023 the Company’s published accounts included a provision. This is at note 20 in the report that Mr P has shared with us.

19. A provision is an entry in a set of accounts which represents funds put aside by a company to cover anticipated losses in the future.

20. Mr P refers to the Financial Reporting Council (FRC) which regulates auditors and accountants. The FRS 102 is a single financial reporting standard (the FRS) which applies to general purpose financial statements. Section 21 applies to provisions.

21. Section 21 explains that a provision is an entry in a company’s accounts which shows that it likely owes a sum of money due to a past event such as a legal claim which has not yet been decided. It says a company must be likely to be liable for the payment and also be able to reasonably estimate how much this will be.

22. Note 20 in the Company’s accounts refers to a provision of approximately £2000. It explains this is the amount of money the Company is likely to have to pay once an ongoing legal case in France has reached its final judgement. It says the Company is still appealing the most recent decision. The figure relating to the provision is also set out in the balance sheet in the accounts.

23. Mr P says the legal case relates to money the Company owes to him. He says the information on note 20 is not correct since the Company submitted its appeal three years ago and has exhausted its appeal rights. He explains he has confirmation from the French court that the ruling is confirmed. He has shared documents with us that appear to indicate this is the case and there is no pending appeal. He says he has not provided this to CH because it did not ask him for it.

24. He is concerned the Company has deliberately said the appeal process is still ongoing so it can keep the provision in its account statement and avoid making this payment to him

25. In May 2024, Mr P complained to CH that the Company had filed fraudulent accounts to CH and explained why he considered this to be the case. He did not receive a response.

26. In July 2024, he complained to DBT that CH had not responded to his complaint. DBT told Mr P that CH is ultimately responsible for dealing with complaints about the contents of any limited company’s accounts. However it had looked at his concerns and said: • the Company had correctly provided for the provision in note 20 and disclosed it in the balance sheet and as such had acted in line with the FRS • CH does not have enough evidence to question the accuracy of the accounts and reports with the Company and has no reason to believe the Company’s auditors have not considered the provision in note 20 • Mr P could consider making a complaint about the auditors to the FRC.

27. In August 2024, Mr P followed up his complaint with the DBT. After some further correspondence it agreed to review his decision but did not change its earlier advice to him.

28. CH referred Mr P to DBT’s final decision and in June 2025 told him it would not take any further action.

CH’s response

32. Mr P believes CH should have taken action to investigate and resolve the discrepancies he reported about the Company’s accounts.

33. We have reviewed the relevant guidance and standards to establish what should have happened in this case.

34. CH service information says: • CH only carries out basic checks on documents it receives to make sure all the necessary documents are present for the correct financial year and that they have been signed • CH does not have any statutory power to validate the accuracy of the information companies provide • the fact information is available on its public records does not indicate CH has verified it.

35. CH service information explains what happens if someone complains that the accounts on the public record do not comply with the Companies Act 2006n some way. The Companies Act 2006 is the primary legislation governing company law in the UK and regulates the formation and dissolution of companies and financial reporting. In this case, CH has a duty to advise the company accordingly and, if appropriate, ask for a set of revised accounts which do comply with the requirements.

36. The Economic Crime and Corporate Transparency Act on 4 March 2024 (the Act) came into force shortly before Mr P first contacted CH in May 2024.

37. The Act requires CH to promote new statutory objectives whilst performing its functions. It also provided CH with new powers to enable it to meet these objectives. Some of these powers relate to investigation and specifically give CH greater capacity to query and challenge, or in some cases remove information that appears to be incorrect or inconsistent with information it already holds.

38. Both the new statutory objectives and powers are set out in CH: Guidance: CH Enforcement policy, 27 September 2024 (the Guidance).

39. Although CH implemented the Guidance after Mr P’s first complaint to the organisation, it was in place at the time CH agreed to consider whether it should carry out an investigation in February 2025.

40. The objectives set out in the Guidance include that CH should ensure: • information contained in the register is accurate and that the register contains everything it ought to contain • records kept by the Registrar do not create a false or misleading impression to members of the public • companies and others are prevented from carrying out unlawful activities. y plan for Companies House 41. CH has further explained to us that when it receives a technical complaint, a caseworker will consider the contents and nature of the complaint, along with any supporting documentation. The caseworker will review the relevant information on the register and decide whether the complaint has merit and warrants further investigation. This might include writing to the company to seek an explanation.

42. CH explains it will only write to a company when it requires clarification or revision to ensure the accounts on the public register show a true and fair view and comply with the FRS. This is also now required to comply with its objectives under the Act.

43. We have looked at what happened when Mr P contacted CH about his concerns.

44. CH tells us that it a forensic accountant reviewed all the evidence Mr P submitted. It describes the amount of evidence as ‘substantial’ and says this included court documents. It does not provide any specific detail about the content of the court documents.

45. From the review, CH decided the Company had clearly and appropriately disclosed the sum of money in Mr P’s complaint in line with the FRS. This was because it had included the amount in the balance sheet and in note 20.

46. CH also noted an auditor had carried out a statutory review of the Company’s accounts.

47. A statutory review is a legally required, independent examination of a company's annual financial statements. An auditor, who carries out the review, is an independent professional who verifies the statements are accurate, compliant with accounting standards, and present a true and fair view of the business's financial position.

48. In this case the statutory review would have examined the Company’s inclusion of the provision in note 20 and any supporting evidence. The auditor had not raised any concerns.

49. As such CH concluded there was no basis to require the company to file a revised set of accounts.

50. We recognise CH’s decision not to take further action in this case was not the outcome Mr P was seeking. We understand that he believes that the Company’s accounts are not correct because it has incorrectly stated in note 20 that the legal ruling is still pending.

51. We have considered CH’s decision making in this case and after reviewing the available evidence we do not see any indications of maladministration here. This is because: • in line with the CH service information, CH has discretion to decide whether to obtain new accounts from a company if it has received a complaint about a discrepancy • it made the decision not to do so because after reviewing all of the relevant evidence in the register and from Mr P, it has not seen any indication the provision did not comply with FRS requirements • it used an internal forensic accountant to look at Mr P’s concerns • it supported its decision as a statutory review of the Company’s accounts had not identified any issues • it has also complied with its responsibilities under the Act since it had not identified any evidence which was inconsistent with other information held by or available to the registrar.

Independent expert 52. Mr P says CH did not agree to his request that it should employ an external independent expert to review his concerns.

53. CH’s complaints procedure has two stages. If the complainant is not happy with the outcome at tier one, they can ask CH to review their complaint at the second tier of the process. The second tier decision is final. If the complainant disagrees with the second tier decision, they can ask CH’s independent adjudicators to look at the case. These are independent of CH and primarily investigate service levels, mistakes, and handling processes rather than providing technical advisory expertise.

54. This did not happen in this case because Mr P did not request it.

55. There is nothing in the complaints procedure which says CH should use an external independent expert. We have referred above to its use of an internal forensic accountant to examine the Company’s accounts and Mr P’s evidence. We consider it has done enough to assess Mr P’s concerns in line with CH Service Information, the Guidance and the Act and do not find any indications of failings here.

DBT response

56. Mr P believes that DBT failed to properly investigate his complaint about CH.

57. We have looked at DBT’s complaint procedure. It says that it can only look at complaints about a service which DBT and its staff provide. It explains that if someone has a complaint about an agency or public body with whom DBT works, they should contact the agency or public body directly and go through their complaints procedure.

58. DBT contacted CH on Mr P’s behalf and provided him with an explanation of its decision not to investigate his concerns. We are pleased to see it provided Mr P with this information. However in line with its complaint procedure we would not expect it to investigate CH’s decision.

59. As such we have not seen any indications of failings here.

60. We understand that Mr P has been frustrated by what has happened here. We hope our consideration reassures him that CH and DBT have acted within the relevant guidance and standards.

1. We have carefully considered Mr P’s complaint about Companies House (CH) and the Department for Business and Trade (DBT).

2. We are sorry to hear about the difficulties he has experienced and understand these have been an issue for some time.

3. Having reviewed the available evidence, we have not seen any indications of failings in CH’s response to the information Mr P provided about his employer’s account records.

4. We also have not seen any indications of failings in DBT’s response to his complaint about CH.

5. As such we do not intend to take any further action. We have explained our thinking in more detail below.