Companies House Accounts Reform: What Changes From April 2028 for Property SPVs

Most developers running a portfolio through a group of SPVs have grown used to a simple annual routine: prepare full accounts internally, file a slimmed-down "abridged" or "filleted" version at Companies House, and keep turnover and margin out of public view. That routine is being retired. Companies House has now confirmed the accounts filing reforms under the Economic Crime and Corporate Transparency Act 2023 will apply from 1 April 2028, and while the timetable has slipped by a year, the substance of the change has not — every small company and micro-entity will need to prepare a fuller set of accounts than it does today, even if not all of it ends up on public display.

Why this follows on from director identity verification

This reform sits alongside, rather than instead of, the identity verification requirements we covered in our guide to Companies House identity verification for property SPV directors. Both changes come from the same piece of legislation and the same underlying aim: making the UK company register a more reliable source of information rather than a formality that can be filed and forgotten. Verification confirms who is behind a company; the accounts reform confirms what that company actually does financially. A developer running several SPVs should expect both obligations to land in the same filing cycle from 2028 onward, not treat them as separate, unrelated admin.

The headline change: software-only filing

From 1 April 2028, Companies House will close its web-based accounts filing service and stop accepting paper accounts altogether. Every company and LLP will have to file annual accounts, including dormant accounts, through commercial accounts-filing software, tagged in Inline eXtensible Business Reporting Language (iXBRL) format. For an SPV that currently has its accountant file directly through the Companies House WebFiling portal, this is mostly invisible — the software your accountant already uses to prepare the accounts will handle the submission. It matters more for a developer who has historically filed accounts themselves using the free web service for a dormant or low-activity holding company, since that route disappears entirely and a compliant software package, or an agent using one, becomes compulsory.

Abridged accounts are being scrapped, not just tightened

The bigger practical shift is the removal of abridged accounts as a filing option. Many property SPVs currently prepare full accounts for the directors and shareholders, then file an abridged balance sheet at Companies House that strips out the profit and loss account and most of the notes. From 1 April 2028, that option no longer exists. A small company will be required to file a balance sheet, a directors' report, a profit and loss account, and an auditor's report — unless the company is eligible for and has elected the audit exemption, in which case a new, strengthened directors' statement takes the auditor's report's place. A micro-entity follows the same broad shape with its own simplified formats, but the profit and loss account requirement applies to micro-entities too.

The relief buried in the reform: an opt-out from publication

This is the detail worth knowing, because the original 2023 proposals were more alarming for developers than where the rules have actually landed. Small companies and micro-entities will still have to file a profit and loss account with Companies House, but the current position allows them to elect not to have it published on the public register. In practice, that means the figures reach Companies House — and remain available to bodies such as HMRC and law enforcement — without necessarily becoming visible to a competing developer, a prospective purchaser doing pre-acquisition due diligence, or a landowner checking a bidder's numbers before entering an option agreement. This is a meaningfully softer outcome than full mandatory publication, and it is worth building into any group structuring conversation now rather than assuming the worst version of the reform is the one that will actually apply.

The new audit exemption statement

Almost every property SPV files accounts under one of the small company or micro-entity audit exemptions rather than commissioning a statutory audit. From 1 April 2028, that exemption has to be claimed more explicitly: the directors must include a statement on the balance sheet identifying which specific exemption is being relied upon — for example the small companies exemption under section 477 of the Companies Act 2006, or the exemption available to a subsidiary within a qualifying group — and confirming that the company meets the conditions for it. For a developer running a group of SPVs where some entities qualify under the general small company exemption and others rely on the subsidiary exemption because a parent guarantees their liabilities, this statement needs to be checked entity by entity rather than copied across the group, since getting it wrong risks the exemption itself being challenged.

Why this matters more for property SPVs than most small companies

Property development structures tend to use more, smaller companies than most sectors — a single-purpose vehicle per site or per phase is common, each with modest turnover but potentially significant profit on a completed and sold development. Two things follow from that:

• Group-wide software, not per-company workarounds. A developer with a dozen SPVs cannot rely on ad hoc web filing for the quieter entities once the web service closes; the whole group needs to sit on compliant software from the same date, which is a conversation worth having with your accountant well before 2028 rather than in the final quarter before it.
• The publication opt-out has to be made consciously, entity by entity. Where a group includes a trading SPV whose profit margin on a specific site would be commercially sensitive if visible to a landowner, contractor or joint venture partner negotiating the next deal, electing out of publication is not automatic — it has to be chosen and is expected to sit alongside the normal accounts filing process each year.

What to do before 2028

Nothing changes for accounts filed before 1 April 2028, so there is no reason to bring forward a filing or restructure anything immediately. The sensible preparation is procedural: confirm with your accountant that the software used to prepare and file your group's accounts will support the new iXBRL and profit and loss filing requirements when the time comes, review which audit exemption each SPV in the group actually relies on so the new statement can be drafted correctly rather than assumed, and flag now, for any entity where commercial sensitivity is a real concern, that the publication opt-out will need to be exercised deliberately each year rather than defaulted into. Companies House timetables have already slipped once on this reform; treating 2028 as a fixed date to work back from, rather than a distant deadline, is the more reliable approach given how these things tend to arrive faster than expected once the software and guidance catch up.

Common questions

When do the new Companies House accounts filing rules take effect?

Companies House has confirmed the reforms will apply to accounts filed on or after 1 April 2028, having been pushed back from an originally proposed start date of 1 April 2027. The extra lead time is intended to give companies, agents and software providers a full accounting year plus a further nine months to prepare before the changes bite.

Will a small property SPV have to publish its profit and loss account for everyone to see?

It will have to file one with Companies House, but not necessarily publish it. Small companies and micro-entities will be able to elect not to have their profit and loss account displayed on the public register, so the figures reach Companies House and remain available to law enforcement and other permitted bodies, without being visible to a competitor, tenant or prospective buyer searching the company online.

Can a property SPV still file abridged or filleted accounts after the reform?

No. The option to prepare and file abridged accounts is being removed entirely. From 1 April 2028, small companies must file a balance sheet, a directors' report, a profit and loss account, and an auditor's report unless the company is eligible for and has elected the audit exemption, in which case a strengthened directors' statement takes its place.

What is the new audit exemption statement Companies House will require?

Any company claiming an audit exemption will need to include a statement on the balance sheet, made by the directors, identifying which specific exemption is being relied on and confirming that the company qualifies for it. This replaces the more generic exemption wording many small property SPVs currently use.

This article is general information, not personal tax advice, and tax rules change. Your own position depends on facts we cannot see from here — please take advice before acting on anything above.

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