The High Court has quashed District Court orders that gave Greenay Limited and Kitchen Innovations Limited a second extension to file annual returns, ruling that the District Court had no jurisdiction to make them under the Companies Act 2014.
In a judgment delivered on 15 January 2025, Mr Justice Heslin held that section 343(5) permits only one extension for a particular return period. The District Court could not use its general power under Order 39, rule 5 of the District Court Rules to extend a deadline set by statute.
Both companies had received an initial extension but missed the extended filing deadlines. Greenay applied again in November 2023 and obtained a further 48 hours on 5 December. Kitchen Innovations applied again in September 2023 and, on 7 November, obtained an extension to 16 December for its return for the year ended 30 April 2022. The companies then delivered returns under those orders, and the Registrar registered them.
The Registrar had objected to the second applications, arguing that the District Court lacked jurisdiction. The judge said the companies were on notice of that position but nonetheless pursued the applications. At the High Court hearing, both accepted that the District Court lacked jurisdiction to grant the second extensions. The judgment also recorded that there was no suggestion the companies or their representatives had acted other than in good faith.
The companies argued that the Registrar was precluded from challenging the orders after accepting and registering the returns, and that the High Court should refuse or limit relief. The judge rejected those arguments. He found the Registrar had been required to comply with the orders while they remained valid on their face and had not acquiesced in the second extensions. The returns’ registration followed from the orders and could be undone without practical difficulty or demonstrated third-party reliance.
The court granted the relief sought in both judicial-review cases: it quashed the second-extension orders and directed that the returns delivered under them be treated as not validly made. The judgment says the Registrar is entitled to seek the statutory consequences of late filing; it does not itself determine what further enforcement action will follow.
The judge’s preliminary view was that the Registrar should receive its costs. He invited the parties to submit an agreed draft order and directed short written submissions by 31 January 2025 if they could not agree.