Sheriff Appeal Court refuses Alloa company’s ‘spurious’ appeal against late filing penalties

About this case:

• Citation:
  [2026] SAC (Civ) 42
• Judgment:
  External link
• Court:
  Sheriff Appeal Court
• Judge:
  Sheriff Principal Gillian A Wade KC

The appellant company disputed penalties levied on it by the Registrar of Companies for Scotland after it failed to lodge accounts timeously. After the sheriff granted decree for the Registrar, the appellant raised five grounds of appeal before the Sheriff Appeal Court.

The appeal was heard by Sheriff Principal Gillian Wade KC, with Ian Ross appearing for the appellant as a lay representative and David Taylor for the respondent.

Late filing penalties

The appellant, a limited company based in Alloa, became subject to late filing penalties under section 453 of the Companies Act 2006 after it failed to lodge timeous accounts. Its failure to pay those penalties led the Registrar of Companies for Scotland to write to the company in April 2025, intimating that continued non-payment would result in the initiation of court action.

A simple procedure claim for £1386.90 was subsequently served on the appellant. The company’s sole director, Mr Ian Ross, returned a response form denying that the amount claimed was due. The Registrar had advised him, he said, that the maximum penalty for late service was £375. In response, the Registrar lodged further evidence showing that the amount claimed related to penalties for late filings in three consecutive years.

After the case was paused to allow the Registrar to make further investigations, an additional orders application was lodged by the Registrar in March 2026. It requested that the court “restart the action and proceed to grant Decision” in the amount originally claimed. In response to the question ‘Should the court make these orders?’ posed on the appellant’s reply form, Mr Ross responded ‘Yes’ and provided no further narrative. The sheriff granted decree for the Registrar. The appellant had, at least apparently, agreed to the orders sought and had not, in any case, advanced a relevant defence against the Registrar’s claim.

Despite that seemingly amicable resolution to the proceedings, the appellant lodged five grounds of appeal against the sheriff’s decision to grant decree. The sheriff posed two questions to the Sheriff Appeal Court; namely, whether he had erred in granting decree without a hearing and whether the court had jurisdiction to hear the claim as stated. The appellant’s failure to lodge submissions notwithstanding, the appeal fell to be addressed by the Sheriff Appeal Court.

Penalties essentially matter of strict liability

Sheriff Principal Gillan Wade KC began her decision by noting: “The appellant’s grounds of appeal make various assertions of fact and law without any further explanation or authority. Most of the arguments were not advanced at first instance and cannot be considered on appeal. In any event they are without merit … [I]t is not clear on what basis it is suggested that Alloa Sheriff Court did not have jurisdiction. The appellant lodged his response form without issue and the implication to be drawn form [sic] that is that he submitted to the court’s jurisdiction. The appellant company is based in Alloa therefore Alloa Sheriff Court has jurisdiction.”

Continuing to address the appellant’s submission that the sheriff ought to have convened a hearing, she added: “Importantly [the sheriff] was of the view that the appellant was in agreement to the orders sought because that box was ticked in the reply without further explanation or narrative. The appellant has not provided any response to the submissions lodged by the respondent anent the basis of liability and standing the statutory framework none would appear to exist. As the sheriff observes in his report this is essentially a matter of strict liability … The appellant does not explain how a further hearing would have changed the inevitable outcome for him.”

Weighing the procedural imperatives at play in the action, Sheriff Principal Wade continued: “The principles of simple procedure enable and encourage the sheriff to decide matters as quickly as possible with the least expense to parties. Rule 9.5 states how the court will deal with an additional orders application. One option stated at 9.5(2)(a) is to grant the additional orders application, or part of it, and give written orders to the parties. That is precisely what the sheriff did in this case. Furthermore where, as here, there is no apparent defence to the claim the sheriff’s powers are extensive. Rule 1.8(11A) provides that if a response, or part of a response, obviously has no real prospect of success, the sheriff may decide the case, or that part of it, at any time.”

Concluding her decision, she added: “This appeal is entirely without merit. The appellant has not provided submissions in support of his position despite being ordained to do so. The result is that [the Registrar] has devoted considerable time and effort to preparing further submissions to respond to an appeal which is nothing short of spurious. Court time has been unnecessarily taken up considering an appeal which is ill conceived.”

The appeal was accordingly refused, with expenses awarded against the appellant.