In our blog post, we address the significant implications of filing a confirmation statement late for a limited company. We offer comprehensive guidance on the process of filing a confirmation statement, strategies to prevent missing the deadline, and the potential repercussions of failing to meet this annual filing requirement.

While it is crucial to submit your confirmation statement punctually, it is understandable that this legal obligation can sometimes slip through the cracks. Fortunately, Companies House does not impose automatic financial penalties for missing the deadline. However, it is imperative to rectify this promptly by filing your statement as soon as possible to avoid any further complications.

What is a confirmation statement?

A confirmation statement, formally known as an annual return (documented as form CS01), is a mandatory filing required by Companies House for all companies and LLPs, regardless of whether they are dormant or non-trading. This statement must be submitted at least once every 12 months, covering what is known as the ‘review period’.

The primary purpose of the confirmation statement is to verify and ensure that Companies House maintains accurate information about your company. Even if there have been no changes to your company’s details during the review period, it is still necessary to file a confirmation statement to confirm the accuracy of the information held by Companies House.

Starting from 5th March 2024, all companies and LLPs are additionally required to confirm on each statement that their intended future activities will comply with the law. This new requirement is referred to as a ‘statement of lawful purposes’.

Filing the confirmation statement on time is crucial to maintaining compliance and ensuring that your company’s records are up to date with Companies House.

What is the deadline for filing a confirmation statement?

The deadline for submitting a confirmation statement is 14 days after the end of your 12-month review period. The review period begins on either:

• the date your company was incorporated, or
• the ‘statement date’ (or ‘due date’) of your last confirmation statement.

The statement date, which you must specify on the confirmation statement form (CS01), signifies the date when you confirm that all information held at Companies House is accurate and current. The details confirmed, along with any updates made on the statement, should accurately reflect the company’s status as of the statement date.

It is crucial to deliver your confirmation statement no later than 14 days after the statement date. Submitting the confirmation statement after this deadline will result in it being classified as late.

It’s possible to file a confirmation statement early at any time during your 12-month review period. By doing so, you automatically initiate a new 12-month review period. This means your next confirmation statement will be due 12 months after the date you filed the previous statement.

Filing early can be advantageous if you need to promptly update Companies House with changes such as alterations to share capital or shareholder details, ensuring the public register reflects these updates without delay.

Examples:

1. Company A:

• Incorporated on 1 April 2024.
• Review period: 1 April 2024 to 31 March 2025.
• Statement date: 31 March 2025.
• Filing deadline: 14 April 2025.

1. Company B:

• Formed on 1 April 2024.
• Review period: 1 April 2024 to 31 March 2025.
• The company submits an early confirmation statement on 1 January 2025.
• New review period: 1 January 2025 to 31 December 2025.
• Next statement date: 31 December 2025.
• Filing deadline: 14 January 2026.

To find your company’s confirmation statement date and filing deadline:

• Visit the Companies House service.
• Enter your company name in the search bar and select it from the results.
• Under the ‘Overview’ tab, locate the ‘confirmation statement’ section at the bottom right of the page. This section will display your next statement date and filing deadline.

Note: Filing a confirmation statement late does not reset the 12-month review period. Unlike an early submission, filing late does not affect the review period duration.

What happens if I file a confirmation statement late?

The absence of automatic financial penalties for missing your confirmation statement deadline may sound reassuring, but there are still significant consequences to consider.

Typically, Companies House will issue an automatic warning urging you to promptly submit the overdue confirmation statement. It’s crucial to take immediate action and file it without delay. Why? Because failure to comply can lead to your company being struck off the register, effectively closing it down and preventing further trading activities.

Failing to file a confirmation statement on time and disregarding warnings from Companies House can lead to severe consequences, including criminal charges. Under the Companies Act 2006, both the company and its officers may face prosecution, potentially resulting in fines of up to £5,000.

The ramifications of a late confirmation statement can be significant, making it imperative to always strive to submit it punctually. It’s advisable to maintain your own system of filing reminders and not rely solely on notifications from Companies House to ensure compliance. This proactive approach helps safeguard your company’s standing and avoids the serious penalties associated with non-compliance.

How should a late confirmation statement be filed?

When filing a confirmation statement, whether it’s on time or late, you should follow the same standard process:

1. Check Company Details: Use the online company information service provided by Companies House to review your current company details.
2. Update Company Details: If any company details are outdated or incorrect, update them using the Companies House WebFiling service.
3. Provide Details of Changes: Include any updates to:

• Directors and company secretaries
• People with significant control (PSCs)
• Registered office address
• Standard Industrial Classification (SIC) codes
• Statement of capital
• Trading status of shares
• Exemption from keeping a PSC register and shareholder information

1. Pay Annual Fee: The fee for filing a confirmation statement is £34.00 if submitted online or £62.00 if filed by post. This fee covers each 12-month payment period, beginning from the date of payment. Note that this payment period may differ from the review period (details below).

It’s important to maintain accuracy and timeliness in filing your confirmation statement to ensure compliance with Companies House requirements. Even if the statement is late, following these steps promptly can help mitigate any further issues or penalties.

How can I avoid a late confirmation statement?

To avoid missing the filing deadline for your confirmation statement, consider these proactive steps and services:

1. 1st Formations’ Confirmation Statement Service: Utilize this service for £49.99 annually, where a company expert will prepare and file the confirmation statement on your behalf. You’ll receive annual reminders after registering for the service, ensuring timely submission without hassle.
2. Early Submission: File your confirmation statement earlier in the review period to prevent last-minute rush and potential delays.
3. Companies House Email Reminder Service: Sign up for this service to receive timely notifications of your confirmation statement due date directly from Companies House.

Submitting your confirmation statement promptly and accurately is crucial to maintaining compliance with Companies House regulations. It allows you to update important company details like principal business activities, SIC codes, statement of capital, trading status of shares, and exemptions from keeping a PSC register. Note that certain changes, such as those related to the registered office address, SAIL address, PSC details, directors, company secretary, and registered email address, must be reported separately to Companies House before being confirmed on the statement. This proactive approach ensures that your company’s records remain up to date and compliant at all times.

What is the payment period for a confirmation statement?

Here’s a breakdown of the payment process for confirmation statement filings with Companies House:

1. Annual Fee Payment Period:

• For newly formed companies, the payment period starts from the company’s incorporation date and lasts for 12 months.
• For established companies, the payment period begins from the date of the last payment made for the annual fee and also spans 12 months.

1. Submitting Confirmation Statements:

• You can file multiple confirmation statements within each payment period covered by the annual fee.
• The annual fee only needs to be paid with the first confirmation statement submitted in each payment period.

Example:
Company ABC is registered on 1 January 2024.

• Payment Period: From 1 January 2024 to 31 December 2024.
• The company files its first confirmation statement early on 30 September 2024 and pays the annual fee for this payment period.
• A second confirmation statement is submitted on 1 December 2024, and no additional fee is required as it falls within the same payment period.
• The next confirmation statement is filed on 5 January 2025, necessitating the payment of the annual fee again for the new payment period starting from this date.

This system ensures that companies maintain their filing obligations efficiently while managing their financial responsibilities to Companies House. If you have any questions or need further clarification, feel free to ask in the comments section below.