All limited companies and limited liability partnerships (LLPs) registered in the United Kingdom are obligated to submit a confirmation statement to Companies House (the registrar) at least once every 12 months, regardless of whether the business is dormant.

Introduced on 30 June 2016, the annual confirmation statement replaced the annual return but retains the same essential purpose in a more streamlined format.

Purpose of the confirmation statement

The purpose of the confirmation statement (Companies House form CS01) is to validate that the crucial company data registered at Companies House remains accurate as of a specified date. Starting from 5 March 2024, companies (including LLPs) are required to include a ‘statement of lawful purposes’ to affirm that their future intended activities will comply with the law.

If any information on record is incorrect or outdated when the confirmation statement is due, the company must update it before or concurrently with submitting the statement.

Compared to the annual return, the confirmation statement is simpler because it does not require re-entering previously submitted information if there have been no changes in the past 12 months.

If your company’s details remain unchanged and there are no updates to report, you only need to ‘check and confirm’ the information held at Companies House and submit the statement.

What to include in a confirmation statement

To complete a confirmation statement (Companies House form CS01), you simply verify that the information registered at Companies House is accurate and current at the time of submission. Key details to check and confirm (where applicable) include:

• Registered office address
• Single Alternative Inspection Location (SAIL address)
• Current company officers (directors, company secretary, LLP members)
• Location of the company’s statutory registers (at registered office, SAIL address, or at Companies House)
• Standard Industrial Classification (SIC) codes describing the company’s main business activities
• Names of each shareholder
• Details of shares held by each shareholder (class, quantity, and any transfers)
• Statement of capital, including:
  • Total number of issued shares
  • Aggregate nominal value of these shares
  • Aggregate amount unpaid on shares (nominal value or premium)
  • Specific rights attached to each share class
  • Total number of shares per class
  • Aggregate nominal value per share class
• Trading status of shares
• People with Significant Control (PSCs)
• Exemption from maintaining a PSC register
• From 5 March 2024, companies and LLPs must also provide a registered email address with their next confirmation statement. This email address is not publicly disclosed and is solely for use by Companies House. Subsequent statements must verify and confirm the accuracy of this email address.

By verifying and confirming these details, companies ensure the accuracy of their registered information maintained by Companies House.

Can I report changes using the confirmation statement?

You can report certain changes to your company data on the confirmation statement, just like you could with the annual return. The information you can update includes the following:

• SIC codes
• Shareholder details
• Statement of capital
• Trading status of shares
• Exemption from keeping a PSC register

All other information (such as amendments to officers’ details, PSCs, and the registered office) must be reported separately using the relevant Companies House form. You can file these forms and update the required information prior to, or at the same time as, filing your statement.

Confirmation statement filing deadline

To comply with filing requirements, you must submit a confirmation statement at least once annually. Your review period begins on either the date of company formation or the ‘statement date’ of the previous confirmation statement. It concludes the day before:

• the anniversary of company formation, or
• the statement date of the previous confirmation statement

The statement date is when you confirm that the company information at Companies House is accurate.

Example:

• You establish a company on 1 May 2024.
• Your 12-month review period starts on 1 May 2024 and ends on 30 April 2025.
• The statement date for your confirmation statement is 30 April 2025.
• The filing deadline is 14 days later, on 14 May 2025.

Who is responsible for filing a confirmation statement?

Directors bear the legal obligation to ensure all statutory documents, including confirmation statements, are filed with Companies House punctually, even if these duties are delegated to a company secretary. In an LLP, designated members hold responsibility for submitting confirmation statements.

Neglecting to deliver a confirmation statement constitutes a criminal offense and carries severe repercussions for the company and its officers. The registrar retains the authority to initiate company or LLP dissolution proceedings and may pursue disqualification or prosecution of directors or designated LLP members.

What if I don’t have any changes to report?

Even if there are no updates to report, it remains mandatory to file a confirmation statement to inform Companies House that your company details are accurate. This is the primary purpose of submitting the statement.

How do I file a confirmation statement?

Confirmation statements can be submitted to Companies House using one of three methods:

1. By post using form CS01 (or form LL CS01 for LLPs).
2. Online via WebFiling.
3. Online through a company formation agent.

Filing online is recommended due to its speed, cost-effectiveness, and the convenience of built-in checks and pre-filled data, which streamline the process significantly. At HopeTex, we offer an online Confirmation Statement Service starting at £49.99 (plus VAT).

Unlike the annual return, you are only charged once per year to submit a confirmation statement, regardless of how many times you update your company details within the 12-month review period. This allows you to make updates as needed without additional charges.

Difference between annual confirmation statement and annual accounts

Both the annual confirmation statement and annual accounts are required once per year, but they serve distinct purposes:

1. Annual Confirmation Statement:
   • Purpose: Confirms key internal details about the structure of a limited company or LLP on a specific date.
   • Filing Requirement: Must be submitted to Companies House at least once every 12 months.
   • Content: Verifies information such as registered office address, company officers, shareholders, etc.
2. Annual Accounts:
   • Purpose: Shows the financial performance and activities of a company throughout the previous year.
   • Filing Requirement: A copy must be provided to members of the company, Companies House, and HMRC.
   • Content: Includes financial statements such as balance sheet, profit and loss account, notes to the accounts, and director’s report.

While both filings are annual obligations, the confirmation statement focuses on company structure and governance details, whereas annual accounts detail financial performance and position. Each serves a crucial role in maintaining transparency and compliance for the company.

Confirmation statements for dormant companies

All private limited companies (and LLPs), regardless of their trading status—whether dormant or active—are required to submit a confirmation statement to Companies House annually.

Even if a company is not actively trading, internal structural details may still change. Therefore, it is necessary to verify and confirm that the information held by Companies House is accurate as of a specified date each year. This ensures that the public register reflects the most current and correct information about the company’s structure and governance.

What happens if I forget to file a confirmation statement?

If you fail to file a confirmation statement by the deadline, it’s crucial to submit it as soon as possible.

While there is no monetary penalty for late filing, not delivering the statement constitutes a criminal offence. To mitigate serious repercussions, it’s essential to file the confirmation statement promptly upon realization of the oversight.

Failure to comply could lead to your company being struck off and dissolved, as Companies House may assume it is no longer operational. In such a scenario, the company’s assets would transfer to the Crown, and company officers or LLP members might face prosecution. Thus, timely submission of the confirmation statement is imperative to maintain the company’s legal standing and avoid severe consequences.

Sign up for email reminders

Companies House sends a reminder to your registered office ahead of your filing deadline, providing all necessary details.

To stay informed and ensure timely submission of your confirmation statements, it’s advisable to sign up for email reminders directly from Companies House. This proactive step helps you stay organized and compliant with your filing obligations.