As the name suggests, the purpose of an annual “confirmation statement” is to confirm that the details held by Companies House on your company are correct. It is a statutory requirement that all limited companies and limited liability partnerships (LLPs) file a confirmation statement with Companies House annually. This applies to both active and dormant companies alike. If any details of your company have changed, you will need to provide up-to-date information. In this article, we will explain everything you need to know about filing a confirmation statement with Companies House.
What does the law say about confirmation statements?
Under the Companies Act 2006, all public and private companies must deliver a confirmation statement to the Registrar of Companies confirming the information they hold is correct. Section 853A(1) of the Companies Act 2006 states:
“Duty to deliver confirmation statements
(1)Every company must, before the end of the period of 14 days after the end of each review period, deliver to the registrar—
(a)such information as is necessary to ensure that the company is able to make the statement referred to in paragraph (b), and
(b)a statement (a “confirmation statement”) confirming that all information required to be delivered by the company to the registrar in relation to the confirmation period concerned under any duty mentioned in subsection (2) either—
(i)has been delivered, or
(ii)is being delivered at the same time as the confirmation statement.”
The law requires that confirmation statements must be filed within the required deadline. The deadline for filing is no more than 14 days after the end of 12 month “review period”. Failure to do so is a criminal offence under the Companies Act 2006.
When is my confirmation statement review period?
Your 12-month confirmation statement review period commences on the following:
- the date of your company’s formation, or
- the “statement date” of your last confirmation statement
For example, if your company was incorporated on 1st June 2022, your review period will run from that date until 31st May 2023. You will then have 14 days to file your confirmation statement. This is less than the 28-day period that applied to annual returns prior to 30th June 2016, when confirmation statements were introduced.
The idea of the rolling 12-month review period is to enable companies to combine making a confirmation statement with other filings at any point during the year.
The Companies Act 2006 also confirms that “For the purpose of making a confirmation statement, a company is entitled to assume that any information has been properly delivered to the registrar if it has been delivered within the period of 5 days ending with the date on which the statement is delivered”.
Can I file a confirmation statement early?
In some cases, you may wish to prepare and file a confirmation statement before the annual deadline. There is nothing to stop you from filing a confirmation statement at any time throughout your review period. It is important to bear in mind, however, that if you file early, your annual 12-month review period will change in line with the date of filing. For example, if you decide to file a confirmation statement early on 15th April 2023, your next review period will end on 14th April 2024.
Notifying Companies House of changes
The confirmation statement confirms that all information required has been delivered or is being delivered with the statement. You have a legal duty to notify Companies House of certain changes separately using the correct form either before or at the same time as filing your confirmation statement, including (please note this list is not exhaustive):
- A change of registered office
- Changes to directors or company secretaries, including to residential addresses
- Changes in the persons with significant control (PSCs) and any changes to the PSC register, and
- A change of SAIL address
In addition, you will need to deliver details of certain changes at the same time that you file your confirmation statement, including.
- Changes to principal business activities (i.e. SIC codes)
- Statement of capital – including the total number of issued shares of the company, the aggregate nominal value of shares, and the aggregate amount (if any) unpaid on those shares. In addition, for each class of shares, the prescribed particulars of the rights attached to the shares, the total number of issued shares of that class and the aggregate nominal value of those shares.
- Trading status of shares – a trading status statement (Part 3 of Form CS01) confirming whether or not any of the company’s shares were admitted to trading on a market established under the rules of a UK-recognised investment exchange or any other UK-regulated market or EU-regulated market.
- Shareholder information – shareholder names and the shares held (including class, quantity and details of transfers)
- Registered office address
- Single Alternative Inspection Location (SAIL address)
- People with Significant Control (PSCs)
- Exemption from keeping a PSC register
- The location of any company statutory registers
Who is responsible for filing confirmation statements?
As a director of a limited company, you are legally responsible for ensuring that all statutory documents are properly filed with Companies House. For LLPs, it is designated members who are responsible for the filing of statutory documents. This legal obligation applies even if you delegate the preparation and filing of such documents to another party (e.g. a company secretary).
Completing Companies House Form CS01
When preparing your annual confirmation statement, you must complete the Companies house Form CS01. This can be done using the online WebFiling service or using a paper-based version. Even if there have been no changes to the information held by Companies House in relation to your company, you must still submit a confirmation statement. By doing so, you are confirming that the details held are correct.
Form CS01 is made up of two pages, including:
- Company details
- Confirmation date
- Confirmation statement and signature – the confirmation statement includes the words “I confirm that all information required to be delivered by the company pursuant to section 853A(1)(a) of the Companies Act 2006 in relation to the confirmation period ending on the confirmation date above either has been delivered or is being delivered with this statement”, and
- Details of the person presenting the form
The annual confirmation statement filing fee is currently £13 (if done online) or £40 if using a paper form. Note: the confirmation statement filing fee is only payable once each year, meaning you can file as many as you like without paying additional fees during that period.
You may also need to complete and return additional forms if you are supplying certain information for the first time or if there have been changes to any of the following:
- Principal business activities or standard industrial classification (SIC) – use form CS01: Part 1 change your standard industrial classification (SIC) code
- Statement of capital – use form CS01 Part 2: change your statement of capital
- Trading status of shares and exemption from keeping a register of people with significant control (PSC) – use form CS01 Part 3: change your trading status of shares or exemption from keeping a PSC register, and
- Shareholder information – use form CS01 Part 4: change your shareholder information
You can also use the paper version of form CS01 to restore your company to the Companies House register. If doing so, you will also need to provide the statement date that was due before your company was struck off.
What happens if I do not file a confirmation statement on time?
If your company does not deliver a confirmation statement to Companies House within the deadline, an offence is committed by:
- The company
- Every director and secretary, unless they can demonstrate they took all reasonable steps to avoid the offence being committed or from being continued
- Every other officer of the company who is in default, and
- Shadow directors
Section 853L(2) of the Companies Act 2006 states that failure to deliver a confirmation statement gives rise to a fine and a daily default fine for continued contravention. Additional action may also be taken, including striking the company or LLP from the register and disqualifying or prosecuting the directors or designated LLP members.
As a company director, it is imperative that you make arrangements for the preparation and filing of a confirmation statement each year. Even if you have no changes to report to Companies House, you will still need to ensure that a confirmation statement is delivered within 14 days of the end of your review period. Doing so will ensure that you remain compliant with the law and that all information held by the Registrar is accurate and complete.
Uniwide Formations can handle all of your confirmation statement filing requirements. By using our full service or DIY Confirmation Statement Service, you can be assured that your confirmation statement will be prepared and filed with Companies House to the highest standards.