As unglamorous as it may seem, the most successful companies in the UK all follow strict administrative, accounting, and compliance processes to ensure the continuity of their day to day operations and adherence to legal requirements. Each year, companies are required to file a range of documents with Companies House and HMRC, with a greater number of requirements being placed on larger companies. One of the principle filing requirements relates to a company’s “confirmation Statement“. Here we will outline the purpose of a confirmation statement, what happens if your confirmation statement is overdue, and how you can avoid late submission of your confirmation statement.
What is a ‘confirmation statement’?
All companies in the UK are legally required to adhere to the provisions contained in the Companies Act 2006 (CA 2006), including filing a confirmation statement each year. Section 853A(1) of the CA 2006 states:
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“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—
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(i)has been delivered, or
(ii)is being delivered at the same time as the confirmation statement”.
By filing a confirmation statement, you are advising Companies House that the information they hold on your company is correct and up to date. Confirmation statements must be filed at least once a year, however, some companies choose to provide updates on a more frequent basis.
Although a Confirmation Statement can be filed through the Companies House ‘Web Filing’ tool, many prefer to do this instead through a Confirmation Statement Service provided by a professional company formation agency, such as ours. This helps to ensure that this filing is done correctly.
Our Confirmation Statement service can be used to submit your company’s confirmation statement (formerly known as an annual return), accounting reference date, changes to directors/secretaries, and other key changes. Depending on the nature of the changes required, these must be made either before submitting the confirmation statement or when submitting the confirmation statement. Amendments to directors and secretaries, people with significant control (PSC), and the company’s registered office address must be made before filing the confirmation statement.
Amendments to the following can be made when filing the confirmation statement:
- Standard Industrial Classification (SIC) code;
- Statement of capital;
- Trading status of shares;
- Exemption from keeping a PSC register;
- Shareholder information.
It is important to note that even if there are no changes required to the company information held by Companies House, you will still need to file a confirmation statement.
Is there a deadline for filing a confirmation statement?
You must file your company confirmation statement no more than 14 days after the end of your 12 month review period. Your review period will be based on either the date your company was incorporated with Companies House or the date you filed your last confirmation statement. For example, if your company was incorporated on 1st April 2021, you will need to file your confirmation statement by 14th April 2022.
If your company files a confirmation statement early, you will then need to ensure that your next confirmation statement is filed within 14 days of the anniversary of that date. As stated in the CA 2006, “where a company delivers a confirmation statement with a confirmation date which is earlier than the last day of the review period concerned, the next review period is the period of 12 months beginning with the day after the confirmation date”. For example, if your company was incorporated on 1st April 2021, but you file your confirmation statement on 31st January 2022, the next review period will run from 1st February 2022.
Is your confirmation statement overdue? What happens if a confirmation statement is not filed by the deadline?
Section 853L of the CA 2006 explains that where a company does not file a confirmation statement by the end of 14 days after the end of a review period, an offence is considered to have been committed by:
- the company,
- every director of the company,
- in the case of a private company with a secretary or a public company, every secretary of the company, and
- every other officer of the company who is in default.
The Companies Act 2006 then goes on to state that a person guilty of such an offence is potentially liable:
- in England and Wales to a fine, and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale;
- in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
Does this mean I will receive a fine for the late filing of a confirmation statement?
No, there is no automatic penalty issued as a result of late filing (unlike if you fail to file company accounts) but it is important to take action if you confirmation statement is overdue. Companies House normally issue an initial warning notice advising recipients that the deadline has been missed for filing a confirmation statement. In doing so, Companies House will typically provide a second chance to prepare and file a confirmation statement without taking further action. It is essential that a confirmation statement is filled immediately after receiving a warning, as further delays may lead to further action being taken.
Is a defence available for the offence of not filing a confirmation statement?
A defence is available for directors and secretaries under section 853L(4) of the CA 2006 where it can be shown that all reasonable steps were taken to avoid the offence; “It is a defence for a director or secretary charged with an offence under subsection (1)(b) or (c) to prove that the person took all reasonable steps to avoid the commission or continuation of the offence”.
If Companies House is seeking prosecution or striking your company from the register, it is essential to seek the guidance of a company law specialist who can defend your position and outline why all reasonable steps were taken.
How can I avoid the potential for late filing of a confirmation statement?
Failure to submit a confirmation statement can occur for a number of reasons, e.g. not delegating the task to a suitable person within the company, not putting in place effective policies, procedures, and reminders, lack of training, illness, or even factors such as the recent COVID-19 pandemic. By putting measures in place, including a robust reminder system that notifies key employees responsible for this task, late or non-filing of confirmation statements can be avoided. In addition, to make this process even easier, many companies now choose to pay a small fixed fee to have their confirmation prepared and submitted every year by a specialist in company law.
Companies House also recommend taking the following into consideration to ensure confirmation statements are filed on time:
- It does not matter if your filing deadline expires on a Sunday or Bank Holiday – you must still file your accounts by this date.
- Bear in mind that first-class postage does not necessarily guarantee next day delivery (if posting your confirmation statement).
- Register for email reminders from Companies House – this can be done on the government website and allows up to 4 people to receive a reminder. The email reminder will also include a direct link to submit the confirmation statement, reducing the time needed to find the necessary form.
- Instruct accountants or a company law specialist who can handle this on your behalf.
Can I apply to extend my confirmation statement filing date?
If you are aware your confirmation statement is overdue and there is a valid exceptional reason for this delay, you can request an extension of your filing deadline. This is completed online, and you will need to enter the company number, email address, information about your extension reasons, and any documents that support your application. It is important that you submit this request before your normal filing deadline (i.e. don’t wait until your submission deadline has passed before asking for an extension).
Final words
If you are concerned that your confirmation statement may be late or that you have already missed your submission deadline, it is important to take action, either by requesting an extension (if you have a valid reason) or filing as soon as possible. By putting in place a robust process, training, and reminders, or engaging a third-party that specialises in confirmation statement filings for companies, you will be able to relax in the knowledge that it will be correctly taken care of each year.
Uniwide Formations specialises in the registration of Limited Companies and LLPs. As professional business service providers, we offer a wide range of related services and can advise you on all aspects of how to file Confirmation Statements.
