What is a Confirmation Statement?

For an overview of different business types in the UK, see Business Structures .

A confirmation statement is an annual filing that every UK company and limited liability partnership must submit to Companies House . It replaced the annual return on 30 June 2016 under the Small Business, Enterprise and Employment Act 2015.

The confirmation statement confirms that the information Companies House holds about the company is accurate and up to date. It is not the same as company accounts , which are a separate filing requirement.

What Does a Confirmation Statement Cover?

The confirmation statement requires the company to review and confirm the following information:

Company Details

• Registered office address — the official address for legal correspondence and service of documents. See What is a Registered Office? for more detail.
• Single alternative inspection location (SAIL) — if statutory registers are kept somewhere other than the registered office
• Company type — private limited, public limited, community interest company etc.
• Principal business activity — the SIC (Standard Industrial Classification) code describing the company’s main activity

Officers

• Names and details of all directors and their service addresses
• Company secretary details (if one has been appointed)
• Any changes to director duties holders since the last confirmation statement

Share Capital and Shareholders

• Statement of capital showing the total number and value of shares, and the rights attached to each class
• Shareholder information — the full list of shareholders (the PSC register has replaced the need to file a full list of members in most cases)

Persons with Significant Control (PSC)

The company must confirm its PSC register is up to date. A person with significant control is an individual who:

• Holds more than 25% of the company’s shares
• Holds more than 25% of the company’s voting rights
• Has the right to appoint or remove a majority of the board of directors
• Has the right to exercise, or actually exercises, significant influence or control over the company
• Has the right to exercise, or actually exercises, significant influence or control over a trust or firm that meets any of the above conditions

Every company must identify its PSCs and keep a PSC register. The confirmation statement confirms that this register is accurate. For more on the register’s requirements and recent changes, see beneficial ownership register .

Trading Status of Shares

For companies with shares, the confirmation statement must state whether any shares have been admitted to trading on a relevant market (such as AIM or the London Stock Exchange Main Market) or on a DTF (data trading facility).

Exemption from Keeping a Register of Members

Private companies that have elected to keep their register of members on the central register at Companies House (rather than maintaining their own) must confirm this election in the confirmation statement.

Filing Deadlines

The confirmation statement must be filed at least once in every 12-month period from:

• The date of incorporation (for the first statement), or
• The date to which the last confirmation statement was made up

The company then has 14 days after the review period end date to deliver the confirmation statement to Companies House. This means the absolute deadline is 12 months plus 14 days from the previous filing.

Example Timeline

A company can file its confirmation statement at any time during the review period. Many companies choose to file early to reduce the risk of missing the deadline.

Filing Fee

The current fee for filing a confirmation statement is:

The fee must be paid each time a confirmation statement is filed, even if no changes have been made to the company’s information.

How to File

Online Filing

Most companies file their confirmation statement online through:

• Companies House WebFiling — the free government service at companieshouse.gov.uk
• Third-party software — many accounting and company secretarial software packages can file electronically

Online filing is faster, cheaper and provides immediate confirmation that the filing has been accepted.

Paper Filing

Companies can file by post using form CS01 sent to Companies House. Paper filing is more expensive and takes longer to process. Companies House strongly encourages online filing.

What If Nothing Has Changed?

Even if no changes have occurred since the last confirmation statement, the company must still file and pay the fee. The statement simply confirms that all existing information remains correct.

What If Changes Have Occurred?

If changes have occurred during the review period (such as a change of director, new shareholders or an updated registered office), the company should:

1. File the relevant change notification with Companies House (for example, form AP01 for appointing a new director)
2. Then file the confirmation statement confirming all information is up to date

Changes to company details should be notified as they happen throughout the year, not saved up for the confirmation statement. Most changes must be reported within 14 days of occurring.

Consequences of Not Filing

Failing to file a confirmation statement is a criminal offence. The consequences include:

For the Company

• Companies House may begin strike-off proceedings to remove the company from the register
• The company will be unable to file other documents (such as accounts) until the overdue confirmation statement is delivered
• The company may be dissolved, meaning it ceases to exist and its assets pass to the Crown

For Directors

• Directors are personally liable for the offence of failing to deliver the confirmation statement
• Each director can face a fine of up to £5,000
• Persistent default can lead to disqualification proceedings under the Company Directors Disqualification Act 1986
• The offence appears on the director’s record at Companies House, visible to anyone searching their details

Practical Impact

• Lenders and investors routinely check Companies House records — a missing confirmation statement signals poor governance
• Contracts and tenders may require evidence of up-to-date filings
• Banks may freeze the company’s account if the company appears at risk of being struck off

Confirmation Statement vs. Annual Accounts

These are two separate and distinct filing obligations:

Both filings are the responsibility of the company’s directors and are submitted to Companies House .

Changes Under the Economic Crime and Corporate Transparency Act 2023

The Economic Crime and Corporate Transparency Act 2023 introduced significant reforms to Companies House, some of which affect the confirmation statement:

• Companies House will have greater powers to query and reject information that appears incorrect
• Identity verification requirements for directors and PSCs will be phased in
• Enhanced requirements for filing the registered email address of the company
• The Registrar will have powers to annotate the register where information is disputed

These changes are being implemented in phases, and companies should monitor updates from Companies House regarding the timing and impact on their confirmation statement filings.

Related Concepts

• Companies House — the registrar that receives confirmation statements
• Company accounts — separate financial filing obligation
• Registered office — address confirmed in the statement
• Director duties — directors are responsible for ensuring filing
• Articles of association — the company’s constitutional document