As a limited company, there are a number of obligations to Companies House, from filing your annual accounts to filing an annual confirmation statement.
In this guide, we look at the rules relating to confirmation statements, including their purpose, what information needs to be checked, the filing process and submission date, and the consequences of not filing on time.
What is a Companies House confirmation statement?
Every year you need to make sure the details that Companies House have for your company are correct. Once you’ve checked these details, you then have to let Companies House know by sending a confirmation statement, previously described as an annual return.
The purpose of the confirmation statement is simply to confirm that the information held by Companies House about a particular company is up to date. Every company must file a confirmation statement at least once a year, even if no relevant changes have taken place during the 12-month review period, or even if the company is non-trading or dormant.
What information must be checked in a confirmation statement?
When completing a Companies House confirmation statement, you’ll need to check the following information recorded for your company:
- the details of your registered office address
- the details of your company officers, including their name, their role within the company,
- such as company director or company secretary, and their date of birth (dob)
- the address where you retain your company records
- your standard industrial classification (SIC) code to reflect your principal business activities
- the details of your company’s share capital, if your company has shares
- the details of your company’s shareholders and share ownership
- the details of your ‘people with significant control’ (PSCs), including their names and dat of birth
Before filing your confirmation statement, you may need to check your company’s details. If you’ve forgotten what details Companies House hold for your company you can easily find these online, by clicking on “Find company information” on the GOV.UK website, and entering either your company name, number or name of a company officer to search the register.
If any information about your company is incorrect or out of date, you’ll need to update your company records, either when you file your confirmation statement or beforehand.
Reporting changes in a confirmation statement
If you need to report changes to your company, whether or not you can use your confirmation statement to do this will depend on the nature of the information. You can report changes to your SIC codes, statement of share capital and shareholder information at the same time.
The SIC code is used to classify businesses by the type of economic activity in which they’re engaged, in this way identifying what your company does. Companies House uses a condensed version of the full list of codes from the Office of National Statistics, so you should only use SIC codes on the condensed list when filing your confirmation statement with Companies House or your filing may be rejected. This list can be found online at GOV.UK.
Changes that cannot be reported in a confirmation statement
Even though there are various changes that can be made at the same time as filing your confirmation statement, there are certain changes that must be made before you confirm that your records are up to date. You cannot use your confirmation statement to report changes to:
- The registered office address
- Your company’s officers, eg, directors or company secretary
- People with significant control.
You must file these changes separately with Companies House, and within prescribed timeframes of the change taking place. For example, you must tell Companies House within 14 days if you make changes to directors or their personal details, like their address. These changes must be filed before submitting your confirmation statement, although any recent changes to the information shown with Companies House may not reflect recent filings.
How to file a Companies House confirmation statement
You can file your confirmation statement either online or by post. Below we look in detail at the steps involved for both of these methods:
To file your confirmation statement online, you’ll first need a Companies House password and authentication code. This means you’ll need to register for Companies House WebFiling service, although the code is sent by post and can take up to a week to arrive. However, once you’ve registered for online filing and received your code, you’ll then use the same code each year. Online filing is the quickest, easiest and cheapest method of filing your confirmation statement, with a reduced fee, in-built checks and pre-populated data.
To sign into the WebFiling service, you’ll need to indicate where your company was registered, for example, England/Wales, Scotland or Northern Ireland. You’ll also need your company number and have your authentication code ready. Once signed in, this will provide a company overview screen setting out the date of your confirmation statement and the deadline submission date. You can then select ‘File confirmation statement’ to proceed and click on ‘Start’. There’s also the option to watch a confirmation statement demo video first.
If your company has had shares admitted to trading on a market at any time throughout the review period, such as the London Stock Exchange, then select ‘Yes’ to update your company’s trading status. However, this will only apply to public limited companies, so for small private limited companies the answer will be ‘No’. Then click ‘Next’ to continue, at which stage you’ll be asked to sign in again to the WebFiling service for security purposes. Having signed back in, you’ll now need to check the information currently held on the company register.
Provided the information recorded is correct, you can confirm this by clicking the confirmation statement, verifying that all information required to be delivered for the last review period, either has been delivered or is being delivered with this statement. You’ll then need to click ‘Submit’ to move onto the payment screen.
You can pay to file your confirmation statement either by credit or debit card, by Paypal or by using a Companies House online filing account, although an account will need to be set up in advance. Having selected your preferred payment method, then select ‘Continue’. The submission fee for filing a confirmation statement online is just £13.
Once you’ve entered your payment details, Companies House payment provider should send you an email to confirm the amount and receipt of payment. Your confirmation statement data will then be sent to Companies House. Your filing will not be registered until payment is made, so it’s important that you check for email confirmation of this. You can also view a copy of your data in ‘My recent filings’ for up to 10 days. You should then receive two emails from Companies House, the first to confirm that your confirmation statement has been received, and a second to notify you as to whether your statement has been accepted or rejected.
Filing by post
To file by post, you’ll need to complete the confirmation statement form (form CS01) and print this off. Forms must be printed full size on white A4 sized paper. If you need to update company information, you’ll need to download and fill in additional forms — Parts 1 to 4 — for example, Part 1 to change your company’s SIC code or Part 2 to change your statement of capital. There are also optional continuation pages that can be downloaded and printed.
Once all relevant forms have been completed, these must then be posted to Companies House. The address can be found on form CS01. You’ll also need to enclose a cheque or postal order for £40, made payable to Companies House, with your company number written on the back.
If you’re restoring a company to the register, you must file paper form CS01 by post. When restoring a company, you’ll need to put the statement date that was due before being struck off. If you’re unsure of the correct date, you’ll need to contact Companies House before completing, filing and posting your confirmation statement.
When is my Companies House confirmation statement due?
You must file at least one confirmation statement in every 12 month review period. Your annual review period will start on either:
- the date that your company incorporated
- the date you filed your last confirmation statement.
You can file your confirmation statement up to 14 days after the end of the review period. For example, if your new company was incorporated on 1 January 2021, your review period will start on 1 January 2021 and then end on 31 December 2021, where your confirmation statement must be submitted to Companies House by no later than 14 January 2022.
You must file a confirmation statement at least once a year, although you can choose to file one at any time during your review period. However, if you file your confirmation statement early, this will start a new annual review period. For example, if your company incorporated on 1 January 2021, and you file a confirmation statement on 30 November 2021, your next review period will start 1 December 2021 and end on 30 November 2022.
Your payment period will, however, remain the same, even if you file early. Your payment period is entirely separate from your review period, where you pay only once every 12 months. This means you must pay for filing the first annual confirmation statement, but any further confirmation statements made in the same year don’t require a fee.
What happens when a confirmation statement is overdue?
The consequences of late filing or failing to file a Companies House confirmation statement can be very serious. The information set out in a confirmation statement is required by law. This means that it’s a criminal offence not to provide this information or to do so on time. Even if all the information currently held by Companies House is exactly the same, you must still file a confirmation statement at least once every 12 months.
There are no automatic financial penalties for any failure to meet the confirmation statement submission deadline, where Companies House will generally issue a warning where a filing deadline is missed. This will serve as an initial reminder and provide a chance for the company to meet its’ filing responsibilities without being penalised.
However, Companies House can elect to take legal action if a company files late, especially if warnings are ignored, where both your company and its’ officers may be liable to fines of up to £5,000. Your company would also be at risk of being struck off the register. It’s therefore crucial that you file your confirmation statement within the prescribed time limit each year.
If you’ve registered for Companies House WebFiling service, you can sign up for email alerts of your confirmation statement due date. This is just one of the many benefits of filing online, ensuring that you don’t overlook when your confirmation statement needs to be submitted. However, by seeking professional help from a specialist in company law, you can delegate your reporting obligations in confidence, leaving you to get on with running a successful business.
Companies House Confirmation Statement FAQs
What is a Companies House confirmation statement?
A confirmation statement is a snapshot of information about a company filed annually with Companies House to confirm that the details held about that company are correct and up to date. Confirmation statements were previously referred to as annual returns.
Are there penalties for a late confirmation statement?
Failure to file a confirmation statement with Companies House is a criminal offence for which a company and its' officers can be liable for fines of up to £5,000 if prosecuted. The company may also be struck off the register.
What information is on a confirmation statement?
A confirmation statement includes the company’s registered office address, details of company officers, the address where company records are kept, the code for the company’s business activity, details of share capital and shareholders, and people with significant control.
The matters contained in this article are intended to be for general information purposes only. This article does not constitute legal or financial advice, nor is it a complete or authoritative statement of the law or tax rules and should not be treated as such.
Whilst every effort is made to ensure that the information is correct, no warranty, express or implied, is given as to its accuracy and no liability is accepted for any error or omission.
Before acting on any of the information contained herein, expert professional advice should be sought.