Understanding the Companies House Confirmation Statement: A Comprehensive Guide
For companies registered in the United Kingdom, one of the crucial annual obligations is the submission of a confirmation statement to Companies House. Often mistaken for a document of little significance, the confirmation statement holds substantial importance in ensuring transparency and compliance.
This article explains the purpose of a confirmation statement, its components, and how to file a confirmation statement.
What is a Confirmation Statement?
A confirmation statement, previously known as an annual return, is a mandatory document filed with Companies House. It serves two key purposes:
- Verifying Company Information: It acts as a way to confirm that the information Companies House holds about your company is still accurate and up-to-date. This includes details like:
- Company officers (directors, secretary)
- Persons of significant control (PSCs)
- Registered office address
- Shareholders
- Share capital
- SIC (Standard Industrial Classification) code
- Statement of Lawful Future Activities: Since March 2024, companies must also include a “statement of lawful purposes” within the confirmation statement. This confirms that the company intends to carry on activities that are lawful under UK law.
It’s important to note that even if there are no changes in the company’s details during the review period, you still need to file your confirmation statement.
Components of the Confirmation Statement
- Company Details: This includes the company name, registration number, and registered office address.
- Shareholders and Share Capital: Details of shareholders and any changes in share capital during the reporting period.
- Company Officers: Information about directors, secretaries, and other company officers, including changes in appointments or resignations.
- Persons of Significant Control (PSCs): Identification and disclosure of individuals or entities with significant control over the company.
- SIC Code: Classification of the company’s primary business activities according to the Standard Industrial Classification system.
- Statement of Capital: A summary of the company’s share capital, including the total number of shares issued and their respective values.
- Statement of Intended Future Activities
- Date of the Statement: The date on which the Confirmation Statement is made.
As of March 2024, new companies need to provide a registered email address when they incorporate, and existing companies must give a registered email address when they file their next confirmation statement, with a statement date from 5 March 2024 onwards.
Your email address will not be published on the public register.
Filing a Confirmation Statement
Here’s everything you need to know about filing a confirmation statement to Companies House:
Who Needs to File a Confirmation Statement?
Every registered UK company, including dormant and non-trading ones, must file a confirmation statement annually.
When to File Your Confirmation Statement
You need to file at least once every 12 months. You’ll be required to file your first confirmation statement on the anniversary of your last annual return or, for a new company, the day before the anniversary of the date of incorporation.
If you file a confirmation statement early, it will start a new 12-month review period.
How to File Confirmation Statements
To file your confirmation statement, you need to have your password and authentication code. If you don’t have these, you’ll need to register for online filing. This is a straightforward process that can be done on the Companies House website.
Once you’re logged in, you’ll find the confirmation statement online form. Review the information pre-populated by Companies House and update any details that have changed since your last filing.
If nothing has changed since your last confirmation statement, you can simply ‘check and confirm’ the existing information held on public record.
The annual fee is £34 to file your confirmation statement online.
Alternatively, you can file a paper confirmation statement form (CS01). However, it costs £62 to file your confirmation statement on paper and it takes longer to process.
What Happens if You File Your Confirmation Statement Late?
While there isn’t an automatic penalty fee for filing a confirmation statement late, it’s not recommended to wait.
Companies House will typically send an automated warning requesting you to submit the overdue statement as soon as possible. This is your chance to rectify the situation without further complications.
If the warning is ignored and the statement remains unfiled, Companies House may take legal action against the company and its directors. This could involve prosecution in court.
In the most serious cases, Companies House could even strike the company off the register, essentially dissolving the business. This is a complex process and should be avoided.
The Importance of the Confirmation Statement
The confirmation statement is a crucial annual requirement for all limited companies. It ensures that Companies House has correct and up-to-date information about your company’s directors, secretary, registered office address, shareholders, share capital, and people with significant control.
Failing to file your confirmation statement within the review period can lead to serious consequences, including the potential dissolution of your company.
