Confirmation Statement Explained by Accountant Services
The annual confirmation statement is a statutory filing requirement that was introduced on 30 June 2016. It replaced the annual return but serves exactly the same purpose in a simplified format.
All limited companies and limited liability partnerships (LLPs) registered in the United Kingdom must deliver a confirmation statement to Companies House (the registrar) at least once every 12 months, even if the business is dormant.
Purpose of the confirmation statement
The purpose of the confirmation statement (Companies House form CS01) is to verify that important company data recorded at Companies House is accurate at a certain date.
If any information held on record is incorrect or out of date when the confirmation statement is due, the company should update the data before, or at the same time as, delivering the confirmation statement.
The confirmation statement is more straightforward than the annual return, because you do not have to enter previously filed information if there have been no changes in the past 12 months.
If your company details are exactly the same and you don’t have any changes to report, all you need to do is ‘check and confirm’ the information held at Companies House and submit the statement.
What to include in a confirmation statement
To complete a confirmation statement, you simply have to check the information registered at Companies House and confirm that it is correct and up to date at that time. The data you will have to check and confirm (where relevant) includes the following:
• Registered office address
• Single Alternative Inspection Location (SAIL address)
• Current company officers (i.e., directors, company secretary, LLP members)
• Location of the company’s statutory registers (i.e., at the registered office, at a SAIL address, or held at Companies House)
• Standard Industrial Classification (SIC) codes (i.e., the company’s principal business activities)
• Name of each shareholder
• Shares held by each shareholder (class, quantity, and details of any transfers)
• Statement of capital
o total number of issued shares of the company
o the aggregate nominal value of those shares
o aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium)
o prescribed particulars of rights attached to each class of share
o total number of shares of each class
o aggregate nominal value of each class of share
• Trading status of shares
• People with Significant Control (PSCs)
• Exemption from keeping a PSC register
Can I report changes using the confirmation statement?
You can report certain changes to your company data on the confirmation statement, just like you could with the annual return. The information you can update includes:
• SIC codes
• Shareholder details
• Statement of capital
• Trading status of shares
• Exemption from keeping a PSC register
All other information, such as amendments to officers’ details, PSCs, and the registered office, must be reported separately using the relevant Companies House forms. You can file these forms and update the required information prior to, or at the same time as, filing your confirmation statement.
Confirmation statement filing deadline
You have to file a confirmation statement at least once a year, no later than 14 days after the end of your 12-month ‘review period’. Your review period starts on:
• the date of company formation, or
• the ‘statement date’ of the previous confirmation statement
Your review period ends the day before:
• the anniversary of company formation, or
• the statement date of the previous confirmation statement
The statement date is the date on which you must confirm that the company information recorded at Companies House is correct.
Example
You form a company on 1 February 2024
Your 12-month review period starts on 1 February 2024 and ends on 31 January 2025
The statement date for your confirmation statement is 31 January 2025
The filing deadline is 14 days later, on 14 February 2025
Who is responsible for filing a confirmation statement?
Directors have a legal responsibility to ensure that all statutory documents, including confirmation statements, are filed with Companies House by the necessary deadlines, even if these administrative tasks are delegated to a company secretary. In an LLP, designated members are responsible for filing confirmation statements.
Failure to deliver a confirmation statement is a criminal offence and can have serious consequences for a company and its officers. The registrar may take steps to strike off the company or LLP and disqualify or prosecute the directors or designated LLP members.
What if I don’t have any changes to report?
If you don’t have any changes to report, you still have to file a confirmation statement to tell Companies House that your company details are correct. This is the primary purpose of the confirmation statement.
How do I file a confirmation statement?
Confirmation statements can be delivered to Companies House in one of three ways:
- By post using form CS01 (or form LL CS01 for LLPs)
- Online via WebFiling
- Online through a company formation agent like Accountant Services
Filing a confirmation statement online is advised. This method is quicker and cheaper, and you will benefit from in-built checks and pre-populated data, which make the entire process much simpler. At Accountant Services, we offer an online Confirmation Statement Service, with prices starting at £39.99 (plus VAT). Click here for more information.
Unlike the annual return, you will only be charged once per year to file a confirmation statement, irrespective of how many you file within your 12-month review period. This means that you can update your company details as often as required for no additional charge.
Difference between annual confirmation statement and annual accounts
Both of these filing requirements are due once per year. That’s where the similarity ends.
• Annual confirmation statements are used to confirm key details about the internal structure of a limited company or LLP on a certain date. They must be filed at Companies House at least once every 12 months
• Annual accounts show the financial performance and activity of a company over the course of the previous year. A copy must be given to members, Companies House, and HMRC
Confirmation statements for dormant companies
All private limited companies (and LLPs), whether dormant or active, must deliver a confirmation statement to Companies House every 12 months.
Whilst a company may not be trading, certain details about the internal structure of the business may change. Therefore, you must confirm that the information held at Companies House is correct at a given date each year.
What happens if I forget to file a confirmation statement?
If you forget to file a confirmation statement by the deadline, you should file it as soon as possible.
Whilst there is no financial penalty for late filing, failing to deliver a statement is a criminal offence. To avoid serious consequences, you must file your confirmation statement as soon as you remember.
Failure to do so could see your company struck off the register and dissolved, because Companies House will assume that it is no longer trading. If this happens, your company will cease to exist and its assets will pass to the Crown. Company officers/LLP members may also face prosecution.
Dear Author,
Thank you for shedding light on the significance of a confirmation statement. Your breakdown of its components and emphasis on compliance are invaluable for businesses. Your insights have made a seemingly mundane topic engaging and relevant.
Best regards,
SteadyRSA