The annual confirmation statement is a new filing requirement that was introduced on 30th June 2016. It has replaced the annual return (Companies House form AR01) but serves exactly the same purpose in a simplified format. All private limited companies and limited liability partnerships (LLPs) registered in the United Kingdom must deliver at a confirmation statement to Companies House at least once every 12 months, even if the business is dormant.
- Purpose of the confirmation statement
- What to include in a confirmation statement
- Can I report changes using the confirmation statement?
- Confirmation statement filing deadline
- Who is responsible for filing a confirmation statement?
- What if I don’t have any changes to report?
- How do I file a confirmation statement?
- How much does it cost?
- Difference between annual confirmation statement and annual accounts
- Confirmation statements for dormant companies
- What happens if I forget to file a confirmation statement?
- Sign up for email reminders
1. Purpose of the confirmation statement
The purpose of the confirmation statement (Companies House form CS01) is to verify that important company data registered at Companies House and displayed on the public register is accurate and up to date. If any information held on record is inaccurate or out of date when the confirmation statement is due, the company should update the information on the relevant separate form beforehand, or at the same time as delivering the confirmation statement.
The confirmation statement is more straightforward than the annual return because there is no need to enter previously filed information if there have been no changes in the past 12 months. If your company details are all exactly the same and you don’t have any changes to report, all you need to do is ‘check and confirm’ the information held on public record and submit the statement.
Register of People with Significant Control
Companies registered before June 30th 2016 will have to include information about People with Significant Control (PSCs) in their first confirmation statement. The need for all companies to keep a PSC register at their registered office or alternative inspection location was introduced on 6th April 2016. Companies registered on or after June 30th will provide PSC information on their incorporation application form. This information should then be updated or confirmed annual when filing a confirmation statement.
2. What to include in a confirmation statement
To complete a confirmation statement, companies are simply required to check the information registered at Companies House and confirm that it is accurate and up to date at that time. The data you will have to check and confirm includes:
- Company name and registration number
- Registered office address
- Single alternative inspection location (SAIL address)
- Location of the company’s statutory registers (i.e. registered office or SAIL address)
- Information about each director
- Full name
- Former names used for business purposes within the past 20 years
- Usual residential address
- Service address
- Date of birth
- Information about each company secretary (if applicable)
- Former names
- Service address
- Principal business activities (Standard Industrial Classification (SIC) codes)
- Name of each shareholder
- Shares held by each shareholder – class, quantity, and details of any transfers
- Statement of capital
- total number of shares of the company
- aggregate nominal value of those shares
- aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium)
- For each class of shares, you’ll also need to provide the:
- prescribed particulars of the rights attached to the shares
- total number of shares of that class
- aggregate nominal value of shares of that class
- Trading status of shares
- Information about people with significant control (PSCs)
- Month and year of birth
- Country, state or part of the UK where the PSC usually lives
- Service address
- Usual residential address (this must not be disclosed when making your register available for inspection or providing copies of the PSC register)
- Date he or she became a PSC in relation to the company (for existing companies the 6 April 2016 should be used)
- Which conditions for being a PSC are met
3. Can I report changes using the confirmation statement?
You can report certain changes to your company data using the confirmation statement, just like you could with the annual return. The information you can update includes:
- SIC codes
- Shareholder details
All other information, such as amendments to officer’s details and the registered office, must be reported separately using the relevant Companies House form. You can file these forms and update the required information prior to, or at the same time as, filing your confirmation statement.
4. Confirmation statement filing deadline
You must file a confirmation statement at least once every 12 months. The due date is called the ‘confirmation date’, which falls on the anniversary of company formation or the ‘made up’ date of your last annual return. This is date on which you confirm that all information held on pubic record is correct.
Each year thereafter, your confirmation date will fall on the anniversary of your previous confirmation date. You have 14 days after this date to deliver the statement to Companies House
Do I have to file a final annual return?
If the made up date of your annual return was on or before 29th June 2016, you will be required to deliver a final annual return. You have 28 days after the made up date to file it at Companies House. Each year thereafter, you will deliver a confirmation statement.
If the made up date of your annual return was on or after 30th June 2016, you do not have to file a final annual return. You will deliver a confirmation statement instead. You have 14 days after the confirmation date to deliver it to Companies House.
5. Who is responsible for filing a confirmation statement?
Company directors, company secretaries and designated LLP members are legally responsible for ensuring a confirmation statement is delivered to Companies House, either online or by post, each year. It must reach Companies House no later than 14 days after the confirmation date.
Failure to file a confirmation statement is a criminal offence and can have serious consequences. The registrar may take steps to strike the company or LLP from the register. Company officers may also face personal prosecution for failing to maintain their legal duties.
6. What if I don’t have any changes to report?
If your company details are exactly the same as they were when you filed your last annual return or confirmation statement, you must still file a confirmation statement to ‘check and confirm’ that the company details on public record are correct.
7. How do I file a confirmation statement?
Confirmation statements can be delivered to Companies House in one of three ways:
- By post using paper form CS01 (or LLCS01 for LLPs)
- Online via WebFiling
- Online via a company formation agent, click here
It is cheaper and easier to file online via WebFiling or Software filing. The postal form comes in two parts, one of which consists of 28 pages, and it costs £40 to file. The online form only costs £13 to file and you will benefit from in-built checks and pre-populated data, which will make the entire process much simpler for you.
8. How much does it cost?
It costs £13 to file a confirmation statement online, or £40 to file one by post. Unlike the annual return, however, you will only be charged this fee once per year, irrespective of how many confirmation statements you file within a 12-month period. This means you can update your company details as often as required for no additional charge.
9. 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.
10. Confirmation statements for dormant companies
All private limited companies, whether dormant or active, must deliver an annual 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 correct information is held at Companies House and displayed on the central public register.
11. What happens if I forget to file a confirmation statement?
If you forget to file a confirmation statement by the deadline, don’t worry too much. You won’t be fined for sending it late, but it is a criminal offence if you simply don’t file it at all. Send it as soon as you remember to avoid facing any negative consequences.
If you do fail to deliver one at all, your company could be struck off the register because Companies House will assume 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.
12. Sign up for email reminders
Companies House will send a reminder to your registered office in advance of your filing deadline. This will explain everything you need to know.
If you haven’t already done so, we recommend signing up for email reminders in case you forget about your filing deadline and miss it – click here to find out more.