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A late confirmation statement can cause various problems for a limited company. In this blog post, we provide advice and guidance on filing a confirmation statement, how to avoid filing late, and the negative consequences of failing to comply with this annual filing requirement.
While it is important to submit your confirmation statement on time, it’s not uncommon to overlook this legal filing obligation. Fortunately, you will not face any automatic financial penalties for missing the deadline, so just make sure that you file a statement with Companies House as soon as possible.
What is a confirmation statement?
A confirmation statement is an official Companies House document (form CS01) that all companies and LLPs (including those which are dormant or non trading) must complete at least once every 12 months. This 12-month period is known as the ‘review period’.
The purpose of a confirmation statement (previously called an ‘annual return’) is to ‘check and confirm’ that Companies House holds the correct information about your company. This ensures that your records are kept up to date.
Even if nothing has changed during the review period, it is still necessary to file a confirmation statement to tell Companies House that your company information is correct.
To avoid the problems that can arise from submitting a late confirmation statement, it is important to meet the filing deadline each year.
What is the deadline for filing a confirmation statement?
The deadline for filing a confirmation statement is 14 days after the end of your 12-month review period. The review period for your confirmation statement begins on:
- the date your company was incorporated, or
- the ‘statement date’ (or ‘due date’) of your last confirmation statement
The statement date, which you must enter on the confirmation statement, is the date on which you confirm that the details held at Companies House are correct and up to date. The information confirmed, in addition to any details updated on the confirmation statement, should reflect the company’s position on the statement date.
Your must deliver your confirmation statement no later than 14 days after the statement date. Your confirmation statement will only be late if it is submitted after this filing deadline.
It is also possible to file a confirmation statement early, at any point during the review period. Doing so will automatically trigger the beginning of a new 12-month review period. In other words, the review period resets and your next confirmation statement will be due 12 months after the date of the previous statement.
You may wish to file a confirmation statement early to notify Companies House of certain changes immediately, rather than waiting until the end of your review period. For example, if there have been changes to share capital or shareholders’ details and you would like Companies House to update your records immediately.
Example 1:
A company is incorporated on 1 April 2021. The review period begins on 1 April 2021 and ends on 31 March 2022. Therefore, the statement date is 31 March 2022 and the filing deadline is 14 April 2022.
Example 2:
A company is formed on 1 April 2021. As in the first example, the review period begins on 1 April 2021 and ends on 31 March 2022.
The company decides to submit a confirmation statement early, on 1 January 2022. This means that the new review period will run from 1 January 2022 to 31 December 2022.
So, the next confirmation statement date is 31 December 2022 and the filing deadline is 14 January 2023.
Please note: If you file a late confirmation statement, your 12-month review period will remain the same. Unlike an early submission, filing a late confirmation statement has no effect on the review period.
An easy way to check your company’s confirmation statement date and filing deadline is to visit Companies House service:
- Go to Companies House service
- Enter your company name in the search bar and select it from the results
- Under the ‘Overview’ tab, you will see a section called ‘confirmation statement’ on the bottom right of the page
- This will tell you when your next statement date and filing deadline are
What happens if I file a confirmation statement late?
The good news is, there are no automatic financial penalties for missing your confirmation statement deadline. However, this doesn’t mean that filing it late is consequence-free.
Normally, Companies House will issue an automatic warning to request that the late confirmation statement is submitted ASAP. You should take immediate action and file it without further delay. Why? Because your company can be struck off the register (closed down) and you will no longer be able to trade.
It is also a criminal offence if a company fails to file on time and ignores warnings from Companies House. Both the company and its officers may be subject to prosecution as a result of breaching the Companies Act 2006, and it leaves them open to a fine of up to £5,000.
The consequences of a late confirmation statement can be severe, so you must always endeavour to submit it on time.
We also recommend that you maintain your own filing reminders and do not to rely solely on what Companies House might send you.
How should a late confirmation statement be filed?
There is no difference between the way you file a late confirmation statement and one that is being submitted on time. You should follow the same standard process:
- Check your company details currently held at Companies House, using their online company information service
- Ensure out-of-date company details are updated accordingly. This can be done via Companies House WebFiling service
- Provide details of any changes to:
- directors and company secretaries
- people with significant control (PSCs)
- the registered office address of your company
- Standard Industrial Classification (SIC) codes
- statement of capital
- trading status of shares
- exemption from keeping a PSC register and shareholder information
- Pay the annual fee in respect of filing the confirmation statement. This is £13.00 if filing online or £40.00 if filing by post. The payment covers each 12-month payment period, which begins on the date that payment is made. The payment period can be different from the review period (see below for further details).
How can I avoid a late confirmation statement?
The best way to avoid a late confirmation statement is to purchase 1st Formations’ Confirmation Statement Service, whereby a company expert will prepare and file it on your behalf for just £34.99. The service is renewable each year, so you will receive annual reminders once you’ve registered for the service.
Another way to avoid missing the filing deadline is to submit a statement earlier in the review period. This will help you to avoid that last-minute rush to file on time.
You can also sign up for Companies House email reminder service, which will send timely notifications of your confirmation statement due date.
Filing confirmation statements as and when certain changes occur is good practice and will reduce the temptation to leave things until the last minute. You can update the following company details on a confirmation statement:
- principal business activities or standard industrial classification (SIC) codes
- statement of capital
- trading status of shares
- exemption from keeping a register of people with significant control (PSC)
- shareholder information
Other changes, however, must be reported to Companies House on separate forms before being confirmed on the statement. These include details of:
- the registered office address
- the Single Alternative Inspection Location (SAIL address)
- people with significant control (PSC)
- directors and the company secretary
What is the payment period for a confirmation statement?
You must pay an annual fee to Companies House to make confirmation statement filings. The payment period for this annual fee is separate from the review period.
For newly formed companies, the payment period is 12 months from the company incorporation date. For older companies, the payment period is 12 months from the date of the last payment.
Multiple confirmation statements can be submitted in each payment period covered by the annual fee. The annual fee only needs to be paid with the first confirmation statement in each payment period.
Example:
Company ABC is registered on 1 January 2021. The payment period starts on 1 January 2021 and ends on 31 December 2022.
Company ABC decides to file its confirmation statement early, on 30 September 2021. At this point, the company must also pay the annual fee in respect of its payment period.
The company decides to submit a second confirmation statement, on 1 December 2021. No fee is payable this time, because the payment period is still covered by the fee that was paid when the first confirmation statement was filed.
The company files its next confirmation statement on 5 January 2022. The annual fee must be paid again at this point.
So there you have it. We have covered what to do if your confirmation statement is late and how to avoid missing the all-important filing deadline. If you have any questions, please leave them in the comments section below.
