A late confirmation statement can cause various problems for a limited company.
While it is important to ensure your confirmation statement is submitted on time, forgetting to do so, does happen. The important thing is not to panic. Fortunately, there are no automatic financial penalties for missing the deadline. Just make sure it is submitted to Companies House as soon as possible.
In this blog, we provide advice and support on filing a confirmation statement, how to avoid filing late, and we also consider the negative consequences of failing to comply with the filing obligations.
What is a confirmation statement?
Limited companies are legally required to submit a confirmation statement every year to Companies House. Previously known as an Annual Return, a confirmation statement must be filed by all companies, including those which are dormant or not trading.
Essentially, company officials are required to check and verify that the information held by Companies House is accurate and up to date once every 12 months. This is known as the review period.
Even if nothing has changed during the review period, it is still necessary to file a confirmation statement.
To avoid the problems which can arise from filing a late confirmation statement, it is important to meet the submission deadline in each review period.
What is the deadline for submitting a confirmation statement?
First of all, it’s important to ask the question – is it actually late? To find out, you need to understand two key dates:
- The ‘confirmation date’ (sometimes known as the ‘made up to date’)
- The ‘filing date’
The ‘confirmation date’ is the date at which your confirmation statement should be correct up to. The information submitted should reflect the company’s position for the period between the date of your last confirmation statement or the date of incorporation (whichever is sooner) and your next confirmation date. This period is known as the review period.
A confirmation statement can also be filed early, during the review period. Submitting it early will automatically trigger the beginning of the next 12-month review period. In other words, the review period resets, and your confirmation date will be 12 months after the last confirmation date you submitted.
Companies may file a confirmation statement early to update Companies House of changes sooner than required. For example, if you need to show a change in shareholders sooner, or simply to ensure you don’t miss the filing deadline.
On the other hand, the ‘filing date’ is the last date at which your confirmation statement can be filed. This is your deadline, and it is 14 days after the confirmation date. So, you have two weeks from your confirmation date to submit it.
Your confirmation statement is only overdue if it has not been submitted by the filing date.
Example 1:
A company was incorporated on 1 April 2020. The review period begins on 1 April 2020 and ends on 31 March 2021. Therefore, the confirmation statement must be filed by 14 April 2021 at the latest.
Example 2:
A company was formed on 1 April 2020. As in the first example, the review period begins on 1 April 2020 and ends on 31 March 2021.
The company decides to submit a confirmation statement early, on 1 January 2021. This means that the next review period will run from 1 January 2021 to 31 December 2021.
So, the next confirmation statement must be filed by 14 January 2022 at the latest.
Please note: If a confirmation statement is submitted late, this will not change the 12 month review period. 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 date and filing date is on Companies House service:
- Go to Companies House service
- Search your company name in the search bar and select it from the results
- Under the ‘Overview’, you will see a section marked in the bottom right called ‘confirmation statement’
- This will tell you when your next confirmation date is, and when it is due.
What happens if I file a late confirmation statement?
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 an automatic warning will be issued by Companies House, stating that the late confirmation statement should be submitted ASAP. You should take immediate action to file it without further delay. Why? Because your company can be struck off the register, i.e. 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 any 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 therefore be severe, and so, submitting on time is something you should make absolutely certain of.
We also recommend 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 the details of your company currently held by Companies House, using their online company information service.
- Ensure any company details which are out of date are updated accordingly. This can be done using Companies House WebFiling
- Provide details of any changes to:
- directors and company secretaries
- people with significant control (PSCs)
- the registered office address of a company
- Standard Industrial Classification (SIC) code
- 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. Payment covers each 12 month payment period which begins on the date 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?
Possibly the best way of ensuring it is filed on time, is to purchase 1st Formations’ Confirmation Statement Service, where a company expert will prepare and file it for you at a cost of £34.99. The service is renewable on an annual basis, so once you register for the service, you will receive reminders on an annual basis.
Another way to avoid missing the filing deadline is to submit it earlier in the review period. Doing so can also ensure that a last minute rush is avoided.
It is also possible to sign up for email reminders from Companies House which sends out notifications regarding the due date of a confirmation statement.
Using confirmation statements routinely, to update certain company information when necessary, is good practice and can help to avoid leaving things until the last minute. Company details which can be updated via a confirmation statement include:
- principal business activities or standard industrial classification (SIC)
- statement of capital
- trading status of shares
- exemption from keeping a register of people with significant control (PSC)
- shareholder information
But it should be noted that other changes will also require separate forms to be completed and submitted to Companies House, for example:
- registered office address
- Single Alternative Inspection Location (SAIL)
- people with significant control (PSC)
- company directors and secretary
What is the payment period for a confirmation statement?
There is an annual fee which must be paid in respect of confirmation statement filings. The payment period for this annual fee is considered separately 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 the 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 2021.
Company ABC decides to file their confirmation statement on 30 September 2021. At this point they must also pay the annual fee in respect of their payment period.
The company directors decide to submit a second confirmation statement on 1 December 2021. This time no fee is payable, as the payment period is still covered by the first fee which has been paid.
The company submits their 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.
