What Does Confirmation Statement Overdue Mean? A Companies House Guide

Introduction

At Towerstone Accountants we provide specialist limited company accountancy services for directors and owner managed businesses across the UK. We wrote these guides for people running a company who want clear answers on tax, payroll, Companies House duties, and day to day compliance without jargon. Our aim is to help you understand your responsibilities, reduce the risk of penalties, and know when to get professional support.

Seeing the words “confirmation statement overdue” next to your company name can be unsettling, particularly if you were not even aware that something was due. In my experience, this is one of the most common Companies House issues directors face, and it often comes as a surprise because it has nothing to do with tax, profits, or trading activity.

Many directors assume that if they are up to date with HMRC, paying Corporation Tax, filing accounts, and dealing with VAT, then everything must be fine. Unfortunately, Companies House operates separately, with its own rules, deadlines, and enforcement powers. A confirmation statement overdue flag is a warning sign that your company has missed a legal obligation, and while it does not usually cause immediate damage, it can escalate if ignored.

In this article, I am going to explain exactly what confirmation statement overdue means, why it happens, what the real consequences are, how quickly things can escalate, and what you should do if you find yourself in this position. I will also explain how to prevent it happening again, based on what I see repeatedly in practice.

What a confirmation statement actually is

A confirmation statement is a statutory filing that every limited company and LLP in the UK must submit to Companies House.

Its purpose is simple but important. It confirms that the information held on the public register about your company is correct and up to date.

The confirmation statement covers key details such as:

• Registered office address
• Directors and company secretaries
• Shareholders and shareholdings
• Persons with significant control
• Nature of business activities

Even if nothing has changed during the year, the statement must still be filed. Filing it is your way of confirming that the existing information is accurate.

What does “confirmation statement overdue” mean

When a company is marked as having a confirmation statement overdue, it means that the deadline for filing the statement has passed and Companies House has not received it.

Every company has a review period, usually 12 months long. At the end of that period, there is a 14 day window in which the confirmation statement must be filed.

If that window passes without the statement being submitted, the company’s status will show as confirmation statement overdue.

This status is public and visible to anyone searching your company online.

Why confirmation statements are often missed

In my experience, confirmation statements are missed far more often than accounts or tax returns, and there are some consistent reasons for this.

Common causes include:

• Directors not knowing the statement exists
• Assuming the accountant files it automatically
• Incorrect or outdated email addresses at Companies House
• Dormant companies being overlooked
• Directors running multiple companies and losing track

One of the biggest misunderstandings is assuming that confirmation statements are linked to accounts or Corporation Tax. They are not. Filing accounts does not reset or replace the confirmation statement requirement.

Is there an immediate penalty for being overdue

This is where many directors feel briefly reassured, and sometimes wrongly so.

There is no immediate financial penalty or fine just for filing a confirmation statement late. The filing fee is the same whether you file it on time or after the deadline.

However, the lack of an instant fine does not mean there are no consequences. Companies House uses escalation rather than immediate penalties, and those later stages are far more serious.

What happens shortly after it becomes overdue

Once the confirmation statement becomes overdue, Companies House will usually issue reminders.

These reminders may be sent:

• By email
• By post
• Through your online Companies House account

The reminders explain that the statement is overdue, confirm that filing is a legal requirement, and warn that failure to act may lead to strike off action.

At this stage, the problem is usually very easy to fix by simply filing the statement.

How long can it stay overdue before it becomes serious

There is no fixed number of days after which action automatically escalates, but in practice, Companies House does not leave overdue confirmation statements unresolved indefinitely.

If the statement remains outstanding, the company is treated as non compliant.

Over time, Companies House may move towards formal enforcement action, particularly if reminders are ignored.

What non compliant status means in practice

When a company is shown as non compliant due to an overdue confirmation statement, this can have practical knock on effects.

I regularly see issues with:

• Banks querying the company’s status
• Lenders delaying or refusing finance
• Suppliers tightening credit terms
• Professional advisers raising concerns
• Customers carrying out due diligence

Because the Companies House register is public, anyone can see that the company has missed a legal filing. This can affect credibility even if the underlying business is trading perfectly well.

Strike off action and overdue confirmation statements

If a confirmation statement remains overdue for a prolonged period, Companies House can begin strike off action.

This is the most serious consequence.

Strike off action involves:

• A formal notice being issued to the company
• A public notice being published
• A warning that the company may be dissolved

Once strike off action starts, the company is genuinely at risk of being removed from the register.

What happens if a company is struck off

If a company is struck off and dissolved:

• It legally ceases to exist
• It cannot trade or enter into contracts
• Its bank accounts are usually frozen
• Any remaining assets pass to the Crown

I have seen directors assume that strike off is a harmless administrative event, particularly for small companies. It is not. Restoration is possible in some cases, but it is costly, time consuming, and disruptive.

Director responsibilities and legal duties

Directors have a legal duty to ensure that statutory filings are made on time.

Allowing a confirmation statement to become overdue is a breach of those duties, even if it was accidental.

In most cases, Companies House focuses on compliance rather than punishment, but persistent failures can affect a director’s record and reputation.

Does being overdue affect HMRC

Confirmation statements are enforced by Companies House, not HMRC, but the two are not entirely separate in practice.

An overdue confirmation statement can:

• Trigger wider compliance reviews
• Cause delays with VAT or PAYE registrations
• Raise red flags during HMRC checks

In an environment where data sharing between government bodies is increasing, it is always better to keep all filings up to date.

What if the company is dormant

A very common misconception is that dormant companies do not need to file confirmation statements.

This is incorrect.

Dormant companies must still file confirmation statements every year, even if they have:

• Never traded
• No income
• No bank account
• No expenses

Dormancy affects accounts and tax, not Companies House obligations.

What to do if your confirmation statement is overdue

If you see that your confirmation statement is overdue, the most important thing is not to panic and not to ignore it.

In most cases, the fix is straightforward.

You should:

• Log in to your Companies House account
• Review the company details
• Update any changes if needed
• File the confirmation statement
• Pay the filing fee

Once the statement is filed, the overdue marker is removed and the review period resets.

What if strike off action has already started

Even if strike off action has begun, filing the overdue confirmation statement promptly will usually stop the process.

Companies House generally suspends strike off once compliance is restored, provided it has not progressed too far.

Timing matters here. The longer it is left, the higher the risk that dissolution will go ahead.

Can you file late multiple years at once

No. Each confirmation statement covers a specific review period.

If you have missed more than one, you will need to bring the record up to date, and in some cases Companies House may require additional steps.

This is another reason not to let the issue drift.

Common mistakes I see when statements are overdue

Based on my experience, the most common problems are:

• Directors assuming someone else is dealing with it
• Using old email addresses that no one checks
• Confusing confirmation statements with accounts
• Ignoring reminders because there is no fine
• Leaving dormant companies unmanaged

Almost all of these are avoidable with basic systems.

How to prevent confirmation statements becoming overdue

Prevention is far easier than dealing with enforcement action.

I usually recommend:

• Setting calendar reminders well in advance
• Enabling Companies House email alerts
• Keeping contact details up to date
• Assigning clear responsibility
• Reviewing compliance annually

Some directors also choose to file the confirmation statement early each year to reset the review period and avoid last minute pressure.

Why this small filing carries big risk

The confirmation statement is a low effort, low cost filing, but the risk of ignoring it is disproportionately high.

In my professional opinion, it is one of the most dangerous filings to forget, not because of fines, but because it can quietly lead to strike off and serious disruption.

I have seen profitable, well run businesses sleepwalk into strike off proceedings simply because a confirmation statement was overlooked.

Final thoughts

If your company shows as confirmation statement overdue, it means a legal filing deadline has been missed, and while there is usually time to fix it, it should not be ignored.

The solution is usually simple, but the consequences of inaction can be severe. File the statement, bring the record up to date, and put systems in place to make sure it does not happen again.

In my experience, directors who treat Companies House compliance with the same seriousness as tax compliance avoid unnecessary stress, reputational damage, and risk to their business.