What Does Confirmation Statement Overdue Mean? A Companies House Guide

If you run a limited company in the UK, keeping up with your Companies House filings is a legal obligation. One of the most common issues company directors face is seeing the phrase “Confirmation Statement overdue” when checking their company’s status. But what does it actually mean, and what should you do about it?

In this guide, we’ll explain what an overdue Confirmation Statement is, why it happens, the potential consequences, and how to resolve the issue quickly to keep your company in good standing.

What Is a Confirmation Statement?

A Confirmation Statement is an annual filing that confirms your company’s registered details are correct. It must be submitted at least once every 12 months, even if your company is not trading or no changes have occurred.

The information it confirms includes:

• Registered office address

• Directors and their service addresses

• People with Significant Control (PSCs)

• Shareholders and shareholdings

• SIC codes (your business activity)

• Statement of capital (if applicable)

It replaces the old annual return (AR01) and is a legal requirement for all UK limited companies and LLPs.

What Does “Confirmation Statement Overdue” Mean?

If your company is marked as having a Confirmation Statement overdue, it means:

• Your 12-month review period has ended

• You have not submitted the Confirmation Statement within the required 14-day filing window

• Companies House has not received the filing and your record is now out of date

In other words, your company has missed its deadline, and action is required.

When Is the Confirmation Statement Due?

Every company has a review period that runs for 12 months from:

• The date of incorporation, or

• The date of your last Confirmation Statement

You then have 14 days from the end of that period to submit your next Confirmation Statement.

Example:

• Company incorporated: 1 June 2023

• Review period ends: 31 May 2024

• Filing deadline: 14 June 2024

• If not filed by 14 June, the statement becomes overdue on 15 June

What Are the Consequences of an Overdue Confirmation Statement?

Failing to file your Confirmation Statement is a criminal offence for the company and its directors. The consequences include:

• Your company being listed as “Confirmation Statement overdue” on the public register

• Potential prosecution of directors

• Fines or penalties for non-compliance

• Strike-off action by Companies House, meaning your company could be removed from the register and dissolved

Even if your company is dormant or not actively trading, you are still required to file the statement unless it has been officially closed.

How to Fix an Overdue Confirmation Statement

To resolve the issue:

1. Log in to Companies House WebFiling

2. Review your company details

3. Submit the Confirmation Statement as soon as possible

4. Pay the £13 filing fee (or £40 if filing by post)

If there are changes to directors, shareholders or PSCs, you will need to submit the appropriate forms before filing the statement.

Once submitted, the overdue warning will be removed from your record. If your company’s Confirmation Statement is overdue, it’s a clear sign that your statutory filings may not be under full control. Missing this deadline can lead to more than just warnings, it can trigger strike-off procedures and legal action against directors. Our limited company accountants offer a complete compliance service, handling everything from confirmation statements to company accounts and shareholder changes. We make sure all your Companies House filings are submitted accurately and on time, protecting your company’s legal standing and giving you the freedom to focus on running your business.

Can You Be Fined for Filing Late?

While Companies House does not automatically issue a monetary penalty for late filing of a Confirmation Statement, the risk of more serious enforcement action increases the longer the delay. Persistent non-filing can lead to prosecution or strike-off, both of which can have lasting consequences for the directors involved.

Final Thoughts

If your Confirmation Statement is overdue, do not ignore it. It is a straightforward filing, but failing to act could lead to significant problems, including the loss of your company. Whether you have made changes or not, you must file the statement each year to confirm your records are correct.

By filing on time and keeping your details up to date, you protect your company’s legal status and credibility. For smaller companies, especially those managed by a sole director, it’s easy to overlook a deadline like the Confirmation Statement, particularly when juggling day-to-day operations. That’s why our small company accountant service is designed specifically for start-ups and micro-businesses that need reliable, affordable support. We take the pressure off by monitoring your due dates, filing on your behalf, and ensuring your company stays compliant year after year. It’s everything you need to avoid unnecessary penalties and keep your business on the right track.

Unsure what to file, when to file it or how to stay compliant? Our Companies House Help hub walks you through it all.

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