What Happens If I Forget to File My Confirmation Statement

At Towerstone Accountants we provide specialist limited company accountancy services for directors and owner managed businesses across the UK. We wrote this guide for people running a company who want clear answers on tax, payroll, Companies House filing 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.

Introduction

For many directors, the Confirmation Statement feels like one of the least important filings a company has to deal with. It does not involve tax, there is no calculation to review, and it often feels like a simple tick box exercise. Because of that, it is one of the most commonly forgotten statutory obligations I see in practice.

Unfortunately, forgetting to file a Confirmation Statement is not something you can safely ignore. While it may seem administrative, it sits at the heart of Companies House compliance, and failing to file it can have serious consequences, including financial penalties, reputational damage, and in the worst cases, your company being struck off the register.

In this article, I am going to explain exactly what happens if you forget to file your Confirmation Statement, how quickly issues escalate, what Companies House and other bodies can do in response, and what you should do if you are already late. I will also explain how to avoid the problem altogether going forward.

What is a Confirmation Statement and why it matters

A Confirmation Statement is a legal requirement for all limited companies and LLPs registered in the UK. It replaced the old annual return and exists to confirm that the information held at Companies House is accurate and up to date.

It covers details such as:

• Registered office address
• Directors and company secretary
• Shareholders and share structure
• Persons with significant control
• Nature of business activities

By filing the Confirmation Statement, you are confirming that either nothing has changed since the last filing, or that any changes have already been reported.

The key point many directors miss is that the Confirmation Statement is not optional. It must be filed at least once every 12 months, even if nothing has changed.

Who enforces Confirmation Statement compliance

Confirmation Statements are enforced by Companies House, not HMRC. This distinction is important, because many directors assume that if tax returns are up to date, everything else must be fine.

Companies House has its own powers, processes, and enforcement mechanisms. While it does share information with HMRC and other bodies, it operates independently.

In practice, Companies House compliance is increasingly strict, particularly as part of wider efforts to improve transparency and reduce fraud.

When a Confirmation Statement is due

A Confirmation Statement must be filed within 14 days of the review period end date.

The review period usually runs for 12 months from:

• The date of incorporation, or
• The date of the last Confirmation Statement

This means there is a clear deadline every year, and it does not move unless you file early and reset the review period.

One of the most common reasons statements are missed is that directors are unaware of the exact due date, especially if the company has been dormant or inactive.

What happens if you miss the deadline

If you forget to file your Confirmation Statement by the due date, the process usually unfolds in stages.

Initially, nothing dramatic happens overnight. There is no immediate fine issued the day after the deadline. This is why some directors assume it does not matter.

However, Companies House will begin to flag the company as non compliant, and the consequences escalate the longer the statement remains outstanding.

First stage: reminders and warning notices

Shortly after the deadline passes, Companies House will issue reminders. These are usually sent by email or post, depending on the contact details on file.

These reminders typically:

• State that the Confirmation Statement is overdue
• Explain that filing is a legal requirement
• Warn of potential consequences if not resolved

At this stage, there is still time to fix the issue easily by filing the statement and paying the filing fee.

Many companies resolve the issue at this point, often realising for the first time that the statement was due.

Is there a late filing penalty

This is an area that often surprises people.

There is no automatic late filing penalty or fine for submitting a Confirmation Statement late. The filing fee is the same whether it is filed on time or late.

However, the absence of an immediate fine does not mean there are no consequences. Companies House uses other enforcement tools that are far more serious.

Second stage: company shown as non compliant

If the Confirmation Statement remains outstanding, Companies House will mark the company record as non compliant.

This information is public and visible to anyone searching the company on the Companies House register.

In practice, this can cause issues with:

• Banks and lenders
• Suppliers and trade credit providers
• Professional advisers
• Customers carrying out due diligence

I regularly see banks query or even freeze changes to accounts when they notice a company has overdue filings.

Third stage: strike off action begins

If the Confirmation Statement is not filed after reminders, Companies House can begin strike off action.

This is the most serious consequence of failing to file.

Strike off action involves:

• A formal notice being sent to the company
• A public notice published in the Gazette
• A warning that the company may be dissolved

Once this process starts, the company is at real risk of being removed from the register.

What does being struck off actually mean

If a company is struck off, it is legally dissolved and ceases to exist.

The consequences include:

• The company can no longer trade
• All assets become property of the Crown
• Bank accounts are frozen
• Contracts automatically end

Directors often assume they can just reinstate the company later. While restoration is sometimes possible, it is time consuming, expensive, and not guaranteed.

Personal consequences for directors

Although the Confirmation Statement is a company obligation, directors have personal legal responsibilities to ensure filings are made.

Failing to file can lead to:

• Breach of statutory duties
• Damage to professional reputation
• Increased scrutiny of future companies

In some cases, persistent non compliance can affect a director’s ability to act as a director in the future.

What happens if the company is dormant

Dormant companies are not exempt from filing Confirmation Statements.

This is a very common misunderstanding.

Even if the company has never traded, has no income, and has no bank account, it must still file a Confirmation Statement every year.

Dormant status relates to accounting and tax activity, not Companies House obligations.

Interaction with HMRC and other bodies

While Companies House enforces Confirmation Statements, the knock on effects often extend further.

An overdue Confirmation Statement can:

• Trigger HMRC compliance checks
• Delay VAT or PAYE registrations
• Cause issues with grant applications
• Affect credit scores

In today’s environment, data sharing between government bodies means that one area of non compliance can easily lead to questions elsewhere.

Can Companies House prosecute for failure to file

Yes, in theory, failing to file a Confirmation Statement is a criminal offence under company law.

In practice, prosecution is rare and usually reserved for persistent or serious non compliance. However, the legal power exists, and it underlines how seriously the obligation is treated.

Most enforcement is handled through strike off rather than court action, but that does not make it less serious.

What to do if you have already forgotten to file

If you realise your Confirmation Statement is overdue, the most important thing is to act quickly.

The steps are usually straightforward:

• Check the due date
• Prepare and submit the Confirmation Statement
• Pay the filing fee
• Ensure all underlying information is correct

In most cases, filing the statement promptly will stop strike off action, provided the process has not progressed too far.

What if strike off action has already started

If strike off action has begun, you should still file the outstanding Confirmation Statement as soon as possible.

Once Companies House receives the statement and updates the record, strike off action is usually suspended or cancelled.

Timing matters here. Leaving it too late can result in the company being dissolved before the issue is resolved.

Can a struck off company be restored

If a company has already been struck off, restoration may be possible.

This typically involves:

• Applying to Companies House or the court
• Paying outstanding filing fees
• Bringing all filings up to date
• Paying restoration fees

Restoration is not instant and can disrupt business operations significantly. I always advise avoiding this scenario if at all possible.

Common reasons Confirmation Statements are missed

Based on my experience, the most common causes are:

• Directors unaware of the requirement
• Incorrect email or postal details
• Assuming the accountant handles it automatically
• Dormant companies being overlooked
• Multiple companies causing confusion

The assumption that accountants file Confirmation Statements unless told otherwise is particularly common and often leads to missed deadlines.

How to avoid missing a Confirmation Statement in future

Prevention is far easier than dealing with the consequences.

I usually recommend:

• Setting calendar reminders well in advance
• Using Companies House email alerts
• Assigning responsibility clearly
• Reviewing compliance annually
• Using professional support where appropriate

Some directors also choose to file the Confirmation Statement early each year to reset the review period and keep things simple.

The cost of ignoring it versus dealing with it properly

The direct cost of filing a Confirmation Statement is minimal. The indirect cost of ignoring it can be substantial.

I have seen businesses lose bank facilities, miss funding opportunities, and face forced dissolution over something that could have been resolved in minutes.

In my professional opinion, this makes the Confirmation Statement one of the highest risk low effort compliance tasks a company has.

Final thoughts

Forgetting to file your Confirmation Statement may feel minor, but the consequences can be serious if it is not addressed promptly.

While there is no immediate fine, Companies House has powerful enforcement tools, and strike off action is a real risk. The longer the statement remains outstanding, the harder it becomes to fix quietly.

If you have missed a filing, act now. File the statement, bring the record up to date, and put systems in place to ensure it does not happen again.

In my experience, companies that treat Companies House compliance with the same seriousness as tax compliance avoid unnecessary stress, disruption, and risk.

You may also find our guidance on How do I file my Confirmation Statement each year and What happens if I file my company accounts late helpful when exploring related limited company questions. For a broader overview of running and managing a company, you can visit our limited company hub.