Confirmation Statements Explained

Introduction

At Towerstone Accountants we provide specialist limited company accountancy services for directors and owner managed businesses across the UK. We created this webpage for people responsible for company filings and statutory records who want clear guidance on Companies House requirements without jargon. Our aim is to help you understand your obligations, avoid filing errors, and stay compliant with Companies House and HMRC.

A confirmation statement is one of the most misunderstood and underestimated company filings in the UK. I regularly speak to directors who are diligent about accounts, Corporation Tax, VAT, and payroll, yet are caught out by a missed confirmation statement because it feels administrative, minor, or something that must surely be handled automatically by an accountant.

In reality, the confirmation statement is a core legal requirement for every limited company and LLP in the UK. It plays a crucial role in keeping the public record accurate and transparent, and failure to deal with it properly can ultimately lead to strike off action and the forced closure of a company, even one that is profitable and fully up to date with HMRC.

In this article, I am going to explain clearly and practically what a confirmation statement is, why it exists, what information it covers, when it must be filed, and what happens if it is missed. I will also explain how it differs from accounts and tax returns, and why it carries more risk than many directors realise. This is written from a real world UK perspective, based on how these filings are handled in practice.

What a confirmation statement actually is

A confirmation statement is a statutory filing that every limited company and LLP must submit to Companies House at least once every 12 months.

Its purpose is not to report financial performance or calculate tax. Instead, it confirms that the core information held on the public register about the company is correct and up to date.

By filing a confirmation statement, the company is effectively saying:

“These details are accurate as at this date, or any changes have already been properly reported.”

Even if nothing has changed during the year, the confirmation statement must still be filed.

Why the confirmation statement exists

The confirmation statement replaced the old annual return.

The change was designed to shift the focus from simply submitting information once a year to maintaining an accurate and continuously updated public record.

The UK operates a public companies register, which allows anyone to check who owns and controls a company. This transparency is important for:

• Creditors
• Customers
• Banks and lenders
• Regulators
• The wider public

The confirmation statement acts as an annual checkpoint to ensure that this information remains reliable.

What information is confirmed in a confirmation statement

The confirmation statement does not usually introduce new information. Instead, it confirms existing information that should already be correct.

The key areas covered include:

• Registered office address
• Directors and company secretaries
• Shareholders and shareholdings
• Statement of capital
• Persons with Significant Control
• Nature of business activities

If any of this information has changed during the year, those changes should be reported at the time they occur, not saved for the confirmation statement.

The confirmation statement then confirms that everything shown on the register is correct as at the review date.

Confirmation statement versus company accounts

One of the most common misunderstandings is confusing the confirmation statement with company accounts.

They serve completely different purposes.

Company accounts show:

• Financial performance
• Assets and liabilities
• Profit or loss

The confirmation statement shows:

• Ownership and control
• Company structure
• Key legal details

Filing accounts does not replace the confirmation statement. Filing a confirmation statement does not replace accounts. Both are required.

I often see companies fully up to date with accounts but still at risk of strike off because confirmation statements were missed.

Confirmation statement versus Corporation Tax returns

Another common assumption is that the confirmation statement is linked to HMRC.

It is not.

Corporation Tax returns and payments are dealt with by HMRC. Confirmation statements are dealt with by Companies House.

A company can be perfectly compliant with HMRC and still be non compliant at Companies House if confirmation statements are overdue.

These two compliance tracks run independently.

Who must file a confirmation statement

Every limited company and LLP registered in the UK must file a confirmation statement.

This includes:

• Trading companies
• Dormant companies
• Non trading companies
• Property holding companies
• Group companies

Dormancy does not remove the requirement.

This is one of the reasons dormant companies are frequently struck off, not because dormancy is a problem, but because directors assume nothing needs to be done.

When a confirmation statement is due

Each company has a review period, usually 12 months long.

The review period starts on:

• The date of incorporation, or
• The date of the last confirmation statement

At the end of the review period, the company has 14 days to file the confirmation statement.

This deadline is fixed and does not move unless the statement is filed early and the review period is reset.

Missing this deadline results in the confirmation statement being marked as overdue.

How often a confirmation statement must be filed

A confirmation statement must be filed at least once every 12 months.

However, it can be filed more frequently if desired.

Some companies choose to file early each year to:

• Reset the review period
• Avoid last minute deadlines
• Align filings with internal reviews

Filing more often does not increase the fee beyond the standard annual charge.

How a confirmation statement is filed

Confirmation statements are usually filed online through the Companies House system.

The process involves:

• Reviewing the company’s public details
• Confirming they are correct or making updates
• Paying the filing fee
• Submitting the statement

In most cases, it takes only a few minutes if the records are already accurate.

This simplicity is one reason it is often underestimated.

The confirmation statement filing fee

There is a filing fee for the confirmation statement, payable once per year.

The fee applies regardless of:

• Whether the company is trading
• Whether anything has changed
• Whether the statement is filed early or late

The fee is modest, but the consequences of not paying it are significant.

What happens if nothing has changed

Even if absolutely nothing has changed since the last confirmation statement, the company must still file one.

In this situation, the statement simply confirms that all details remain the same.

I regularly hear directors say “nothing changed so we did not file”. Unfortunately, that is not how the system works.

No change does not mean no filing.

What happens if a confirmation statement is not filed

There is no immediate fine for missing a confirmation statement deadline, which often gives a false sense of security.

However, Companies House treats failure to file as a serious compliance issue.

The escalation typically follows this pattern:

• The statement is marked as overdue
• Reminder notices are issued
• The company is flagged as non compliant
• Strike off action may begin

Strike off action is the real risk, not a small financial penalty.

What strike off action means

If a company persistently fails to file confirmation statements, Companies House can begin the process of striking the company off the register.

This can result in:

• The company being dissolved
• Bank accounts being frozen
• Assets passing to the Crown
• Trading becoming illegal

This can happen even if the company is profitable and fully up to date with tax.

I have seen otherwise healthy businesses face forced closure purely because confirmation statements were ignored.

Directors’ responsibility for confirmation statements

Directors are legally responsible for ensuring confirmation statements are filed.

Even if an accountant or company secretary assists, the legal responsibility remains with the directors.

Assuming someone else is handling it is one of the most common causes of missed filings.

Accountants and confirmation statements

Some accountants include confirmation statement filing as part of their service, others do not.

There is no automatic requirement for an accountant to handle it unless it is specifically agreed.

This is why I always recommend directors clarify who is responsible rather than assuming.

Confirmation statements and PSC information

One of the most important parts of the confirmation statement relates to Persons with Significant Control.

The PSC register identifies who ultimately owns or controls the company.

Errors or omissions here can:

• Delay banking or finance
• Trigger compliance questions
• Cause regulatory concern

The confirmation statement confirms that PSC information is accurate and up to date.

Changes that should not wait for the confirmation statement

Certain changes must be reported as they happen and should not be left until the confirmation statement.

These include:

• Appointment or resignation of directors
• Changes to PSCs
• Changes to registered office
• Allotment or transfer of shares

The confirmation statement is not a substitute for real time updates.

Why confirmation statements matter more than they seem

In my experience, the confirmation statement is one of the highest risk low effort filings a company has.

It is easy to file, inexpensive, and quick, yet failure to deal with it can ultimately shut a company down.

This is because Companies House uses it as a key compliance indicator. Companies that ignore confirmation statements are seen as inactive or unresponsive, even if that is not true.

Confirmation statements for dormant companies

Dormant companies must still file confirmation statements every year.

This is a point worth repeating, because it catches so many people out.

Dormancy affects accounts and tax, not Companies House obligations.

A dormant company that misses confirmation statements is just as likely to face strike off as a trading company.

How to check if a confirmation statement is due

You can check a company’s confirmation statement status by searching the company on the Companies House register.

The public record shows:

• The last confirmation statement date
• The next due date
• Whether the statement is overdue

This is visible to anyone, not just directors.

What to do if your confirmation statement is overdue

If a confirmation statement is overdue, the solution is usually simple.

In most cases, you should:

• Log in to the Companies House filing system
• Review and confirm company details
• File the confirmation statement
• Pay the filing fee

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

The key is not to ignore it.

Common mistakes I see in practice

Based on my experience, the most common errors include:

• Assuming no filing is needed if nothing changed
• Confusing confirmation statements with accounts
• Forgetting dormant companies
• Relying on accountants without confirmation
• Ignoring reminders

All of these mistakes are avoidable with basic systems.

How to stay on top of confirmation statements

I usually recommend the following practical steps:

• Set calendar reminders well in advance
• Enable Companies House email alerts
• Review the public register annually
• Assign clear responsibility
• File early if it suits your workflow

These small steps eliminate most risk.

The wider impact of confirmation statement compliance

Beyond legal compliance, confirmation statements affect how your company is viewed.

Banks, lenders, and suppliers often check Companies House records.

An overdue confirmation statement can:

• Delay finance applications
• Raise credibility concerns
• Trigger additional checks

Keeping the record clean supports smoother business operations.

Final thoughts

A confirmation statement is not just an administrative formality. It is a core legal requirement that confirms who owns and controls a company and whether the public record can be trusted.

In my professional opinion, it deserves the same level of attention as accounts and tax returns, even though it is simpler to file. The cost and effort are minimal, but the consequences of ignoring it can be severe.

Understanding what a confirmation statement is, why it exists, and how to manage it properly removes unnecessary risk and ensures your company remains compliant, credible, and secure.

You may also find our guidance on how to file a confirmation statement and how much is a confirmation statement helpful when dealing with related Companies House tasks. For a broader overview of filings, registers, and statutory duties, you can visit our companies house hub.