What happens if I file a confirmation statement late?

What happens if I file a confirmation statement late?

A late confirmation statement can lead to various issues for a limited company. In this article, we provide guidance on filing a confirmation statement, how to avoid delays, and the potential consequences of non-compliance with this annual requirement.

While timely submission is crucial, it’s not uncommon to miss this legal obligation. Fortunately, Companies House does not impose automatic financial penalties for late submissions. However, you should file your confirmation statement as soon as possible to avoid further complications.

What is a confirmation statement?

A confirmation statement is an official document (form CS01) required by Companies House. All companies and LLPs, including dormant or non-trading entities, must submit this form at least once every 12 months during what is known as the ‘review period.’

The purpose of the confirmation statement, previously called an ‘annual return,’ is to verify and confirm that the information Companies House holds about your company is accurate and up-to-date. This ensures that your company records remain current.

Even if no changes occurred during the review period, filing a confirmation statement is mandatory to confirm the accuracy of your company’s information.

New requirement from 5 March 2024

Starting 5 March 2024, all companies and LLPs must also include a ‘statement of lawful purposes’ in their confirmation statements. This new requirement ensures companies confirm that their intended future activities comply with the law.

What is the deadline for filing a confirmation statement?

You must file your confirmation statement within 14 days of the end of your 12-month review period. The review period starts either:

• On the date your company was incorporated, or
• On the ‘statement date’ (or ‘due date’) of your last confirmation statement.

The statement date is the date you confirm that the information held at Companies House is accurate and up to date. Any updates or changes made in the confirmation statement should reflect the company’s status as of this date.

To avoid late filing, ensure the confirmation statement is submitted no later than 14 days after the statement date. Filing after this deadline will make your statement officially late.

Filing a confirmation statement early

You can file your confirmation statement at any point during the review period. Filing early will reset your review period, meaning your next confirmation statement will be due 12 months after the early submission date.

You might choose to file early to update Companies House immediately about certain changes, such as adjustments to share capital or shareholder details, rather than waiting until the end of the review period.

Examples of filing deadlines

Example 1

A company is incorporated on 1 April 2024.

• Review period: 1 April 2024 to 31 March 2025.
• Statement date: 31 March 2025.
• Filing deadline: 14 April 2025.

Example 2

A company is incorporated on 1 April 2024, and the review period runs from 1 April 2024 to 31 March 2025. The company files its confirmation statement early, on 1 January 2025.

• New review period: 1 January 2025 to 31 December 2025.
• Next statement date: 31 December 2025.
• Filing deadline: 14 January 2026.

How to check your filing deadline

To confirm your company’s statement date and filing deadline, follow these steps:

1. Visit the Companies House service website.
2. Search for your company name and select it from the results.
3. Under the ‘Overview’ tab, locate the ‘confirmation statement’ section at the bottom right.

This section will display your next statement date and filing deadline

Late submissions

Filing your confirmation statement late will not alter your 12-month review period. Unlike early submissions, a late filing does not reset the review period, so the schedule remains the same.

What happens if I file a confirmation statement late?

The good news is that missing your confirmation statement deadline doesn’t result in automatic financial penalties. However, filing late is not without consequences.

Typically, Companies House will issue an automatic warning, urging you to submit the overdue confirmation statement as soon as possible. It’s crucial to act immediately. Failing to file could lead to your company being struck off the register (closed down), leaving you unable to trade.

Moreover, failing to file on time and ignoring warnings from Companies House constitutes a criminal offence. This breach of the Companies Act 2006 could result in prosecution for both the company and its officers, with fines of up to £5,000.

The consequences of late filing are serious, so always aim to submit your confirmation statement on time. To stay on top of this obligation, set your own filing reminders rather than relying solely on notifications from Companies House.

How should a late confirmation statement be filed?

Filing a late confirmation statement follows the same process as submitting one on time. Here’s what you need to do:

1. Review your company details: Use the Companies House online company information service to check the current information they hold about your company.
2. Update outdated information: Ensure all out-of-date company details are updated via the Companies House WebFiling service.
3. Report any changes: Provide updates to any of the following:
   • Directors and company secretaries
   • People with significant control (PSCs)
   • The registered office address of your company
   • Standard Industrial Classification (SIC) codes
   • Statement of capital
   • Trading status of shares
   • Exemption from keeping a PSC register and shareholder information
4. Pay the filing fee: Submit the required annual payment for filing the confirmation statement. The fee is £34.00 if filing online or £62.00 if filing by post. This payment covers a 12-month payment period, which starts on the date the payment is made. Note that the payment period may differ from the review period.

By following this standard process, you can file your confirmation statement and bring your company records up to date with Companies House.

How can I avoid a late confirmation statement?

To avoid submitting a late confirmation statement, follow these steps:

1. Use Startxpress’ Confirmation Statement Service: Let a company expert prepare and file your confirmation statement for you. This service renews annually, ensuring you receive reminders each year to stay on track.
2. Submit early: File your confirmation statement earlier in the review period. This proactive approach prevents the stress of last-minute filing and reduces the risk of missing the deadline.
3. Sign up for Companies House email reminders: Register for their email reminder service to receive notifications about your confirmation statement due date, helping you stay on top of your filing obligations.
4. File updates as changes occur: It’s good practice to file confirmation statements promptly when certain updates arise, minimizing the chance of delays. You can use confirmation statements to update details like:
   • Principal business activities or SIC codes
   • Statement of capital
   • Trading status of shares
   • PSC register exemption
   • Shareholder information
5. Handle separate changes promptly: Report other updates directly to Companies House before confirming them in your statement. These include:
   • The registered office address
   • The single alternative inspection location (SAIL) address
   • People with significant control (PSCs)
   • Directors and company secretary details
   • The company’s registered email address

By staying organized and utilizing these methods, you can ensure your confirmation statements are always submitted on time.

What is the payment period for a confirmation statement?

To file a confirmation statement, you must pay an annual fee to Companies House. This fee’s payment period operates independently of the review period.

For new companies, the payment period begins on the incorporation date and lasts for 12 months. For established companies, the payment period starts on the date of the last payment and also spans 12 months.

You can submit multiple confirmation statements within a single payment period without paying the fee each time. The fee is only required with the first confirmation statement filed during the payment period.

Example:

Company ABC is incorporated on 1 March 2025. Its first payment period runs from 1 March 2025 to 29 February 2026.

The company files its first confirmation statement on 15 September 2025 and pays the annual fee.

On 1 December 2025, the company files another confirmation statement. No fee is required because the current payment period is still covered by the fee paid in September.

The company submits its next confirmation statement on 10 March 2026, marking the start of a new payment period. You must pay The annual fee again at this point.

By understanding the payment period, you can avoid unnecessary fees and manage your filings efficiently.

FAQs about filing a late confirmation statement

Do you have any other questions?

In this article, we explained the importance of filing confirmation statements on time, the consequences of late submissions, and how to avoid delays. We also detailed the process of submitting a late confirmation statement, discussed the new requirements from March 2024, and highlighted the payment period for filing fees. Staying organized and proactive ensures compliance with Companies House obligations and prevents potential legal or financial repercussions.

For further insights, explore the Startxpress Help Center and Startxpress Blog. If you have questions or need support, reach out anytime at support@startxpress.io!

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