Confirmation Statement
A Confirmation Statement (formerly Annual Return) is a document that all UK companies must file at Companies House at least once every 12 months confirming that the information held about the company is up to date. It covers registered office address, directors, persons of significant control, shareholder information, and SIC codes. Failure to file is a criminal offence.
A Confirmation Statement (CS01) replaced the Annual Return in June 2016 and must be filed at Companies House at least once every 12 months (within 14 days of the end of the 12-month review period). It confirms that the information on the register is accurate as at the confirmation date, covering: registered office, directors and secretaries, persons of significant control (PSC), SIC codes, share capital, and shareholder details. Updating the statement is free; a £34 filing fee applies to the associated CS01 form. Failure to file is a criminal offence that can lead to the director's prosecution and the company's compulsory strike-off. Directors of struck-off companies who continue trading can be personally liable for company debts. The confirmation statement does not replace the obligation to notify Companies House of changes — changes must be notified promptly (often within 14 days) as they happen throughout the year.
What it means in practice. The confirmation statement is a snapshot, not a return of new information. You are certifying that what the register already says about your company is correct as at the confirmation date. If something has changed and you never told Companies House at the time, you cannot simply correct it here — most changes have to be filed on their own forms first, and only then can the statement be confirmed. The one exception in practice is that shareholder and share capital details are updated within the statement itself.
A worked example. Leila runs a two-director company. In August one director resigns and Leila issues 100 new shares to an investor who takes 30% of the company. She does nothing at the time. In November her confirmation statement falls due. She now has to file the director's termination first, register the investor as a person with significant control, and only then file the statement showing the updated shareholdings. Had she filed each change within 14 days as it happened, the statement itself would have taken ten minutes.
Common pitfalls. Dormant and non-trading companies still have to file — having no activity is not an exemption, and dormancy is the single most common reason people forget. The persons with significant control register is the section most often wrong, particularly where shares are held through another company or a trust. And the £34 fee covers a twelve-month payment period, so filing an early statement to reflect a change does not create a new charge within that period.
How it relates to other terms. The statement is filed with Companies House, alongside but separately from your annual accounts, and failing to file is a criminal offence that can lead to prosecution of the directors and compulsory strike-off. It has nothing to do with your corporation tax return, which goes to HMRC, or with PAYE filings, which are made every payday.
What to do next. Use our Companies House filing guide to work out your review period end date and set a reminder two weeks before it. Run through the business compliance checklist annually so nothing else is missed, and keep the underlying registers up to date using business record keeping.
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