Late Confirmation Statement? Here is a Step-by-Step Guide on What to Do

A confirmation statement (Form CS01) is filed at Companies House by all UK-registered companies, including the dormant entities. It's a significant document summarising a company's core features like the registered office address and director's information.

Form CS01 was introduced on June 30, 2016, replacing the annual return yet serving the same purpose. The form is filed once every 12 months and is more straightforward for users.

So, what happens with a late confirmation statement? A late confirmation statement can cause several problems for a limited company. Although there are no automatic financial penalties for late filing, you should file a statement at Companies House as soon as possible.

Annual filing is mandatory; failure to do so can cause an LLP to face consequences for late filing. Therefore, if you're interested, know what problems your company will face, how to avoid late filing, and a step-by-step guide on what to do.

What is a Confirmation Statement?

A confirmation statement is a statutory filing requirement for all companies registered in the United Kingdom.

Companies must complete this form once every 12 months, and the period is known as a review period. WHY? Companies House uses the document to 'check and confirm' if they hold correct and up-to-date company information.

Regardless of whether something or something has stayed the same about the company during the review, filing a confirmation statement is still mandatory.

Another development since March 5, 2024, is that all companies must confirm their intended future activities are lawful on each statement. The new requirement is known as a 'statement of lawful purposes'.

The Importance of a Confirmation Statement

For registered companies in the UK, a confirmation statement is an essential document that captures the annual status of a company.

The document serves as a checkpoint to verify and update business information at Companies House to ensure the public record is up-to-date.

So, what company information are we talking about? The confirmation statement contains these details:

• Company name
• Directors' and shareholders' details

The timely filing of this statement at Companies House shows commitment to transparency and legal compliance. The time to file Form CS01 starts ticking after incorporation or the anniversary date of the previous confirmation statement.

But there's some good news from Companies House.

There's a 14-day window after the anniversary to file a confirmation statement. After filing your confirmation statement, the filing cycle repeats every 12 months.

A Step-by-Step Guide For Late Filing of a Confirmation Statement

A confirmation statement filed on time or one filed late is the same. Here are the steps to follow:

1. Check the details of your company that Companies House holds using their online service.
2. Update all out-of-date company information accordingly. You can do this via the Companies House WebFiling service.
3. Provide new details if any of these details change:

• Directors and company secretaries (where applicable)
• The company's registered office address
• People with Significant Control (PSCs)
• Statement of capital
• Standard Industrial Classification (SIC) codes
• Trading status of shares
• Why you have immunity from keeping some registers: a PSC register and shareholder details

4. Pay the annual fee for filing the confirmation statement, which is £13.00 for those filing online or £40.00 for those filing via post. The payment is valid for 12 months, the same as the confirmation statement beginning from the payment date.

What to Include in a Confirmation Statement

Completing a confirmation statement is all about checking your company's information as it appears in the Companies House records. Your company's information must always be correct and up-to-date to avoid misleading the public.

Anytime there's a change in the company, you must NOTIFY Companies House soon enough.

These are the details you have to check and confirm that it is correct and up to date at that time. You will have to check the details and verify whether they're proper.

• Registered office address
• Location of the company's statutory registers - SAIL, registered office
• Single alternative inspection location (SAIL address)
• Standard Industrial Classification (SIC) codes describe the company's main activities.
• Current company officers (company secretary, directors, LLP members)
• Every shareholder's name
• Share details - holder, class, number of shares, and any transfer details
• Statement of capital
• Collective shares issued by a company
• The aggregate nominal value of the shares
• A cumulative amount that's unpaid (if any) for the shares
• Order of rights attached to each share class
• Total shares in each class
• Aggregate minimal value of every class of share
• Shares trading status
• People with Significant Control (PSCs)
• Exemption from keeping a register (PSC, LLP members, shareholders)

From March 4, 2024, all UK-registered companies must provide a registered email address in the following confirmation statement. The registered email address is used instead of a residential address for official communication and won't appear on public records. Subsequently, Companies House will confirm if the email address a company submits is valid.

The Effects of Late Confirmation Statement

An overdue confirmation statement is NO minor issue.

Although Companies House may not impose immediate financial penalties for late submission, a warning is issued. Failure to comply with the warning can cause further enforcement proceedings to kick off. Continuous failure to submit the confirmation statement can result in a company's and its officers' prosecution.

Legal prosecution is a significant risk to a business, hence the need to adhere to submission deadlines. Meeting government deadlines isn't only about avoiding fines but upholding the company's reputation. It's also a show of commitment to proper corporate governance.

1. Financial Consequences

Whilst financial penalties aren't definite, Companies House can impose them depending on several factors, like the length of delay and business size. The first warning may not be a fine, but if there is continuous failure to honour these warnings, the company can be fined up to £7,500.

It's recommended that once a company is slapped with a financial penalty, it should be addressed immediately to avoid further issues. Failure to which Companies House can enforce the law through legal action. Companies can appeal either of these decisions by demonstrating the reasons for late submission.

2. Legal Repercussions

The ramifications can be severe if Companies House takes legal action for an overdue confirmation statement. The company directors can be disqualified for their inability to comply with statutory requirements.

When a company is GUILTY of persistent neglect to file confirmation statements, it can lead to dissolution. Here are the possible consequences for late filing of form CS01.

• It's considered a criminal offence
• Legal action against company officers
• Company officers (directors or LLP members) attract personal financial penalties
• Loss of legal status by striking off the company from Companies House Register

Every company should file confirmation statements on time to avoid the above consequences.

Ways to Avoid Late Confirmation Statement

If you're too busy to file your company's confirmation statement, you can seek a confirmation statement service and let them do it for you. Besides the charges by Companies House, the concerned company will charge a fee for the renewable service annually as long as you need the service.

Alternatively, you can avoid missing the filing deadline by submitting a statement earlier in the review period. Early confirmation statement filing will prevent the last-minute rush, and you'll always be on time.

Another way to avoid late confirmation statement filing is by signing up for the Companies House email reminder service. As a result, you'll receive timely notifications reminding you of the due date of your confirmation statement.

Filing a confirmation statement when the company experiences changes is good practice to avoid a last-minute rush and forgetting some new details. Here are the details you can update on a confirmation statement:

• Principal business activities or Standard Industrial Classification (SIC) codes
• Shares trading capital
• Statement of capital
• Shareholder information
• Exemption from keeping a register of people with significant control (PSC)

For the changes below, a company must notify Companies House separately before confirming them on the statement. They include:

• The registered office address
• People with Significant Control
• The Single Alternative Inspection Location (SAIL address)
• Company directors and secretary (if any)
• The company's registered email address

Common Causes of a Late Confirmation Statement

You may wonder why a company would be late filing a single document, even though they have had an entire year to prepare it. However, before you judge anyone for failing to submit statutory documents, they might have genuine reasons.

You can avoid such pitfalls by understanding why and how late confirmation statements happen. Here are some reasons why people might miss deadlines:

• Unfamiliarity with deadlines -unawareness of the obligation and when to submit, especially for new formations
• Administrative oversights - changes in the company structure or personnel and directors rush to submit form CS01 and then miss some details.
• Changes in company information - changes in share capital and shareholder details must be communicated to Companies House immediately after they happen. There are separate forms to report different changes, and this should be done before filing a confirmation statement. Not communicating these time changes can be termed a late confirmation statement. WHY? Companies House will need to have up-to-date information about the company.

How to File a Confirmation Statement

You can file a confirmation statement and deliver it to Companies House in one of the following ways:

• Use form CS01 and post it, or form LL CS01 for LLPs
• WebFiling (online)
• Use a company formation service

Online filing is fast and cheaper.

You also benefit from built-in checks and pre-populated data that guide you through the process. A confirmation agent will charge an extra fee for the service above the standard charge. The fee will be renewed annually as long as they provide the service for your company.

The Payment Period of a Confirmation Statement

Companies House charges an annual fee to file a confirmation statement, and the payment period is separate from the review period.

For new formations, the payment period is 12 months from the incorporation date. As for older companies, the next payment is made 12 months from the previous payment date.

Within the review period, you can file multiple confirmation statements, all covered by a single annual fee. You must only pay the yearly fee alongside the first confirmation statement in each payment period.

All Private Limited Companies, including LLPs (dormant or active), must submit a confirmation statement to Companies House at least once every 12 months.

Even when a company isn't trading, there can be changes in the internal structure, and these changes must be reported to Companies House. Reporting company changes to Companies House is necessary to ensure the public register is correct and current.

Who Files a Confirmation Statement?

The director's legal responsibility is to ensure all statutory documents are correctly filed and submitted to Companies House. They must observe all the necessary deadlines to ensure filing is done right. Companies with secretaries are responsible for filing the statutory documents, whereas, in an LLP, the task is done by designated members.

Late filing or failure to deliver a confirmation statement to Companies House is considered criminal. As a result, it can attract serious consequences for a company, such as financial penalties or court action in extreme situations. If a company has persistent neglect to file confirmation statements, the directors can be disqualified, prosecuted, or the company dissolved in a court action.

Incorporate Your Company with Incorpuk Today

At Incorpuk, we will help you file accurate information when you register your company through us. We will help you with incorporation articles, a registered office address, and all you may need to register your company in the UK. Contact our team if you seek any information; we will gladly assist.

Frequently Asked Questions

What happens when a confirmation statement is late?

There's no automatic financial penalty for late filing of a confirmation statement or missing a deadline. However, this does not mean failure to meet the requirement is consequence-free. Initially, Companies House will issue a warning and request that you submit the papers immediately.

What do I require to file a confirmation statement?

You must check and confirm basic company information that's up to date and accurate on your confirmation statement. The information you submit includes the business description, the registered office address, company officers, registers, business description (SIC), people with significant control 9PSC), share capital and shareholders.

How do I know the deadline for filing my confirmation statement?

A confirmation statement is filed once every 12 months or annually. The filing information should reach Companies House within 14 days after the lapse of 12 months, also known as a 'review period'. The review period begins on the day of incorporation or the anniversary of the previous filing.

Conclusion

Compliance with filing statutory documents is a good practice for a company operating according to the law in the UK. Besides, it also builds a good reputation, not to mention smooth business operations.

Companies can submit their filing via post to Companies House or use their online web service for the same purpose. However, if you need more time to file your company confirmation statement, hire the services of a formation company to do it for you.

Timely filing of a confirmation statement is an administrative duty and a display of transparent and liable corporate governance. Companies House sends a warning to any company that is continuously faced with late confirmation statement filing. Paying attention to file form CS01 will attract a warning or financial penalties and a court action that might not be favourable to your business.

Therefore, filing all statutory documents on time, including confirmation statements, is essential to avoid loss of money or legal issues. Any firm that appreciates timeliness will do whatever is possible to avoid late filing of papers to Companies House. As a result, it ensures the registrar has accurate and up-to-date records.  Do you have any questions about filling Late Confirmation Statement? Kindly contact one of our Incorpuk experts here.