What is a Confirmation Statement? All You Need to Know

Ryan Patrick

• 6 min read
What is a Confirmation Statement? All You Need to Know

A confirmation statement or the Companies House form CS01 is a business document containing essential information on management, the company's activities, and ownership. Whether your company is trading or dormant, you must file the confirmation statement yearly by the limited liability partnerships and limited companies.

This statutory filing was introduced on 30 June 2016, replacing the annual return but serving the same purpose. Failure to submit the confirmation statement may result in severe penalties, so you must provide up-to-date information if your company details change.

This blog is an eye-opener to everything you must know when filing a statutory statement with the UK companies' registrar.

What does the Law say About Confirmation Statements?

The Companies Act 2006 requires companies to deliver confirmation statements with correct information to the Companies House. Under Section 853A(1) it states:

"Duty to deliver confirmation statements

(1)Companies must, before the end of 14 days period and after the end of each review period, deliver Companies House—

(a) the information as it is essential to ensure that the business makes the statement mentioned in paragraph (b) and

(b) the statement confirming that the business must deliver all information to the registrar in relation to the confirmation period concerned under any duty mentioned in subsection (2) either—

(i) has been delivered, or

(ii) is delivered at the same time as the confirmation statements."

Confirmation statements must be submitted within a specified timeframe as mandated by law. This deadline falls within 14 days after the conclusion of a 12-month review period. Failure to stick to this requirement violates the Companies Act 2006 and is subject to criminal penalties.

Confirmation Statement Review Explained

The 12-month review period of the confirmation statement starts

  • The date of your business formation
  • Statement date, meaning the date of your last confirmation statement

For example, if your business was incorporated on 1 February 2024, the review period will start on 31 January 2025. You will have an additional 14 days to file your confirmation statement, less than the 28-day period that applies when filing annual returns.

The 12-month review period allows companies to make confirmation statements when doing other company filings toward the end of the financial year.

Purposes of a Statutory Statement

The purpose of this statutory filing is to verify vital company data recorded at the company's registrar is accurate and up to date at a certain date. If the information on the record is out of date or incorrect when the confirmation date is due, you must update it.

The confirmation statement is simpler than the annual return because you only need to provide new information if there have been changes within the last 12 months. If your company details remain unchanged, you must verify and confirm the existing information with Companies House when submitting the statement.

What's on the Confirmation Statement

When filing for the confirmation statement, check details at the company's registrar and review if the information is up-to-date or correct at that time. The details you will check and confirm include:

  • Registered office address
  • Single alternative inspection location (SAIL address)
  • Standard industrial classification (SIC) codes
  • Current company officers, for example, LLP members, directors, and company secretaries
  • Names of shareholders
  • Shares held by every shareholder
  • Statement of capital
  • Total amount of company-issued shares
  • The nominal value of shares
  • Aggregate amount of unpaid shares
  • Prescribed particulars of rights of each class of share
  • Total amount of shares of every class
  • The nominal value of every class of share
  • Shares trading status
  • People with significant control
  • Exemption from keeping the people with significant control registers

How to Notify Companies' Registrar of any Changes

You are legally obligated to notify the Companies House of specific changes using separate forms before filing the confirmation statement. It includes:

  • Change of registered office
  • Change of SAIL address
  • Change the residential address of company secretaries or directors in person with a significant control register.
  • You also need to deliver other changes, like
  • Changes to SIC codes
  • Statement of capital
  • Trading status shares: Part 3 of Form CS01 requires a trading status statement confirming whether the company's shares are listed for trading on a market regulated by a UK-regulated market, UK-recognised investment exchange, or EU-regulated market.
  • Shareholders details: shareholders amount of shares they own and names. It should also specify the quantity class and transfer information.
  • SAIL address
  • Registered office address
  • People with significant control
  • Filling Companies House Form CS01

You prepare your company confirmation statement by filling out the Companies House form CS01. You can complete the form using the paper-based version through a company formation agent or online WebFilling service. Remember to submit the confirmation statement even when there are no changes in your company information. By submitting it, you will be confirming the current details are correct and up to date.

The CS01 form has two pages containing

If you're filling out the confirmation statement online, you will pay £13 and £40 if you use a based version. You pay this fee once a year, although you can file many confirmation statements annually without an additional fee.

You are required to file and submit additional forms if you're providing certain details for the first time or if changes have occurred in the following:

  • Use Form CS01 part 1 to change the SIC code
  • Use CS01 part 2 to change the statement of capital
  • Use Form CS01 part 3 to change trading status
  • Use Form CS01 part 4 to change share shareholder information

If your company was struck off, you can use the CS01 paper version to restore your company to the Companies Register. You must provide the due confirmation statement before your business is struck off.

Dormant Companies' Confirmation Statements

Limited companies must deliver the confirmation statement every 12 months, regardless of their trading status. This is because a company can be dormant, but the details of the internal structure can change. That's why you should confirm the details in the company's registrar are correct each year on given deadlines.

Who Should File the Confirmation Statement?

Directors should file the confirmation statements with the Companies House within the given deadlines, although the company secretary carries out the administrative tasks.

What Happens if I miss the Confirmation Statement Deadline?

If your company fails to deliver the confirmation statements to companies registrar in the given time frames, the offence is committed by:

  • The company
  • Every secretary and director, unless they can show they made a reasonable effort to prevent the offence from occurring.
  • Shadow directors
  • Every company official who is in default

Companies Act 2006 section 853L(2) states that failure to deliver the confirmation statement may result in a fine or a daily default fine for ongoing non-compliance. Further consequences may include removing the company or LLP from the register and disqualifying or prosecuting its directors or designated LLP members.

Confirmation Statements vs Annual Accounts: What's the Difference?

These documents have a once-per-year filing requirement, and their similarity ends there. Let's look at what these two documents mean

  • Annual confirmation statements: they verify important details regarding the internal organisation of a limited company or LLP as of a specific date. These statements must be submitted to Companies House at least once every 12 months.
  • Annual accounts: these display a company's financial performance and transactions throughout the preceding year. You must provide copies to members, HMRC, and Companies House.

Frequently Asked Questions

Why is a confirmation statement important?

The confirmation statement is important because it confirms the details on the companies' registrar are correct. It's crucial to file it once or more yearly, whether your company is trading or dormant.

Failure to file a confirmation statement: what happens?

If you fail to file your business confirmation statements, you will be committing a criminal offence that may result in directors facing heavy fines. The registrar may also strike off your company from the public record if you fail to deliver the documents or deliver them late.

What is a confirmed statement?

It is a document that private limited companies and LLP file at Companies House annually. The document contains information on company officials and a list of LLP members. The confirmation statement must include the company's registered office.

Conclusion

As a company director, ensure you prepare and file your company's confirmation statements to Companies House annually to avoid heavy penalties. Ensure you don't miss filling, even if your business has not had changes 14 days after your review period. This will ensure your company remains compliant and all the information in the Companies House register is up-to-date and accurate.

At Incorpuk, we will help you through the company formation process and file your confirmation statements to help your business stay compliant. Whether you're a UK resident or a non-UK resident, our team is ready to provide guidance and help you establish your company in the UK. Contact us here today.