Executive Summary
Every UK limited company must file a confirmation statement with Companies House at least once every 12 months, even if the business is dormant or has not changed its details.
Missing the deadline can have serious consequences, including:
- Potential criminal liability for the company and officers in default.
- Financial penalties imposed through the relevant enforcement process.
- Companies House taking steps to strike the company off the register.
- Additional administrative work to resolve overdue filings.
- Disruption to business operations if the company is dissolved.
The most important step is to address the overdue filing promptly. Companies should check their Companies House record, establish what is outstanding and submit the required information as soon as possible.
For foreign parent companies with UK subsidiaries, maintaining compliance is particularly important because UK statutory obligations remain in place regardless of whether the parent company is based overseas.
1. What Is a UK Confirmation Statement?
A confirmation statement, filed using form CS01, is a statutory filing that confirms the information held by Companies House about a company is accurate and up to date.
It generally covers information such as:
- The company’s registered office address.
- Directors and company secretaries, where applicable.
- Shareholders and shareholdings.
- People with significant control (PSCs).
- The company’s share capital.
- Its Standard Industrial Classification (SIC) code.
Companies must file a confirmation statement even when no changes have occurred during the relevant period.
The statement is not a replacement for notifying Companies House of changes that must be reported separately. For example, changes to directors or a registered office address generally require their own filings.
The confirmation statement is also separate from annual accounts and Corporation Tax returns. Filing one does not satisfy the company’s other statutory reporting obligations.
Official guidance: Filing your company’s confirmation statement.
2. When Is a UK Confirmation Statement Due?
A company must review its information and file at least one confirmation statement every 12 months.
The review period generally ends 12 months after either:
- The company’s incorporation date, for its first confirmation statement.
- The confirmation statement date recorded on its previous statement.
The company can file its confirmation statement up to 14 days after the end of the review period.
For example, if a company’s review period ends on 30 September, its filing deadline would generally be 14 days later.
Companies should check the specific dates shown on their Companies House public record rather than relying solely on internal reminders or assumptions based on the accounting year-end.
Important: The confirmation statement deadline is separate from the deadline for filing annual accounts. A company can be up to date with its accounts but still have an overdue confirmation statement.
3. What Happens If You Miss the Deadline?
The consequences depend on the circumstances, the length of the delay and whether the company responds to Companies House communications.
3.1 The company becomes non-compliant
Once the applicable filing deadline has passed without an accepted confirmation statement, the company is in breach of its statutory filing obligations.
The company’s public record may show that its confirmation statement is overdue. This can create concerns for lenders, investors, suppliers and other parties conducting due diligence.
For foreign-owned companies, an overdue filing may also raise questions within the wider group about the effectiveness of local governance and compliance procedures.
3.2 The company and responsible officers may face legal consequences
Failure to deliver a confirmation statement within the statutory period can constitute a criminal offence under the Companies Act 2006.
Depending on the circumstances and applicable legal provisions, the company and officers in default may face prosecution and court-imposed fines. Continued non-compliance can result in additional consequences.
This is not simply an administrative reminder that can be ignored indefinitely.
Directors should take reasonable steps to ensure the company meets its filing obligations and that any missed deadline is addressed promptly.
The relevant legislation is set out in section 853L of the Companies Act 2006.
3.3 Companies House may take steps to strike off the company
One of the most serious risks is that Companies House may initiate action to strike the company off the register.
Failure to file a confirmation statement can indicate that a company is no longer operating or that its statutory obligations are not being maintained.
Before striking off a company, the registrar generally follows the applicable statutory process, which can include communicating with the company and publishing a notice of the intention to strike it off.
If the company does not respond appropriately and the process is completed, it can be dissolved.
This is particularly serious if the company is actively trading, holds assets, has employees or is part of an international group.
Official guidance: Striking off or dissolving a limited company.
3.4 The company’s business operations may be affected
An overdue confirmation statement does not automatically prevent a company from trading. However, unresolved non-compliance can create practical difficulties.
For example, a bank, prospective investor or commercial counterparty may review the company’s public record before approving a transaction or entering into a business relationship.
If the company is struck off, the consequences become substantially more serious because the company ceases to exist as a legal entity. Its remaining assets may pass to the Crown, and restoring the company can involve additional procedures.
The potential impact therefore extends beyond the filing itself.
4. Is There an Automatic Late Filing Penalty?
Companies should distinguish between the consequences of filing a confirmation statement late and the penalties applicable to late annual accounts.
Late annual accounts are subject to a specific automatic civil penalty regime. Confirmation statements are governed by different provisions.
Failure to file a confirmation statement can result in legal enforcement, including prosecution and fines, and may lead to strike-off action. Companies should not assume that the absence of an automatic accounts-style penalty means there are no consequences.
If Companies House has issued a notice, penalty or other enforcement communication, the company should review it carefully and establish what action is required.
Where the position is unclear, professional advice can help determine the appropriate response.
5. What Should You Do If Your Confirmation Statement Is Overdue?
If you discover that your UK company’s confirmation statement deadline has passed, take the following steps.
Step 1: Check the Companies House record
Search for the company using its name or registration number on the Companies House register.
Review:
- The confirmation statement due date.
- Whether a statement has already been submitted or accepted.
- Whether previous confirmation statements remain outstanding.
- Any notices or strike-off information displayed on the record.
Do not assume that a submission has been completed simply because someone within the business prepared the information.
Step 2: Confirm which filing is required
Identify the overdue confirmation statement and establish the correct confirmation date.
If more than one filing is outstanding, determine which statements must be submitted to bring the record up to date.
If the company has already received a strike-off notice or enforcement communication, review the position urgently before proceeding.
Step 3: Review the company’s information
Before submitting the statement, check the information that Companies House holds.
Confirm that:
- The registered office and other relevant details are correct.
- Shareholder and share capital information is accurate.
- PSC information is current.
- The company’s SIC code reflects its activities.
- Required director identity verification steps have been completed.
A confirmation statement should not be submitted without checking the accuracy of the underlying information.
Changes that require separate notifications should be reported through the appropriate Companies House processes.
Step 4: Submit the confirmation statement
Use the relevant Companies House online filing service or the applicable alternative filing method.
The company will need the appropriate authentication details and may need to satisfy identity verification requirements.
Keep the submission acknowledgement and confirmation of acceptance with the company’s statutory records.
If the filing is rejected, address the reason for rejection and resubmit it promptly.
Step 5: Respond to Companies House correspondence
If Companies House has issued a notice, warning or enforcement communication, do not ignore it.
Read the notice carefully, identify any deadline for responding and follow the instructions provided.
If the company has received a strike-off notice, it may need to take additional steps to prevent dissolution. Filing an overdue statement should not be assumed to resolve every aspect of an ongoing strike-off process automatically.
Where enforcement action has started, obtain appropriate professional advice.
Step 6: Check other statutory obligations
An overdue confirmation statement may be a sign that other compliance deadlines have also been missed.
Review the company’s wider filing position, including:
- Annual accounts.
- Corporation Tax returns and payments.
- VAT returns, where registered.
- PAYE and payroll submissions, where applicable.
- Notifications of changes to directors, shareholders or other company details.
Bringing one filing up to date does not automatically resolve other outstanding obligations.
6. What If the Company Is Dormant or Has Never Traded?
A dormant or non-trading company must generally continue to file confirmation statements for as long as it remains registered.
The obligation does not disappear simply because the company has no revenue, employees, customers or business activity.
For example, a foreign parent company may establish a UK subsidiary in anticipation of future expansion. If the project is delayed and the subsidiary never begins trading, the company must still meet its applicable Companies House filing requirements.
The directors should either maintain the company’s compliance or consider whether formal closure is appropriate.
If the company is no longer required, it may be possible to apply for voluntary strike-off, provided the company satisfies the relevant conditions and follows the required process. An overdue confirmation statement should not simply be ignored on the assumption that an inactive company will be removed automatically.
7. What Foreign Parent Companies and Overseas CFOs Should Know
Foreign parent companies often delegate UK compliance to a local accountant, finance team or company secretary. However, outsourcing the administrative work does not remove the need to oversee statutory compliance.
Several issues are particularly relevant to international groups.
Local responsibilities still apply
A UK subsidiary must comply with UK company law even if its parent company is incorporated overseas.
The parent company’s financial year, reporting calendar or internal approval process does not automatically change the subsidiary’s Companies House deadlines.
Group reporting does not replace statutory filings
A UK subsidiary may submit financial information to its parent company every month or quarter. This does not replace its confirmation statement obligation.
Equally, preparing consolidated accounts at group level does not remove the need to maintain the UK entity’s statutory record.
Directors should have visibility over compliance
Overseas CFOs and group finance teams should establish who is responsible for monitoring Companies House deadlines and confirming that filings have been accepted.
This is especially important where the UK entity has a small local presence and most administrative decisions are managed abroad.
Identity verification requirements should be considered
Companies House identity verification requirements can affect who is able to complete certain filings and act in relevant company roles.
Companies should ensure that the required individuals have completed the applicable verification steps and obtained the necessary personal codes.
For an international group, this should be incorporated into the UK subsidiary’s compliance process rather than left until a filing deadline approaches.
8. How to Prevent Future Missed Deadlines
A straightforward compliance process can significantly reduce the risk of overdue filings.
| Control | Recommended action |
| Deadline monitoring | Maintain a central register of Companies House deadlines for every UK entity. |
| Advance reminders | Set reminders well before each confirmation statement deadline. |
| Clear ownership | Assign responsibility for preparing, reviewing and submitting each filing. |
| Information review | Check shareholders, PSCs, share capital and other relevant information before filing. |
| Director verification | Confirm that applicable identity verification requirements have been satisfied. |
| Submission tracking | Retain acknowledgements and verify that Companies House has accepted each submission. |
| Group oversight | Include statutory filing status in the parent company’s regular compliance reporting. |
| Escalation procedure | Escalate missed deadlines, rejected submissions and Companies House notices promptly. |
For groups with several UK companies, a central compliance calendar is particularly useful. It provides visibility across the group and reduces reliance on individual reminders or informal handovers.
9. Common Mistakes to Avoid
Assuming that no changes means no filing is required
A confirmation statement is required even when the company’s information has not changed.
Confusing the confirmation statement with annual accounts
These are separate filings with different deadlines and consequences. Completing one does not satisfy the other.
Assuming a dormant company is exempt
Dormant and non-trading companies generally remain subject to the confirmation statement requirement.
Ignoring Companies House notices
A notice may require action within a specific period. Ignoring it can allow enforcement or strike-off proceedings to progress.
Assuming that submitting the statement resolves every issue
A late filing may address the outstanding statement but may not automatically resolve separate enforcement action, other overdue filings or inaccurate company information.
Relying entirely on an external accountant without oversight
An accountant can manage the filing process, but the company should still maintain clear responsibility, deadline monitoring and evidence that submissions have been accepted.
10. Frequently Asked Questions
What happens if I miss my UK confirmation statement deadline?
The company becomes non-compliant with its statutory filing obligations. Depending on the circumstances, the company and officers in default may face legal enforcement, fines and strike-off action.
The appropriate response is to check the company’s Companies House record and address the overdue filing promptly.
Is there a grace period for filing a confirmation statement?
A company can generally file its confirmation statement up to 14 days after the end of the review period. This is part of the statutory filing timetable, rather than an unlimited extension.
Companies should verify the specific deadline shown on the Companies House record.
Can Companies House close my company for not filing a confirmation statement?
Yes. Companies House can take steps to strike off a company that has failed to meet its statutory filing obligations.
The registrar must follow the applicable process, and the company may have an opportunity to respond or take action before dissolution.
Can I still trade if my confirmation statement is overdue?
An overdue confirmation statement does not automatically prevent the company from trading. However, the company remains non-compliant, and unresolved issues can lead to enforcement or strike-off action.
If the company is struck off, it ceases to exist as a legal entity.
Do dormant companies need to file confirmation statements?
Yes. Dormant and non-trading companies generally need to file a confirmation statement at least once every 12 months while they remain registered.
Does filing the confirmation statement update all company information automatically?
No. A confirmation statement allows certain information to be confirmed or updated, but some changes must be notified separately to Companies House.
The company should review its record and submit any required separate notifications.
What if Companies House has already started strike-off proceedings?
Act promptly. Review the notice, identify the relevant deadlines and determine what filings or other actions are required to address the situation.
Do not assume that submitting the overdue confirmation statement alone will automatically stop all proceedings.
Who is responsible for filing the confirmation statement?
The company has a statutory obligation to file. Directors and other relevant officers should ensure that the company’s obligations are properly managed, and officers in default may face legal consequences under the applicable legislation.
An external accountant or company secretary may handle the filing, but the company should maintain oversight of the process.
Conclusion
Missing a UK confirmation statement deadline is more than an administrative oversight. It can expose the company and responsible officers to legal consequences and may ultimately lead to strike-off action.
The appropriate response is to check the company’s Companies House record, establish which filings are outstanding, verify the underlying information and submit the required statement without unnecessary delay.
For foreign-owned UK subsidiaries, a central compliance calendar, clear ownership of statutory deadlines and regular oversight by the parent company’s finance team can help prevent missed filings and protect the company’s standing.
FKGB Accounting supports international businesses with UK statutory compliance, bookkeeping, VAT, payroll, annual accounts and Corporation Tax reporting. Establishing a reliable compliance process helps overseas CFOs maintain visibility over their UK operations and reduce avoidable risks.
To discuss your UK operations, book a meeting through our online calendar or contact us by email for a confidential consultation: David.levy@fkgb.co.uk
