The UK confirmation statement and what it confirms

The confirmation statement is the smallest UK filing obligation and carries one of the more serious consequences for neglect. That combination makes it the one most often forgotten.

What it does

It confirms that the information Companies House holds about your company is accurate as at a given date:

• Registered office address.
• Directors and, where applicable, the company secretary.
• Shareholders and share capital.
• People with significant control.
• The company's registered activity classification.

There is no financial information in it. It replaced the old annual return and it is genuinely a confirmation exercise rather than a report.

It is a third calendar

A UK company therefore runs three independent filing cycles:

1. Annual accounts to Companies House, on the accounting reference date cycle.
2. The Corporation Tax return to HMRC, with payment due earlier.
3. The confirmation statement to Companies House, on its own review period.

Three deadlines, two organisations, no shared dates. Directors who track one and assume it covers the rest are the ones who receive the letters.

The consequence is different in kind

Missing the accounts deadline costs money automatically. Missing the confirmation statement is not primarily financial — it can lead to the company being struck off the register, and to prosecution of the directors.

Being struck off is a serious operational event. The company ceases to exist, its assets can pass to the Crown, and its bank accounts are frozen. Restoration is possible but expensive and slow.

Because there is no immediate financial penalty prompting action, this obligation drifts more easily than the others.

Check before you confirm

The statement is a confirmation, which means you are asserting the register is right. Confirming details you have not checked is a poor habit that eventually confirms something inaccurate.

Before filing, review each item: has a director resigned, has the registered office moved, have shares been issued or transferred, has a shareholder crossed the significant control threshold?

Share changes are the usual gap

Officers and addresses are visible changes that someone tends to notice. Share transactions are not, and they are where registers most often fall behind.

An allotment of new shares, a transfer between existing shareholders, a change in share class rights — each has its own notification, and each can move someone across the significant control threshold without anyone framing it that way. A shareholder moving from 20 per cent to 30 per cent has become a person with significant control, and the register should say so from that date.

For a company that has never issued shares beyond incorporation this is a non-issue. For one that has brought in a partner, issued shares to a key employee or bought out a founder, it is the first place to look before confirming anything.

Update on the event, not at the deadline

Most changes should be notified when they happen through their own filings — a director appointment, a change of registered office, a change in people with significant control.

The confirmation statement then confirms a register that is already correct. Using it as an annual catch-up means the register was wrong for the intervening months, which is itself a compliance failure and can matter in due diligence.

Related guides: Filing annual accounts with Companies House, Forming a UK limited company and UK Corporation Tax: rates, deadlines and payment.

Sources

This guide is written against the official and clearly labelled professional references below. Rates, thresholds and portal procedures change between reviews, so open the primary source before relying on a figure.

• Companies House filing requirements

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