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A Late Confirmation Statement: What Actually Happens

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Acumon Chartered Accountants ·4 min read

The confirmation statement is the cheapest filing a company makes — £50 online, once a year, mostly confirming that nothing has changed. It is also the one whose absence gets a company struck off. Unlike late accounts, a late confirmation statement attracts no automatic sliding-scale penalty, which leads directors to treat it as optional. What it attracts instead is a criminal offence, a fine of up to £5,000, and a registrar entitled to start dissolving the company.

What it is and when it is due

There is now a second reason the date matters. Since identity verification became a legal requirement in November 2025, every director has to provide their Companies House personal code, and existing directors do so through the company's next confirmation statement — which Companies House will not accept until they have all verified. A company that has left verification until the filing is due does not simply file late; it cannot file at all until the individuals have been through the process. Build that into the timetable rather than discovering it on the deadline.

Form CS01 confirms that the information Companies House holds is correct: registered office, directors, secretary, people with significant control, share capital, shareholders and SIC codes. It is a confirmation, not a return of changes — most changes have to be notified separately as they happen, and the statement is the annual check that the register matches reality.

Every company must file at least once every 12 months. The review period runs for 12 months from incorporation, or from the confirmation date on the previous statement, and you have 14 days after the review period ends to file. Filing costs £50 online or £110 on a paper CS01, and the fee covers the whole 12-month payment period — you can file additional statements within it at no extra cost, which is useful when a change needs confirming mid-year.

Dormant companies are not exempt. Neither are companies that have never traded, companies whose directors have moved abroad, nor companies waiting to be closed. Until a company is dissolved, it files.

What "late" actually means

Miss the 14-day deadline and the company is in default immediately. Three things follow, in escalating order of seriousness.

First, an offence. Failing to file is an offence committed by the company and by every director — Companies House states plainly that you can be fined up to £5,000. Prosecutions are not the norm, but they exist, and the liability is personal rather than corporate.

Second, a financial penalty. Companies House now has the power to impose financial penalties directly for relevant offences, without going through the courts — a significant change from the position most directors remember, where an unfiled confirmation statement carried no automatic monetary consequence at all.

Third, and most damaging, strike-off. Where filings are overdue, the registrar may conclude the company is no longer carrying on business, publish a notice in the Gazette and proceed to dissolve it. The process is not instantaneous and it can be stopped, but if it completes, the company ceases to exist and everything it owns — bank balances, property, intellectual property — passes to the Crown as bona vacantia.

The damage that does not show up on the register

The commercial consequences usually bite before the legal ones. An overdue confirmation statement is visible to anyone who looks, which includes banks running periodic reviews, credit reference agencies scoring the company, insurers, procurement teams screening suppliers and buyers conducting due diligence. "Proposed to be struck off" appearing against your name on the public register during a funding round or a tender is a conversation nobody wants to have.

Lenders are the most immediate risk: a facility agreement with a covenant requiring the borrower to comply with its statutory filing obligations is breached the moment the statement goes overdue, regardless of whether the registrar has done anything.

Fixing it

The remedy is straightforward if you act before dissolution completes:

  • File the overdue statement immediately, online. There is no separate "late" form and no penalty to pay at the point of filing — the £50 fee is the same;
  • Check what else is outstanding. A company that has missed its confirmation statement has very often missed its accounts too, and those carry their own automatic penalties on a genuine sliding scale that doubles for a second consecutive late year;
  • Object to a strike-off already in progress. If a Gazette notice has been published, filing the outstanding documents and objecting will normally suspend it — but the objection has to be made within the notice period and with a stated reason;
  • Bring the underlying register up to date. Changes of director, registered office or PSC that were never notified must be filed on their own forms; the confirmation statement confirms the record, it does not repair it;
  • If the company has already been dissolved, administrative restoration may be available for a company struck off by the registrar while still trading, on application within six years — with the outstanding filings brought up to date as part of it. It is slower and more expensive than everything above, which is the argument for doing everything above.

Making it a non-event

This is one obligation that genuinely should be automated. Diarise the confirmation date the day the previous statement is accepted; keep the register of members current as changes happen rather than annually in arrears, and notify changes of director, PSC and registered office as they occur — those registers are no longer kept by the company itself, so the Companies House record is the register; make sure the registered office is somewhere post is actually read, because that is where the warnings go; and make one named person accountable rather than assuming the company secretary role is covered by whoever is least busy.

Acumon runs confirmation statements, statutory registers and the rest of the filing calendar as part of company secretarial services, and sets the same framework up for new entities on company formation. If a strike-off notice has already appeared against your company, treat it as this week's problem — the window to object is measured in weeks, and afterwards the fix costs a great deal more than £50.

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