The confirmation statement: what to check, file and pay each year

What is a Confirmation Statement (and What It Isn't)

The confirmation statement is a mandatory annual filing for every UK limited company, including dormant ones. Introduced in 2016 to replace the old Annual Return, its purpose is to provide a snapshot of the company's non-financial information on a specific date, known as the 'confirmation date'. This ensures that the public register at Companies House remains accurate and up-to-date. It is a legal requirement under the Companies Act 2006. Think of it as your yearly check-in with Companies House to confirm that key details about your company's structure and governance are correct. You are either confirming that all the information held is correct, or you are providing updated information alongside your confirmation.

It is crucial to understand that the confirmation statement is not the same as your company's annual accounts or Corporation Tax return. These are separate filings with different purposes, deadlines, and recipients. The confirmation statement deals with statutory information like directors, shareholders, and control, and is filed only with Companies House. In contrast, annual accounts detail your company's financial performance and position, and are filed with both Companies House and HMRC. The Corporation Tax Return (CT600) is used to calculate your tax liability and is filed solely with HMRC. Confusing these filings is a common and costly mistake for new directors, so it's vital to track their deadlines independently.

Filing a confirmation statement doesn't change your company's next filing deadline, which is set at 12 months from the last statement date. You pay a single annual fee for this process. Even if you choose to file more than one confirmation statement within your 12-month review period (for instance, to update the record after a significant change in shareholding), you only pay the fee once. All subsequent filings within that same 12-month period are included in the initial fee, encouraging companies to keep the public record current without incurring extra costs.

• Confirms your company's non-financial information is up to date on the public register.
• It is a legal requirement for all active and dormant companies under the Companies Act 2006.
• It is filed with Companies House and is completely separate from your annual accounts and tax returns.
• It has its own unique deadline and an annual fee.
• Failure to file can lead to director prosecution and the company being struck off.

Worth knowing: The confirmation statement is a mandatory annual check-in to confirm your company's non-financial details on the public record.

Key Deadlines and Filing Periods

Understanding the timeline for your confirmation statement is critical to remaining compliant. The key concept is the 'review period', which is a 12-month window. For a new company, this period starts on the date of incorporation and ends 12 months later. For an existing company, it starts the day after you filed your last confirmation statement. You can file your statement at any point within this review period. The date you choose to file becomes your 'confirmation date', which is the date at which the information you are providing must be true and correct. For example, if your review period ends on 15th June, you could file on 1st June, and the information would need to be accurate as of 1st June.

Your legal deadline for filing is 14 days after the end of your 12-month review period. This provides a short grace period to get your submission in. For instance, if your company was incorporated on 10th May 2025, your first review period ends on 9th May 2026, and your deadline to file is 23rd May 2026. While you can file at any point before this, waiting until the last minute is risky. Companies House systems can be busy, and you might discover an issue that takes time to resolve, such as a lost authentication code. It is best practice to file at least a week before the final deadline.

Unlike late annual accounts, there are no automatic financial penalties for filing a confirmation statement late. However, the consequences are far more severe. Failing to file is a criminal offence, and the company and its directors can be prosecuted. Additionally, Companies House may assume the company is no longer trading and begin the process of striking it from the register. This would mean the company ceases to exist as a legal entity, and its assets, including any money in its bank account, could pass to the Crown. The potential repercussions make meeting this deadline an absolute priority for all directors.

Worth knowing: You have a 12-month review period to file, and you must submit your statement within 14 days of the end of that period to avoid severe penalties.

What Information to Check and Update

When you file your confirmation statement, the online service will present you with the information currently held on record for your company. Your task is to meticulously review each piece of data and either confirm it is correct or update it. The first sections typically cover your company's core details: the registered office address and, if you use one, the Single Alternative Inspection Location (SAIL) address, along with a list of the statutory registers kept there. From 2024/25, you must also provide and maintain a registered email address, which Companies House will use for official communications. This email address will not be made public, but it must be one that is actively monitored.

You must also verify the details of all company officers. This includes all directors and any company secretary. For each individual, you will need to check their name, date of birth, nationality, country of residence, occupation, and correspondence address are all correct. The correspondence address is public, so many directors choose to use the company's registered office for privacy. Any changes to these details should ideally be filed on the relevant form (e.g., CH01 for a change of director's details) as they happen, but can also be updated during the confirmation statement process. You will also review your company's Standard Industrial Classification (SIC) codes, which describe your business activities. You can have up to four, and they should accurately reflect what your company does.

Two of the most critical sections are the Statement of Capital and the register of People with Significant Control (PSCs). The Statement of Capital details the number and type of shares your company has issued, their total nominal value, and the rights attached to them. This must be 100% accurate, especially if you have issued new shares during the year. The PSC register lists individuals or entities that ultimately own or control your company. You are required to check that this information is correct. New rules also mandate the inclusion of a full shareholder list and a declaration from the directors that the company's intended future trading activities are lawful.

• Company registered office address.
• A valid registered email address (this is a new requirement and is not public).
• SAIL address and the records held there (if applicable).
• Details for all directors and secretaries.
• Standard Industrial Classification (SIC) codes.
• Statement of Capital (share classes, number of shares, aggregate nominal value).
• Shareholder information (a full list is now required).
• People with Significant Control (PSC) register.
• A declaration that the company's purpose is lawful.

Checking Your PSC Register

A Person with Significant Control (PSC) is someone who ultimately owns or controls your company. The confirmation statement process requires you to verify the accuracy of your PSC register. An individual is a PSC if they meet one or more of five conditions, the most common being holding more than 25% of the company's shares or more than 25% of its voting rights. They could also be a PSC if they have the right to appoint or remove a majority of the board of directors. Maintaining an accurate PSC register is a cornerstone of UK corporate transparency and a serious legal duty for the company and its directors. This isn't just an annual task; you must update your internal PSC register whenever a change occurs.

While some minor PSC changes can be made within the confirmation statement filing, it is best practice to notify Companies House of any changes as soon as they happen. You should use the specific PSC forms (PSC01 to PSC09) to report changes like a new PSC (PSC01), a change to a PSC's details (PSC02), or someone ceasing to be a PSC (PSC07). Filing these forms promptly ensures the public record is always correct. The confirmation statement then acts as a point-in-time verification that your PSC register is accurate as of the confirmation date. The online service will show you the current PSC information, which you must carefully check.

There are specific statements you must use if your PSC situation is not straightforward. If your company has no PSCs, you must state this explicitly. This might be the case if ownership is highly fragmented, with no single person holding more than 25%. If a legal entity, such as another company, is your PSC, it is known as a Relevant Legal Entity (RLE), and its details must be recorded. If you have taken reasonable steps to identify your PSCs but have been unsuccessful, you must also state this on the register. The confirmation statement will require you to confirm which of these scenarios applies to your company.

Worth knowing: Your PSC register must be accurate at all times, and the confirmation statement serves as the official annual verification of its status.

The Statement of Capital Explained

The Statement of Capital is a detailed snapshot of your company's share structure at the confirmation date. It is one of the most technical parts of the filing and a common source of errors. It requires you to state the total number of shares of the company, the aggregate nominal value of those shares, and for each class of shares (e.g., 'Ordinary', 'Preference'), the prescribed particulars of the rights attached to them. 'Prescribed particulars' refer to voting rights, rights to dividends, and rights to any capital distribution upon winding up. For most simple companies, this will be something like 'Each share is entitled to one vote, to participate in any dividend, and to participate in any distribution of capital'.

A frequent mistake is failing to update the Statement of Capital after issuing new shares. If you allot more shares during the year, you must first file a Form SH01 (Return of allotment of shares) with Companies House within one month of the allotment. Your subsequent confirmation statement must then reflect this new, higher number of issued shares and the increased aggregate nominal value. Forgetting this step will mean your confirmation statement is incorrect and does not match the SH01 filing. You must also distinguish between the 'nominal' value of a share (its face value, e.g., £1 or £0.01) and the price it was actually sold for, which could be much higher. The Statement of Capital is only concerned with the nominal value.

Your statement must also include the aggregate amount (if any) unpaid on the total number of shares. For most small companies where shareholders pay for their shares in full upon issue, this will be £0. However, if shares are 'partly paid', the outstanding amount must be declared here. When you complete the confirmation statement online, you will be shown the last filed Statement of Capital. If it is still correct, you can simply confirm it. If it has changed (and you have already filed the relevant SH01 form), you will need to input the new details carefully to ensure the public record is accurate.

Worth knowing: The Statement of Capital must be an exact reflection of your company's share structure on the confirmation date, updated for any new share issues.

How to File: A Step-by-Step Guide

Filing your confirmation statement online is the fastest, cheapest, and most reliable method. Before you begin, you will need your company's authentication code. This is a 6-character alphanumeric code that was sent by post to your company's registered office address shortly after incorporation. It acts as the electronic signature for your company. If you have lost or never received your code, you can request a new one from the Companies House website, which will again be sent by post to the registered office. Ensure you do this well in advance of your filing deadline as it can take several days to arrive. You will also need a Government Gateway account or a Companies House online account to access the service.

The online process is designed to be straightforward. Once you log in to the 'File a confirmation statement' service on GOV.UK and enter your Company Registration Number (CRN) and authentication code, the system will guide you through a series of screens. Each screen displays a different part of your company's data, such as the registered office, director details, PSCs, and SIC codes. Your job is to meticulously check that every piece of pre-filled information is correct as of the date you are filing. If a detail is wrong, you can usually update it directly in the service. However, some significant changes, like appointing a new director, should be filed on a separate form first (e.g. AP01).

After reviewing and amending all sections, you will reach the final submission and payment page. Here, you will make the required declarations, including the new statement on the lawfulness of the company's purpose. You will then be prompted to pay the annual fee. Once payment is complete, your statement is filed. You should receive an email confirmation from Companies House almost immediately, followed by another email once the filing has been accepted and placed on the public record, which usually takes less than 24 hours. It is essential to download and save the PDF copy of your submitted statement for your own statutory company records.

1. 1

   Gather your company's 6-character authentication code, which is required for all online filings.

2. 2

   Go to the 'File a confirmation statement' service on the GOV.UK website and sign in.

3. 3

   Enter your Company Registration Number (CRN) and authentication code to access your company's profile.

4. 4

   Carefully review each section of the pre-filled information: registered office, directors, PSCs, SIC codes, and the statement of capital.

5. 5

   Make any necessary changes directly within the service, and provide your registered email address if you haven't already.

6. 6

   Proceed to the final declaration and submission page to confirm the information is correct and the company's purpose is lawful.

7. 7

   Pay the £50 annual fee online using a debit/credit card, PayPal, or a Companies House account.

8. 8

   Download and save the PDF confirmation of your submission for your company's statutory records.

Filing Fees and New Rules for 2025/26

For the 2025/26 period, the fee for filing a confirmation statement digitally via the Companies House online service is £50. This is an annual fee that covers a 12-month period. Once paid, any subsequent confirmation statements you choose to file within that same period are free of charge. This encourages companies to keep their information up-to-date without financial penalty. The £50 fee is payable by debit card, credit card, or PayPal at the end of the online submission process. Alternatively, regular filers like accountants can use a pre-paid Companies House online account. The fee increased as part of the implementation of the Economic Crime and Corporate Transparency Act 2023 (ECCTA), to fund new powers for Companies House to improve data accuracy and tackle economic crime.

A major change introduced by the ECCTA is the mandatory requirement for all companies to maintain a registered email address with Companies House. This email address will not be available to the public. Its purpose is to allow Companies House to communicate directly and efficiently with the company. You must provide this email address when you file your next confirmation statement, and you have a legal duty to ensure it remains an 'appropriate' address—meaning one that is actively monitored. Failure to maintain an appropriate registered email address will be a criminal offence committed by the company and its directors.

Another significant new requirement is the 'lawful purpose' declaration. When filing the confirmation statement, directors must now explicitly confirm that the company’s intended future activities are lawful. This is a direct response to tackling the use of UK companies for illicit purposes. Companies House is gaining greater powers to query and reject information, and ultimately to strike off companies believed to be fraudulent or serving no legitimate purpose. These new rules, combined with upcoming mandatory identity verification for all directors and PSCs, represent a major shift towards greater transparency and accountability in UK company law.

Worth knowing: The digital filing fee is £50 per year, and you must now also provide a private registered email address and declare a lawful purpose.

Common Mistakes and How to Avoid Them

The most damaging mistake is simply missing the filing deadline. Directors often underestimate the seriousness of this, assuming it's like a late invoice. In reality, it is a breach of the Companies Act 2006 and a criminal offence. Set a calendar reminder not just for the deadline, but for a week or two beforehand to give yourself ample time. Ensure you know where your authentication code is, as waiting for a replacement can cause you to miss the 14-day filing window. Remember, Companies House can and will begin the strike-off process for non-compliant companies, putting your business and its assets, including the bank account, at risk.

A very common error is confusing the confirmation statement with the annual accounts. They are entirely separate legal obligations with different deadlines and information requirements. Filing one does not satisfy the requirement for the other. Your confirmation statement deadline is based on your company's incorporation date (or last statement date), while your accounts deadline is based on your company's financial year-end. Meticulously track both deadlines. Using accounting software or a formation agent's portal can provide helpful reminders for all your key filing dates, preventing this common mix-up.

Incorrectly reporting the Statement of Capital or PSC information is another frequent pitfall. These sections require precision. Before starting your confirmation statement, ensure you have a clear record of any new shares issued during the year and that the relevant SH01 forms have already been filed. Similarly, ensure your internal PSC register is up-to-date. The confirmation statement is designed to 'confirm' data. While minor changes can be made during the filing, it's best practice to report major changes (like a new director or PSC) using the correct forms as they happen throughout the year. This makes the confirmation statement process a much simpler task of verification rather than a complex data entry exercise.

Worth knowing: Avoid serious penalties by tracking your unique deadline, distinguishing this filing from your accounts, and ensuring your capital and PSC data is precise.

After You File: ICO Fee and Other Annual Obligations

Successfully filing your confirmation statement is a significant compliance milestone, but it's just one piece of the annual puzzle for a UK limited company. Once it's filed, you should turn your attention to other recurring obligations to ensure you remain fully compliant. One often overlooked requirement is the annual data protection fee payable to the Information Commissioner's Office (ICO). Under UK GDPR, almost every organisation that processes personal data must pay this fee. For a limited company, 'processing personal data' includes holding information on employees, customers, or suppliers. Even a simple client list qualifies.

The ICO fee is tiered based on your organisation's size and turnover. For most small businesses (those with a turnover of no more than £632,000 and fewer than 10 members of staff), the fee is £52 a year (£47 by direct debit). If you don't meet these criteria, the fee will be higher. The fee is a legal requirement, and the ICO has the power to issue fines for non-payment, which can be significantly more than the fee itself. You can check if you need to pay and complete the registration on the ICO's website. It is a separate responsibility from your Companies House filings and is crucial for lawful data handling.

Beyond the confirmation statement and ICO fee, remember the other key annual filings. You must prepare and file your annual accounts with Companies House and your Corporation Tax Return (CT600) with HMRC. If your company is an employer (even if it only employs one director), you must operate a PAYE scheme and report payroll information to HMRC in real-time. If your taxable turnover exceeds the £90,000 threshold (for 2025/26), you must register for VAT and submit regular VAT returns. Staying on top of these various deadlines and responsibilities is fundamental to running a compliant and successful limited company in the UK.

Worth knowing: After filing, ensure you've also paid your annual ICO data protection fee and are prepared for your separate accounts and tax filing deadlines.

Common questions

Official sources & further reading

This guide draws on the official guidance below. Rules, fees and individual circumstances can change; check the relevant source before acting.

• GOV.UK: File your confirmation statement
• GOV.UK: Companies House fees
• GOV.UK: Running a limited company
• Legislation.gov.uk: Companies Act 2006, Part 24
• Information Commissioner's Office (ICO): Data protection fee

General UK information, primarily for private companies limited by shares. This is not personalised legal, tax or financial advice. An accountant or solicitor can help apply the rules to your situation.