Confirmation Statement Checklist (England & Wales)

A confirmation statement (form CS01) is the annual filing that every UK limited company and limited liability partnership must submit to Companies House to confirm that the information held on the public register is accurate and up to date. The obligation is imposed by ss.853A–853L of the Companies Act 2006, as inserted by the Small Business, Enterprise and Employment Act 2015, which replaced the old annual return (form AR01) from 30 June 2016. Every company incorporated in England, Wales, Scotland, or Northern Ireland must file at least one confirmation statement every 12 months, regardless of whether the company is trading or dormant. The confirmation date — referred to as the 'made up to' date on the CS01 — must be no later than 12 months after the date of the company's incorporation or the date of the last confirmation statement. Once the confirmation date has been set, the company has 14 days to file the statement with Companies House under s.853B(1) of the Companies Act 2006. The online filing fee is £13; the paper (postal) filing fee is £40. The company must confirm or update information about its registered office address, SIC code, statement of capital, list of shareholders (where applicable), officers (directors and company secretary if applicable), and the PSC register. The confirmation statement does not require the company to file accounts or financial information — that is done separately through the annual accounts filing obligation under Part 15 of the Companies Act 2006.

The CS01 form requires a company to confirm or update six principal areas of information. First, the company's registered office address under s.86 of the Companies Act 2006 — this must be an effective address in England, Wales, or Scotland at which documents can be served. If it has changed, form AD01 should have been filed before or simultaneously with the CS01. Second, the Standard Industrial Classification (SIC) code, which describes the company's principal business activity using the ONS Standard Industrial Classification 2007. Companies may have up to four SIC codes. Third, the statement of capital under s.853E of the Companies Act 2006 and the Companies (Confirmation Statement, Allotment of Shares and New Share Class) Regulations 2016, which records the total number, class, aggregate nominal value, and paid-up status of all shares in issue as at the confirmation date. Fourth, the list of members (shareholders) — where shares have been transferred since the last statement, the updated list must be provided. Fifth, the details of directors and the company secretary (if appointed), confirmed against the public register. Sixth, the PSC (persons of significant control) register information under Part 21A and Schedule 1A of the Companies Act 2006. Most changes to officers, share capital, and PSC entries should already have been notified to Companies House at the time they occurred using separate forms (AP01, TM01, SH01, PSC01, etc.); the confirmation statement is an opportunity to confirm that the register is correct rather than the primary mechanism for notifying changes.

Failing to file a confirmation statement by the deadline is a criminal offence under s.853L of the Companies Act 2006. Unlike late filing of annual accounts — which triggers automatic civil penalties under s.453, ranging from £150 to £7,500 depending on how late the accounts are — the confirmation statement has no automatic civil penalty regime. Instead, the company itself and every officer in default (meaning every director at the time of the failure) may be prosecuted in the magistrates' court and subjected to an unlimited fine. In practice, Companies House issues reminder emails and letters before taking enforcement action, so deliberate non-filing is typically necessary before prosecution becomes likely. However, the more immediate practical consequence of persistent non-filing is that Companies House may commence the voluntary striking-off process under s.1000 of the Companies Act 2006, which results in the company being dissolved and removed from the register. Once struck off, the company ceases to exist as a legal entity, its bank accounts may be frozen, and its assets (including cash and property) vest in the Crown as bona vacantia under s.1012 of the Act. Directors may face personal liability for debts incurred after the date of striking off. Restoration to the register is possible within six years under s.1024 (administrative) or s.1029 (court order), but it is expensive and may require payment of all outstanding filing fees and a restoration fee.

The PSC regime was introduced by the Small Business, Enterprise and Employment Act 2015 and is now contained in Part 21A of and Schedule 1A to the Companies Act 2006. Its purpose is to increase transparency of corporate ownership and control in the United Kingdom. A person with significant control (PSC) is broadly any individual who, either alone or jointly, meets one or more of five conditions in relation to the company: (1) holds, directly or indirectly, more than 25% of the shares in the company; (2) holds, directly or indirectly, more than 25% of the voting rights in the company; (3) holds the right, directly or indirectly, to appoint or remove a majority of the board of directors; (4) has the right to exercise or actually exercises significant influence or control over the company; or (5) has the right to exercise or actually exercises significant influence or control over a trust or firm that itself meets one or more of conditions (1) to (4). The company must keep a PSC register and notify Companies House of each PSC using form PSC01 (for an individual) or PSC02 (for a relevant legal entity). The information placed on the public register includes the PSC's name, month and year of birth (not full date of birth), nationality, country of residence, service address, the date on which they became a PSC, and which of the five conditions they meet. The PSC's usual residential address is protected from the public register under s.790ZF and is only accessible by certain specified authorities.

No. A dormant company must still file a confirmation statement with Companies House every year, just as a trading company must. The obligation under ss.853A–853L of the Companies Act 2006 applies to all companies incorporated under the Companies Acts regardless of trading status. A company is dormant if it has had no significant accounting transactions during the accounting period under s.1169 of the Companies Act 2006. While a dormant company may benefit from reduced annual accounts requirements — it can file a simpler balance sheet and may qualify to file 'dormant company accounts' rather than full statutory accounts — there is no corresponding exemption from the confirmation statement filing requirement. The practical consequence of this rule is that directors of a shelf company or holding company that has never traded must still take the time and pay the £13 fee each year to file the CS01. Many directors of dormant companies overlook this obligation, mistakenly believing that because the company is not trading it has no filing requirements. This is not the case, and Companies House will strike off a dormant company that fails to file its confirmation statement in the same way it would strike off a trading company. If a dormant company is no longer needed, directors should consider applying for voluntary striking off using form DS01 under s.1004 of the Companies Act 2006, rather than simply ceasing to file, which risks the assets of the company vesting in the Crown as bona vacantia.

The confirmation statement (CS01) and the annual accounts are two entirely separate statutory filing obligations for UK companies, with different purposes, content, and deadlines. The confirmation statement is a snapshot of the company's corporate structure as at the confirmation date — it confirms the company's registered office, SIC code, share capital, shareholders, directors, company secretary, and PSC register. It contains no financial information. It must be filed within 14 days of the confirmation date under s.853B(1) of the Companies Act 2006, and costs £13 online or £40 by post. The annual accounts, by contrast, are a financial record comprising a balance sheet, profit and loss account (for non-small companies), directors' report, and (for larger companies) an auditor's report. They are prepared in accordance with Part 15 of the Companies Act 2006 and applicable accounting standards (FRS 102 or FRS 105 for micro-entities). Annual accounts must be filed at Companies House within nine months of the company's accounting reference date for a private company (s.442) and within six months for a public company (s.442). Late filing of accounts triggers automatic civil penalties ranging from £150 (up to one month late) to £7,500 (more than six months late) for a private company under s.453. It is therefore important for directors to track both filing deadlines separately.