Operating a business in the UK usually involves compliance issues which can be ignored until the time a deadline emerges.
One of such filings is the confirmation statement, which most directors only pay proper attention to when reminded by Companies House. At that point, confusion usually sets in around who is responsible and what exactly needs to be submitted.
However, when the rules are known, the process itself is not difficult. The key is in being aware of which companies are obligated to file and in understanding the fixed cycle per year in which submission dates are determined. Once that structure is clear, staying compliant becomes a routine administrative task rather than a reactive problem.
This article discusses the filing persons and time of filing a company confirmation statement under UK company law.
Companies Required to File Confirmation Statement
The company confirmation statement (CS01) is a statutory filing used to confirm that company details held by Companies House remain accurate.
UK Limited Companies and LLPs
All UK limited companies must file a confirmation statement with Companies House. This includes private limited companies (Ltd) and public limited companies (PLC). The same requirement also applies to Limited Liability Partnerships (LLPs).
The obligation applies regardless of whether the company is actively trading or not. The aim is to ensure that core company information on the public register is accurate. This comprises directors, the address of the registered office, shareholders, PSC details, and SIC codes.
Dormant Companies
Dormant companies must still file a confirmation statement at least once in each 12-month review period. This is required even in cases where the company had no trading or financial activity during the period.
In a situation where there is no trading activity, Companies House would still demand confirmation that the details registered are accurate. This involves making sure that directors, the registered office, and other statutory information on record remain up to date.
Dormancy does not eliminate filing obligations if the company still exists, and the obligation persists until the company is formally dissolved. This will guarantee that the register of the company is maintained accurately and up to date, whether the company is active or inactive.
Director’s Responsibility
Company directors have a legal obligation to file. This obligation is irrespective of whether the company is in active trade or not.
However, directors are still responsible for ensuring the accuracy of the information even when it is prepared by an accountant or an agent. They should make reasonable efforts to ensure that, by the time they grant approval, all statutory records have been brought up to date.
In addition, directors are advised to ensure that all company details are accurate before approval. Submitting incorrect information can lead to non-compliance problems, as the confirmation statement is a legal statement to Companies House.
Confirmation Statement Filing Timeline
A confirmation statement has a handling deadline which is set according to a statutory annual cycle. It should be monitored closely to maintain compliance with Companies House.
12-Month Review Cycle
Every firm has a 12-month revival platform. This starts either at incorporation or on the anniversary of the last statement of confirmation filed, thereby establishing a regular statutory reporting cycle.
Even without any change, a confirmation statement is still required at least once every 12 months. This is a prerequisite that ensures Companies House records remain in a recently checked and up-to-date legal status.
14-Day Filing Deadline
The confirmation statement must be delivered within 14 days after the end of the review period. If this deadline is missed, the filing becomes overdue.
Failure to file a confirmation statement late is not necessarily a criminal offence. Its major implications are administrative, such as challenges in compliance and the likelihood of being struck off due to continued non-filing.
Failure to comply over time may ultimately lead to Companies House initiating strike-off procedures.
Early Filing Resets Cycle
A confirmation statement can be filed before the end of the review period. It begins a new reporting period by resetting the 12-month cycle when filed early, and the new time is the date of filing the new submission.
This enables companies to postpone their filing date where necessary. A single filing fee is charged covering a 12-month period, even where the statement is filed at an earlier time.
Legal Requirements Before Filing Confirmation Statement
The latest regulatory developments in the Economic Crime and Corporate Transparency Act (ECCTA) made some legal requirements which must be satisfied before a confirmation statement can be filed.
Director Identity Verification Requirement
All directors must complete identity verification with Companies House before filing. If verification is not completed, the system may block submission. This requirement strengthens company transparency and reduces fraudulent filings.
Registered Email Address Requirement
Companies must provide a registered email address when filing under the updated rules. This email is used for official communication with Companies House but is not made public. It must be kept active and regularly monitored to ensure important statutory notices are received without delay.
Lawful Purpose Declaration
Companies must confirm that their intended future activities are lawful when submitting the confirmation statement. This declaration forms part of the updated compliance framework and must be completed for filing to proceed.
Conclusion
The Companies House requires all UK limited companies, LLPs, as well as dormant companies, to submit a confirmation statement to the House. The liability is not dependent on trading activity and lies with company directors.
The filing must be completed at least once every 12 months, with a 14-day window after the review period ends. Early filing is permitted and resets the annual cycle.
The ECCTA requirements have been updated to introduce identity verification, lawful purpose declarations, and registered email obligations as prerequisites for submission. This knowledge of these rules will help to keep the companies in compliance and ensure their compliance, and to have the correct statutory books kept.
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