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Confirmation Statement: The Annual Filing Every UK Limited Company Must Understand
 

What is a Confirmation Statement, why must it be filed every year with Companies House, and what can happen if you forget?

A complete guide for directors and shareholders of UK limited companies

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Every year, the director of a limited company must answer a deceptively simple question:

“Is the information held publicly about my company still correct?”

The answer is given to Companies House through the Confirmation Statement, commonly identified by the form code CS01.

Many directors treat it as a minor administrative formality. The company may not have issued any invoices, employed anyone or changed its address. It may even have remained dormant throughout the year.

The conclusion is often:

“Nothing changed, so there is nothing to file.”

That conclusion is wrong.

A Confirmation Statement must be filed even where absolutely nothing has changed. It is not a tax return, it is not a set of annual accounts and it does not depend on the company’s turnover, profit or trading activity.

It is the company’s annual confirmation that the information held by Companies House is accurate, that relevant changes have already been reported and that the company’s intended future activities will be lawful.

Since mandatory identity verification began on 18 November 2025, the process has become even more important. A company cannot complete its Confirmation Statement unless all current directors have completed identity verification and their Companies House personal codes have been provided.

The practical order is now:

Verify each director’s identity → obtain the personal codes → update the company register → file the Confirmation Statement.

The correct question is therefore not:

“Did anything change this year?”

It is:

“Have I checked the entire public record, reported any necessary changes, completed identity verification and filed the annual confirmation before the deadline?”
 

The conclusion at the outset

Every company must file at least one Confirmation Statement during each 12-month review period.

This includes companies that are:

  • actively trading;

  • dormant;

  • non-trading;

  • making losses;

  • earning no income;

  • holding no bank account;

  • awaiting their first contract.

The statement confirms that the information held by Companies House is up to date. It must still be filed where no changes occurred during the review period. The company must also confirm that its intended future activities will be lawful.

The filing deadline is not based on the company’s accounting year, Corporation Tax period or the personal tax year.

It is based on the company’s review period.

The company has up to 14 days after the review period ends to submit the statement.

The current Companies House fees are:

Online or software filing: £50

Paper CS01 filing: £110

These fees have applied since 1 February 2026. The annual fee is paid with the first Confirmation Statement filed within each 12-month payment period.

Failure to file may result in financial penalties, prosecution, a fine of up to £5,000 and the company being removed from the register.
 

What is a Confirmation Statement?

A Confirmation Statement is the annual review of the company’s registered identity, ownership and control.

It replaced the former Annual Return, but the word “return” caused—and still causes—considerable confusion.

A Confirmation Statement is not an annual tax declaration.

It does not tell HMRC how much profit the company made. It does not calculate Corporation Tax. It does not show the company’s income, expenses, assets or liabilities.

Instead, the statement effectively says:

“We have reviewed the information held by Companies House. Necessary changes have been reported, and the information is correct as at the confirmation date.”

The public register is used by banks, lenders, clients, suppliers, investors, potential buyers and other organisations carrying out company checks.

The Confirmation Statement therefore protects more than regulatory compliance. It helps maintain the credibility of the company’s public identity.

DCTaxAgent Insight

The annual accounts show what the company did financially. The Confirmation Statement shows who the company is, who runs it and who controls it.
 

What the Confirmation Statement is not

A limited company has several reporting obligations, and each has a different purpose and deadline.
 

It is not the annual accounts

Annual accounts report the company’s financial position and, depending on the filing regime, its financial performance.

They may include the balance sheet, profit and loss information, notes and directors’ statements.

The Confirmation Statement reviews corporate information.

Filing the annual accounts does not satisfy the Confirmation Statement obligation. Filing the Confirmation Statement does not satisfy the accounts obligation.
 

It is not the Company Tax Return

A Company Tax Return—normally including form CT600—is filed with HMRC and reports the company’s Corporation Tax position.

The Confirmation Statement is filed with Companies House.

HMRC does not set its deadline or collect the Companies House filing fee.
 

It is not evidence that the company traded

Dormant and non-trading companies must still file it.
 

It does not automatically update every company detail

Certain information can be updated through the Confirmation Statement, but other changes must be reported separately before the statement is submitted.
 

Why must it be filed when nothing has changed?

The purpose of the statement is annual confirmation.

Where nothing changed, the company is confirming:

“We checked the information, and it remains correct.”

Without that annual confirmation, Companies House cannot know whether the information is still accurate or has simply been ignored.

A company with no commercial activity may still have:

  • directors;

  • shareholders;

  • People with Significant Control;

  • issued share capital;

  • a registered office;

  • a registered email address;

  • legal and statutory obligations.

No turnover does not mean no company administration.

Companies House expressly requires dormant and non-trading companies to file at least one Confirmation Statement every year.
 

Identity verification: first verify the directors, then file

This is now one of the most important parts of the process.

Mandatory Companies House identity verification began on 18 November 2025.

For existing directors, the requirement is connected directly to the company’s next Confirmation Statement.

The correct sequence is:

Identity verification → Companies House personal code → Confirmation Statement.

Before the company files, every current director must complete identity verification.

After successful verification, the individual receives a unique Companies House personal code. The code belongs to the person, not to one particular company.

When the next Confirmation Statement is filed, the company must:

  • provide the personal code of every current director;

  • confirm that each director has verified their identity;

  • ensure the details associated with each code correspond with the Companies House record.

Companies House states that it will not accept the Confirmation Statement until all current directors have verified their identities.
 

One company, several directors

If a company has three directors, it needs the personal codes of all three.

It is not sufficient for only the director or accountant completing the filing to have verified their identity.

This creates a practical risk where:

  • a director lives overseas;

  • a former director is still incorrectly shown on the register;

  • one director has not completed verification;

  • a name or date of birth does not match the register;

  • the person responsible for filing has not collected all the codes.

The Confirmation Statement should therefore not be left until the final day.

DCTaxAgent Insight

In 2026, identity verification is not an optional preparation step. It is a gateway to completing the Confirmation Statement.
 

Director and PSC: one person, two separate roles

A director and a Person with Significant Control are not the same legal role.

The director manages the company.

The PSC is a person who meets one or more statutory conditions relating to ownership or control.

In many owner-managed companies, the same individual is both director and PSC.

That person usually verifies their identity only once and receives one personal code. However, the verified identity must be connected separately to each role.

For the director role, the code is provided through the Confirmation Statement or through the relevant appointment process.

For the PSC role, the personal code and verification statement must be provided separately through the PSC identity-verification service.

Each PSC has a specific 14-day period during which the verification details must be submitted. The dates depend on when the person became a PSC and whether they were already registered when mandatory verification began.

Entering the code for the director through the Confirmation Statement does not automatically complete the PSC requirement.
 

What must be checked before filing?

The filing should not be treated as a mechanical annual payment.

The director should compare the public Companies House record with the company’s internal statutory records.

The review should cover:

  • registered office address;

  • registered email address;

  • directors and company secretary;

  • People with Significant Control;

  • SIC codes;

  • statement of capital;

  • shareholders;

  • share classes and share rights;

  • trading status of shares;

  • any applicable PSC reporting exemptions;

  • identity-verification status for every director.

Companies House specifically identifies registered office details, officers, capital, shareholders, SIC codes and PSC information as matters that should be reviewed.
 

Changes that must be reported before the Confirmation Statement

Not every error can be corrected inside the annual filing.

Before confirming that the register is accurate, the company must separately report changes concerning:

  • directors;

  • company secretary;

  • People with Significant Control;

  • registered office address;

  • registered email address.

Only after those records have been updated should the company file the Confirmation Statement.

Example

A director resigned in February, but the Confirmation Statement is due in July.

The company should not simply open the annual form and confirm that the register is correct.

It must first report the director’s termination.

Once Companies House has updated the register, the company can file the Confirmation Statement based on the corrected position.

The same principle applies where:

  • a new director was appointed;

  • the company changed its registered office;

  • a PSC was added or removed;

  • the registered email address is no longer valid.
     

Information that can be updated through the Confirmation Statement

Certain information may be amended through the additional-information sections of the filing.

These include:

  • the company’s SIC code;

  • statement of capital;

  • trading status of shares;

  • exemption from supplying PSC information;

  • shareholder information.
     

SIC codes

The SIC code describes the company’s business activities.

A company established for construction work may later move into property management, consultancy or online retail. The code should be reviewed to ensure it still reflects the actual business.

An incorrect SIC code does not automatically determine the company’s tax treatment, but it may create an inaccurate public profile.
 

Statement of capital

The statement of capital shows information about the company’s shares, including the classes, number of shares and nominal value.

However, the Confirmation Statement does not replace the legal documentation required to issue, transfer, redesignate, consolidate or reorganise shares.

It reports the resulting position. It does not create the transaction.
 

Shareholder information

Directors, shareholders and PSCs are often confused.

One person may hold all three roles, but each must be recorded correctly.

A director does not automatically own shares.

A shareholder does not have to be a director.

A PSC may exercise control through voting rights, ownership or another form of significant influence.

The Confirmation Statement must reflect those distinctions.
 

The lawful-purpose statement

Companies must confirm that their intended future activities will be lawful.

This requirement applies even where nothing else has changed.

It does not require the director to submit a business plan or explain every future transaction.

It is a formal statement that the company is not being maintained or used for unlawful purposes.

Companies House will not accept the Confirmation Statement without the required confirmation.

This should not be treated as a meaningless checkbox.

It is an official declaration submitted on behalf of the company.
 

The registered email address

Companies House requires the company to provide a registered email address if one has not already been supplied.

The address is used for official communication but is not displayed on the public register. The company is expected to read messages sent to it.

The registered email should therefore be:

  • active;

  • regularly monitored;

  • accessible to a responsible person;

  • retained when directors, employees or agents change;

  • protected from loss of access.

An email address belonging to a former employee or previous accountant can create significant risk.

The communication may have been delivered successfully even though nobody responsible for the company has read it.
 

When must the Confirmation Statement be filed?

Every company must review its information and file at least one statement every 12 months.

This 12-month cycle is called the review period.

For the first Confirmation Statement, the review period ends 12 months after the company’s incorporation date.

For later filings, it ends 12 months after the confirmation statement date used in the previous filing.

After the review period ends, the company has up to 14 days to submit the statement.

Example

Assume the company’s confirmation statement date is:

20 August 2026

The filing deadline will normally be:

3 September 2026

The statement confirms the company’s information as at 20 August, but it may be submitted during the following 14-day filing window.

The exact date should always be checked on the Companies House register rather than calculated from memory.
 

Filing early

A company does not need to wait until the existing review period ends.

It may file early and choose a new confirmation statement date.

When it does so, the next review period begins on the following day.

Early filing may be useful where:

  • there has been a material ownership change;

  • a lender or investor wants an updated public record;

  • the company is being sold;

  • the directors want to align company administration with another annual process.

However, filing early changes the next review period and therefore affects the future filing cycle.
 

Review period and payment period are not the same

This distinction causes considerable confusion.

Review period

The review period determines when the company must review its details and file the Confirmation Statement.

It can change if the company files early.

Payment period

The payment period determines when the annual Companies House fee becomes payable.

It is a separate 12-month period and cannot be changed simply by filing early.

The company pays the annual fee with the first Confirmation Statement filed within that payment period.

After paying, the company may file further Confirmation Statements during the same payment period without paying the annual fee again.

A new fee becomes due once a new payment period begins.

Example

A company files and pays the annual fee in May.

It files another Confirmation Statement in August because its shareholders changed.

If both filings fall within the same payment period, it does not pay the annual fee again.

The August filing may nevertheless change the review period and the date of the next required statement.
 

How much does it cost in 2026?

The current fees are:

Online or software filing: £50

Paper form CS01: £110

The paper fee is substantially higher, and paper filings generally take longer to process.

The £34 online fee and £62 paper fee applied previously but were replaced on 1 February 2026.

The fee is annual within the payment-period rules. It is not a monthly subscription and is not necessarily charged every time another statement is submitted during the same payment period.
 

How is it filed?

A company can file directly or use an authorised agent.

For online filing, the company will generally need:

  • the company number;

  • access to the relevant Companies House account or filing service;

  • the company authentication code;

  • accurate and updated company information;

  • a registered email address, where required;

  • the personal code for every current director;

  • a debit or credit card or other accepted payment method.

Companies House confirms that, where a company has more than one director, the personal code of each director is required.

Although an accountant or agent may submit the filing, the directors remain responsible for the accuracy of the information.

An agent cannot verify facts that the directors have not disclosed.
 

What happens if you forget to file?

The consequences may extend far beyond an overdue status on the register.

The company becomes non-compliant

Once the statutory deadline has passed, the filing is overdue.

Dormancy, lack of turnover or the absence of changes does not suspend the obligation.
 

Companies House may issue a financial penalty

Companies House now has broader financial-penalty powers under the Economic Crime and Corporate Transparency Act framework.

Its published enforcement approach covers warning notices, penalty notices, representations, fixed penalties, continuing penalties and appeals.

This should not be confused with the late-filing penalty scale that applies to annual accounts. Confirmation Statements have their own legal and enforcement framework.
 

The company and its officers may commit an offence

Official guidance states that a person may be fined up to £5,000 where the Confirmation Statement is not filed.

The company may also face strike-off action.

The £5,000 figure should not be described as an automatic invoice issued immediately after the deadline.

It reflects the potential legal consequence of the failure, including enforcement against responsible officers.
 

The company may be struck off

Companies House may begin the process of removing the company from the register.

If the company is dissolved:

  • it ceases to exist as a legal entity;

  • its bank account may be frozen;

  • it cannot lawfully continue normal business;

  • property and money remaining in the company may pass to the Crown;

  • restoration may be required before assets can be recovered.

For an active business, the practical damage can greatly exceed the original filing fee.
 

The public record may damage commercial confidence

Banks, lenders, investors, suppliers and potential buyers often check Companies House before dealing with a company.

An overdue or inaccurate public record may raise questions about management and compliance.

This is not a separate statutory penalty, but it can create a real commercial cost.
 

Identity verification can also block a filing

A director may prepare the Confirmation Statement on time but discover that it cannot be submitted because one or more directors have not completed identity verification.

This is particularly risky where:

  • the filing is started on the deadline;

  • a director is unavailable;

  • the personal code cannot be found;

  • the identity details do not match the register;

  • a former director was not removed;

  • the company assumed the accountant would verify everyone automatically.

The legal deadline is not extended merely because the company began the process late.

Director verification should therefore be checked well in advance.
 

“We did not receive a reminder” is not a defence

Companies House offers email reminders and displays filing deadlines on the public register.

However, the responsibility remains with the company and its directors.

A reminder sent to spam, an old email address or a letter delivered to an unmonitored registered office does not change the statutory deadline.

The reminder helps with administration. It does not create the obligation.
 

What should you do if the deadline has already passed?

The priority is to correct the failure—not wait for another letter.

The directors should:

  1. Check the company’s current record and overdue filing.

  2. Report separately any changes to directors, PSCs, registered office or registered email.

  3. Complete identity verification for every current director.

  4. Obtain every director’s personal code.

  5. File the overdue Confirmation Statement immediately.

  6. Respond within the stated deadline to any warning, default or penalty notice.

  7. Retain evidence that the filing was accepted.

Where Companies House has issued a formal notice, the company should read it carefully and respond through the stated process. An explanation does not remove the need to complete the overdue filing.
 

The most common mistakes

“Nothing changed, so we do not need to file”

The absence of changes is exactly what the annual statement confirms.

“The company is dormant”

Dormant companies must still file.

“We filed the annual accounts”

Annual accounts and the Confirmation Statement are separate obligations.

“The accountant automatically knows every company change”

The accountant may not know that shares were transferred, a PSC changed, a director resigned or the registered office is no longer used unless the directors provide the information.

“We can change all details through the Confirmation Statement”

Directors, PSCs, registered office and registered email changes normally need to be reported separately before filing the statement.

“Only the director submitting the form needs identity verification”

Every current director must verify and provide a personal code.

“The director code also completes the PSC obligation”

The same personal code may be used, but it must be connected separately to the PSC role.

“The 14 days are optional extra time”

The 14-day period is the statutory filing window after the review period ends. It should not be treated as an excuse to delay all preparation until the last moment.

“We pay every time we file”

The annual fee is paid with the first statement in the payment period. Additional filings in the same payment period do not generally attract another annual fee.
 

The recommended annual review

Approximately 30 days before the deadline, the directors should review the following.

Is the registered office still appropriate?

The company must be able to receive official communications there.

Is the registered email address active?

It should be monitored by someone responsible for the company.

Is the director list correct?

Appointments, resignations, names and service addresses should be checked.

Has every director verified their identity?

The personal codes should be collected before the filing begins.

Are the PSC records accurate?

Ownership, voting rights and other forms of control should be reviewed.

Do the SIC codes describe the company’s current business?

Old codes may misrepresent the company’s activity.

Does the statement of capital agree with the statutory records?

Shares, classes and nominal values should reconcile.

Is the shareholder information current?

Share issues and transfers should be supported by proper documentation.

Have changes requiring separate filings already been reported?

The Confirmation Statement should not confirm a record that remains inaccurate.

Can the company truthfully confirm that its intended future activities will be lawful?

This is a formal statutory declaration.
 

A complete example

Consider Daniel Construction Ltd, whose Confirmation Statement is due in August 2026.

During the year:

  • one director resigned;

  • the company changed its registered office;

  • additional shares were issued;

  • the principal activity changed from general construction to property maintenance;

  • the remaining director is also the PSC;

  • the director has not yet supplied a Companies House personal code.

The company should not immediately open the annual filing and confirm that the register is correct.

First, it should report the director’s resignation and the registered-office change.

It should then confirm that the share issue was properly authorised, recorded and reported, and ensure the statement of capital and shareholder information are accurate.

The SIC code should be updated.

The remaining director must complete identity verification and obtain their personal code.

The director’s code must be supplied through the Confirmation Statement. The PSC verification details must be provided separately through the applicable PSC process.

The registered email address should be checked.

Only once these matters are complete should the Confirmation Statement be submitted.

That is the difference between simply paying an annual Companies House fee and conducting the company review properly.
 

Verdict: a simple filing with serious consequences

The Confirmation Statement is one of the shortest annual filings made by a limited company.

Its importance should not be measured by its length.

Through the statement, the company confirms that:

its public record is accurate;

its directors and controllers are correctly identified;

its shareholders and capital are correctly reported;

every current director has completed identity verification;

its intended future activities will be lawful.

The essential rules are:

A Confirmation Statement is required even where nothing changed.

Dormant and non-trading companies are not exempt.

Annual accounts and HMRC filings do not replace it.

Certain changes must be reported separately before filing.

Every current director must verify their identity first.

Director and PSC verification are connected but separate obligations.

The online fee is £50 and the paper fee is £110.

Failure to file may result in penalties, prosecution and strike-off.

The golden rule is straightforward:

Do not confirm the register before you have checked it.

A correctly prepared Confirmation Statement is usually quick and inexpensive.

A forgotten or inaccurate statement can create penalties, identity-verification problems, commercial embarrassment and, in the most serious circumstances, the loss of the company’s legal existence.
 

How DCTaxAgent can help

DCTaxAgent can manage and review the annual Confirmation Statement process, including:

  • checking the review period and filing deadline;

  • reviewing directors and PSCs;

  • checking the registered office and registered email;

  • reviewing SIC codes;

  • reconciling the statement of capital;

  • checking shareholders and share classes;

  • reviewing share issues and transfers;

  • Companies House identity verification;

  • collecting and connecting director personal codes;

  • reviewing PSC verification requirements;

  • correcting company information before CS01;

  • filing the Confirmation Statement;

  • regularising overdue filings;

  • reviewing strike-off risk.

WhatsApp: 07587 532646
 

Disclaimer

This article is provided for general information and educational purposes only.

It does not constitute accounting, tax, legal, insolvency, company-secretarial or identity-verification advice tailored to a particular company.

The exact requirements depend on the company’s structure, Articles of Association, share capital, directors, shareholders, PSCs, filing history and the information currently shown on the Companies House register.

Fees, processes and identity-verification requirements are stated as applicable in July 2026. The company’s live Companies House record and current official guidance should always be checked before filing.

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