What Is a Confirmation Statement and Why Does It Matter?

Under UK law, companies are required to file a confirmation statement as part of their statutory reporting obligations. Pursuant to Section 92 of the Small Business, Enterprise and Employment Act 2015, Section 853A of the Companies Act 2006 (CA 2006) was amended to abolish the annual return requirement and replace it with the confirmation statement regime. This statement serves to confirm that all information that the company was legally obligated to submit to Companies House during the relevant period has either already been delivered or is being submitted concurrently (Section 853A(1), CA 2006).

Companies must file this confirmation statement within 14 days following the end of each review period. A review period is defined as a 12-month term commencing on the company’s incorporation date, and every subsequent 12-month period begins the day after the previous review period concludes.

Notwithstanding this timeline, companies may submit a confirmation statement earlier, at any point before the due date. In such cases, the new review period resets and begins the day after the specified confirmation date (Section 853A(6), CA 2006).

Additionally, any information delivered to the Registrar within five days prior to the date of the confirmation statement is considered duly filed—unless the Registrar issues a notice to the contrary (Sections 853A(7)–(8), CA 2006).

In compliance with Section 853A(1), all companies—whether public or private—must, within 14 days of each review period's conclusion, deliver to the Registrar of Companies:

• A confirmation statement verifying that all required information related to that period:

  • Has already been submitted; or

  • Is being submitted simultaneously with the statement.

    
    

This obligation also extends to dormant companies.

To fulfil this requirement, companies must use Form CS01 and, where relevant, include additional information, such as:

1. Lawful Purpose Statement

Effective from 5 March 2024, companies are required to declare that their future intended activities are lawful.This requirement was introduced under Section 853BA CA 2006, as amended by Section 60 of ECCTA.

2. Registered Email Address

Under Section 30 of ECCTA, companies must provide a registered email address.This must be included with the first confirmation statement filed on or after 5 March 2024.

3. Registered Office Address

If a company’s registered office is not deemed “appropriate” (i.e. it cannot reliably receive and acknowledge documents), it must submit Form AD01 to update the address at the same time as the confirmation statement (Section 86(2), CA 2006).

4. Principal Business Activities (SIC Code)

Any change to the company’s primary business activities must be reported via Part 1 of Form CS01.This declaration is mandatory in the company’s first confirmation statement, regardless of changes.

5. Statement of Capital

Applicable to companies with share capital, this must be completed in Part 2 of Form CS01, and must disclose:

• Total number of issued shares,

• Aggregate nominal value,

• Any unpaid amounts,

• Rights attached to each class of shares,

• Currency breakdown.

  
  

If no changes have occurred and the last filed statement was submitted on or after 30 June 2016, a new statement may not be necessary.

6. Trading Status of Shares and PSC Register Exemption

Part 3 of Form CS01 requires companies to:

• Indicate whether their shares are traded on a UK or EU regulated market,

• Confirm whether they are a DTR 5 issuer,

• Declare whether they are exempt from maintaining a PSC (People with Significant Control) register.

  
  

7. Shareholder Information

Part 4 of Form CS01 applies to non-traded companies, and must include:

• Full names of all shareholders during the confirmation period,

• Number and class of shares held as of the end of the period,

• Details of any share transfers and their registration dates.

  
  

Traded companies not subject to DTR 5 must also report the names and addresses of persons holding 5% or more of issued shares.

Consequences of Failing to File a Confirmation Statement

Failure to submit the confirmation statement within 14 days of the review period’s end constitutes a statutory offence, and the following parties may be held liable:

• The company itself,

• Each director and the company secretary (for public companies or private companies with a secretary), unless they can demonstrate that all reasonable steps were taken to prevent or remedy the failure,

• Any other officer of the company in default,

• Shadow directors.

  
  

Under Section 853L(2) CA 2006, failure to comply may result in a fine and a daily default fine for ongoing non-compliance.

Furthermore, Section 853L(5) provides that in cases of continued contravention, officers who did not commit the original offence but who remain in default may still be held accountable for ongoing failure to comply.

📌 Ensure your company’s compliance with UK confirmation statement obligations.

FB Legal Consultancy provides tailored support to help you meet filing requirements effectively and avoid penalties.

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