What is a Confirmation Statement?

May 13, 2019

What is it?
A confirmation statement (Companies House form CS01) verifies that important company data filed and registered at Companies House and displayed on the public register is accurate and up to date. If any information held on record is inaccurate or out of date when the confirmation statement is due, the company should update the information on the relevant separate form before filing the confirmation statement, or at the same time as delivering the confirmation statement.

Filing
A confirmation statement can be authorised and filed by company directors, company secretaries, designated LLP members by all limited companies and limited liability companies (LLPs). This replaces the previous Annual Return form.  A confirmation statement must be filed at Companies House at least once every 12 months, and can be filed at Companies House in paper form or online via the Companies House Website.

We would recommended filing the confirmation statement via Companies House WebFiling as the postal form consists of 2 parts, one of which is 28 pages. Furthermore, the cost for filing the confirmation statement in paper form is £40 against the online cost of £13.

Whilst filing a confirmation statement, companies are required to check the information registered at Companies House and confirm that it is accurate and up to date at that time. The information you will have to check and confirm includes:

  • Location of the company’s statutory registers (i.e. registered office or SAIL (Single Alternative Inspection Location)
  • Principal business activities (Standard Industrial Classification (SIC) codes)
  • Name of each shareholder
  • Shares held by each shareholder – class, quantity, and details of any transfers
  • Statement of capital
  • Trading status of shares
  • Persons of Significant Control
  • Directors and Secretaries

Failure to file
Failure to file confirmation statements or accounts is a criminal offence which can result in directors being fined personally in the criminal courts.

Common Filing errors
When filing a confirmation statement, the information that is reflected about the company is as at a specific date. This date differs from the actual filing date of the CS01, as a result a common error made in filing is adding information about the company that is between the date of the information that is to be supplied and the date of filing. Other common errors are made regarding not updating the movement of shares, changes in share capital (allotments and buy-backs) and class designation (change in share name and rights).

Key Differences between Confirmation Statement and Annual Return

  • Once the filing fee has been paid for a confirmation statement period (12 months), the company can update their information as many times as they want with no additional fees.
  • An annual return used to show all the details in a snapshot of the company every time it was filed. A confirmation statement will only show the information that has changed since the last confirmation statement was filed otherwise it just states the information on the website is correct and that there have been no changes.

This reflects the law at the date of publication and is written as a general guide. It does not contain definitive legal advice, which should be sought as appropriate in relation to a particular matter.

By Michelle Lamberth 

Senior Paralegal, Corporate and Commercial 
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