Understanding Confirmation Statements: What You Need to Know

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A confirmation statement is a crucial document that every company registered in the United Kingdom must file annually with Companies House. This requirement, which replaced the annual return as of 30 June 2016, is essential for maintaining transparency and ensuring that the public record of the company is accurate and up-to-date.

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The primary purpose of the confirmation statement is to confirm that all the information Companies House holds about the company is correct. This includes details about the company's directors, registered office address, shareholders, and share capital. By submitting this statement, companies demonstrate their commitment to good corporate governance and regulatory compliance.

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The legal requirement to file a confirmation statement is enshrined in the Companies Act 2006. Companies must file their confirmation statement within 14 days following the end of the review period, which is typically a 12-month period starting from the date of the company's incorporation or the date of the last confirmation statement. For example, if a company is incorporated on 1 January 2024, the review period would end on 31 December 2024, and the confirmation statement must be filed by 14 January 2025.

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Failure to file the confirmation statement within the specified timeframe can result in significant consequences. The company and its officers may face financial penalties, and the company risks being struck off the Companies Register, which would result in its dissolution. This underscores the importance of timely submission to avoid any adverse outcomes.

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The confirmation statement must include specific information about the company. This includes the name and address of each person who holds at least 5% of the issued shares of any class of the company, as well as the number of shares held by each such person. If there have been any changes in the company's principal business activities during the review period, these must also be reported.

For traded companies, there are additional requirements. They must provide information about their shareholders and shareholdings, particularly if any shares were admitted to trading on a relevant market during the review period. This ensures that all stakeholders have a clear view of the company's ownership structure.

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Companies House plays a pivotal role in this process. It sends reminders to companies about their filing deadlines and provides guidance on how to complete and submit the confirmation statement. Companies can assume that any information delivered to the Registrar within five days of the statement's delivery date has been properly recorded, unless notified otherwise.

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Non-compliance with the requirement to file a confirmation statement can lead to severe penalties. In England and Wales, a company and its officers may be fined, and continued contravention can result in daily default fines. It is a defence for a director or secretary to prove that they took all reasonable steps to avoid the commission or continuation of the offence.

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In conclusion, the confirmation statement is a vital document for all UK-registered companies. It ensures that the information held by Companies House is accurate and up-to-date, thereby maintaining the integrity of the public record. Companies must adhere to the filing deadlines and provide all required information to avoid penalties and the risk of dissolution. By doing so, they demonstrate their commitment to transparency and good corporate governance.