Hi there, Nicholas Campion here from 1st Formations, and welcome to another episode of Whiteboard
Thursday - where we provide advice on a wide range of business and company matters.
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Today, I want to discuss the subject of a late confirmation statement.
While it is important to ensure your confirmation statement is submitted on time, forgetting
to do so does occasionally happen. However, the important thing in these cases is not to panic.
Yes, missing the filing deadline can cause various problems for a limited company – but
fortunately there are no automatic financial penalties – so, just make sure it is submitted
to Companies House as soon as possible. In this video, we provide advice and support
on filing a confirmation statement, how to avoid filing late, and we also consider some of the
negative consequences for failing to comply with the filing obligations.
Now, first of all - what is a confirmation statement? Well, limited companies are legally required
to submit a confirmation statement every year to Companies House. Previously known as an
Annual Return, a confirmation statement must be filed by all companies, including those
which are dormant or not trading. Essentially, company officials are required
to check and verify that the information held by Companies House is accurate and up to date
once every 12 months. This 12 month period is known as the review period.
Even if nothing has changed during the review period, it is still necessary to file a confirmation
statement. To avoid the problems which can arise from
filing a late confirmation statement, it is important to meet the submission deadline
in each review period. Now let’s establish what the deadline is
for submitting a confirmation statement.
First of all, it’s important to ask the question - is it actually late? To find out,
you need to understand two key dates: The first which is called the ‘confirmation date’ - sometimes known
as the ‘made up to date.'
The ‘confirmation date’ is the date at which your confirmation statement should be
correct up to. The information submitted should reflect the company’s position for the period
between the date of your last confirmation statement or the date of incorporation - whichever
is sooner - and your next confirmation date. That is the review period.
A confirmation statement can also be filed early, during the review period. However,
submitting it early will automatically trigger the beginning of the next 12-month period.
In other words, the review period resets, and your next confirmation date will be
12 months after the last confirmation date that you submitted.
Companies may file a confirmation statement early to update Companies House of changes
sooner than required. For example, if you need to show a change in shareholders earlier,
or simply to ensure that they don’t miss the filing deadline.
On the other hand, the second date that you need to keep in mind is what's called the ‘filing date.’
The 'filing date' is the last date at which your confirmation statement
can be submitted. That is your deadline, and it is 14 days after the confirmation date. So,
you have two weeks from your confirmation date to submit it.
Your confirmation statement is only overdue if it has not been filed by the filing
date. Let’s look at a couple of examples of when
confirmation statements should be submitted: In the first example:
A company was incorporated on 1 April 2020. The review period begins on 1 April 2020 and
ends on 31 March 2021.
Therefore, the confirmation statement must be filed by 14 April 2021 at the latest.
Then we have a company was formed on 1 April 2020 again. As in the first example, the review period begins
on 1 April 2020 and ends on 31 March 2021 in this case.
The company decides to submit a confirmation statement early, on 1 January 2021. This means
that the next review period will run from 1 January 2021 to 31 December 2021.
So, the next confirmation statement must be filed by 14 January 2022 at the latest.
You should note: that if a confirmation statement is submitted late, this will not change the 12-month
review period. Unlike an early submission, filing a late confirmation statement has no
effect on the review period. An easy way to check your company’s confirmation
date and filing date is on Companies House Service.
And to do this go to the Companies House Service website, search your company name in the search bar
and select it from the results. Then, under the ‘Overview’ tab, you will see a section
marked in the bottom right called ‘confirmation statement.’
This will tell you when your next confirmation date is, and when it is due.
Next, let’s consider what happens if you file a late confirmation statement.
The good news is, there are no automatic financial penalties for missing your confirmation statement
deadline. However, this doesn’t mean that filing it late is consequence-free.
Normally, an automatic warning will be issued by Companies House, stating that the late
confirmation statement should be submitted ASAP. You should take action immediately if you receive this,
to file it without further delay. Why? Because your company can be struck off the register
– that is, closed down, and you will no longer be able to trade.
It is also a criminal offence if a company fails to file on time and ignores warnings
from Companies House. Both the company and its officers may be subject to prosecution
as a result of breaching the Companies Act 2006, and this leaves them open to a fine of
up to £5,000.
The consequences of a late confirmation statement can therefore be severe, and so, submitting
on time is something you should make absolutely certain of.
We also recommend you maintain your own filing reminders and do not to rely solely on what
Companies House might send you. Next, how should a late confirmation statement
be filed? Well, there is actually no difference between the way
you file a late confirmation statement and one that is being submitted on time. You should
follow the same standard process: Check the details of your company currently
held by Companies House, using their online company information service.
Ensure any company details which are out of date are updated accordingly. This can be
done using Companies House WebFiling
Then provide details of any changes to:
the Standard Industrial Classification code;
the statement of capital; the trading status of shares, and shareholders information;
exemption from keeping a PSC register and shareholder information.
Finally, pay the annual fee in respect of filing the confirmation statement. This will be £13.00 if
filing online or £40.00 if filing by post. Payment covers each 12-month payment period,
which begins on the date payment is made. The payment period can be different from the
review period - this can be a little confusing, but we will discuss that in a short while.
So far we have discussed how to deal with a late confirmation statement – now let’s
take a look at how to avoid this situation in the future, in the first place.
Possibly the best way of ensuring it is filed on time, is to purchase 1st Formations’ Confirmation
Statement Service, where a company expert will prepare and file it for you, at a cost
of £34.99+VAT.
The service is renewable on an annual basis, so once you register for the service, you
will receive reminders on a yearly basis.
Another way to avoid missing the filing deadline is to submit it earlier in the review period.
Doing so can also ensure that a last-minute rush is avoided.
It is also possible to sign up for email reminders from Companies House, which sends
out notifications regarding the due date of a confirmation statement.
Using confirmation statements routinely, to update certain company information when necessary,
is good practice and can help to avoid leaving things until the last minute.
Company details which can be updated via a confirmation statement include:
principal business activities or standard industrial classification (SIC) codes; statement
of capital; trading status of shares;
exemption from keeping a register of people with significant control (PSC);
and shareholder information. But it should be noted that other changes
will also require separate forms to be completed and submitted to Companies House, for example:
registered office address; Single Alternative Inspection Location (SAIL)
people with significant control (PSC); company directors and secretaries, and more.
Earlier, I briefly mentioned the payment period for a confirmation statement – but what
exactly is this?
There is an annual fee which must be paid in respect of confirmation statement filings.
The payment period for this annual fee is considered separately from the review period.
For newly formed companies, the payment period is 12 months from the company incorporation
date, whilst for older companies, the payment period is 12 months from the date of the last payment.
Multiple confirmation statements can be submitted in the payment period covered by the annual
fee, and the annual fee only needs to be paid with the first confirmation statement in each
payment period. Let’s look at an example:
Company ABC is registered on 1 January 2021. The payment period starts on 1 January 2021
and ends on 31 December 2021.
Company ABC decides to file their confirmation statement on 30 September 2021. At this point,
they must also pay the annual fee in respect of their payment period.
The company directors decide to submit a second confirmation statement on 1st December 2021.
This time no fee is payable, as the payment period is still covered by the first fee which
has been paid.
The company submits their next confirmation statement on 5th January 2022. The annual fee
must be paid again at this point.
So there you have it. Today, we have covered what to do if your confirmation statement is late,
and how to avoid missing the all-important deadline. If you have any questions,
please leave them in the comments section below.
In the meantime, be sure to subscribe to our channel, to get more advice on limited companies,
reporting requirements, and tax obligations. We're always happy to hear from you, and we
can’t wait to help. Until next time, cheerio.