One of the questions we hear most often from new business owners is simple: does my company actually need to file a confirmation statement? The answer in nearly every case is yes. But the details matter, especially if you run a dormant company, a newly formed company, an LLP or a company that has just been bought. This guide explains exactly who must file, who is excluded and what the rules mean in practice.
The general rule
Every company registered at Companies House in the UK must deliver a confirmation statement at least once in every 12-month period. The obligation arises under the Companies Act 2006 and applies whether the company is trading or not, profitable or not, and large or small. It is the company’s duty to file, and the directors are responsible for making sure it happens.
Private limited companies
If you formed a private company limited by shares, you must file. That covers the vast majority of UK small businesses, including one-person consultancies, family companies, start-ups and contractors working through their own limited company. Being the only director and shareholder does not change the requirement. Having an accountant does not change it either, although your accountant may be engaged to file for you.
Companies limited by guarantee
Companies limited by guarantee, such as many community groups, clubs, management companies and charities set up as companies, also have to file. They do not have share capital, so some sections of the form are simply not relevant, but the filing itself is mandatory.
Public limited companies
Public limited companies (plc) file confirmation statements too, and the information required is the same in principle. Listed companies also have additional disclosure duties but that is outside the scope of this guide.
Limited liability partnerships
LLPs file a confirmation statement that confirms the members, the registered office and the persons with significant control. The structure of the filing is a little different because LLPs have members rather than directors and shareholders, but the 12-month rule is the same.
Dormant companies
A dormant company is one that has had no significant accounting transactions in the period. A common misconception is that dormant means exempt. It does not. A dormant company must still file a confirmation statement every year, even if it has never traded and has no bank account. If you have a company sitting on the register, perhaps for a name you wanted to protect, you still need to file. See our guide to dormant company confirmation statements.
Newly incorporated companies
A new company has up to 12 months from incorporation to deliver its first statement. The 14-day review period then applies after that date. Many new directors expect that the filing is not required in year one because they have not traded much. That is incorrect. Mark the date in your diary.
Companies that have just been bought or taken over
If you purchase an existing company, or buy a shelf company, the confirmation statement obligation comes with it. In fact, shortly after a change of ownership, it is common to review the PSC register, officers and shareholders. A confirmation statement is a handy point at which to tidy up the public record. If new shareholders have come in, you may need a PSC update before filing.
Overseas-owned UK companies
A UK company owned by a foreign parent still needs to file. The directors do not have to live in the UK, but the registered office must be in the UK. For companies with non-UK directors, identity verification and correspondence address rules still apply.
Are any companies exempt?
Very few. A small number of bodies incorporated by statute or royal charter are not subject to the same regime, as are some unregistered companies. Sole traders and ordinary partnerships are not registered at Companies House and therefore do not file confirmation statements. If you are unsure whether your business is a registered company, check the register using your company name.
Who is responsible in the company?
The directors have the legal duty to make sure the statement is delivered. A director can file it, a company secretary can file it, or an authorised agent such as an accountant can file it using the company’s authentication code. If the company defaults, every director can be held liable, so responsibility is shared. Read more about director liability in our guide to director fines for not filing.
What if you are not sure when you file?
If you are not sure whether a statement is due, check the Companies House register for your company name. The overview page shows the next confirmation statement date and the date by which it must be filed. If it is overdue, see our late confirmation statement service and our guide on how to file an overdue statement.
Practical examples
A freelance designer in London who set up a limited company two years ago but has paused trading still needs to file each year. A property investor with three SPVs must file separately for each one. A founder who incorporated a company to reserve a brand name and has done nothing since still has to file. In every case, the 12-month rule applies company by company.
Frequently asked questions
Do sole traders need to file a confirmation statement?
No. Sole traders are not registered at Companies House. They file self-assessment tax returns with HMRC instead.
Does a dormant company need a confirmation statement?
Yes. Dormant companies must file one at least once every 12 months, just like trading companies.
Do LLPs need to file confirmation statements?
Yes. LLPs file a confirmation statement confirming their registered office, members and PSC information.
Who can file the statement for the company?
A director, the company secretary or an authorised agent using the company authentication code.
Next steps
If your company is on the register, your confirmation statement is due. Work out your date, check your details and file on time. If you would rather have a specialist handle it, you can order online and we will file within two working days.
Related articles
- How to File a Confirmation Statement Online (UK Step-by-Step)
- What Information Do You Need for a Confirmation Statement?
- Confirmation Statement vs Annual Accounts: What Is the Difference?
- The complete confirmation statement guide
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