Confirmation Statement Filed Late: Is There a Penalty, and What Actually Happens?

If you have filed your confirmation statement late, or you have just realised it is overdue, the honest answer is reassuring: there is no automatic banded fine waiting for you. You will not be billed £150 the moment the deadline passes. That figure, and the £375, £750 and £1,500 you may have seen quoted, belongs to a completely different filing.

That does not mean a late confirmation statement is harmless. Companies House can issue a financial penalty for failing to file, and it can start strike off action that ends with your company being dissolved. The good news is that fixing it is quick and cheap, and this article walks you through exactly what happens and what to do.

What Is a Confirmation Statement?

A confirmation statement (form CS01) is a statutory filing that confirms the information Companies House holds about your company is correct and up to date. Every company has to file one at least once every 12 months. It is not the same as your annual accounts. You file both, but they are separate obligations with separate deadlines and separate consequences.

The confirmation statement covers details such as:

• The company's registered office address
• The directors and their service addresses
• The company secretary, if you have one
• The statement of capital (number and type of shares issued)
• The people with significant control (the PSC register)
• The SIC code (your business activity code)
• The registered email address Companies House holds for the company

Even a dormant company has to file one. If nothing has changed, the statement simply confirms that the existing details are still correct, but it still has to be filed.

So What Actually Happens When It Is Late?

This is the part most articles get wrong. There is no automatic, banded penalty for a late confirmation statement. The penalty does not climb in fixed steps the way the annual accounts penalty does. What Companies House actually has is two tools.

1. A financial penalty. Companies House can issue a financial penalty if you do not file your confirmation statement on time. According to GOV.UK, you can be fined up to £5,000 for failing to file. This is a power Companies House uses at its discretion, not an automatic charge that appears the instant you are a day late. In practice, the warning letters and strike off process below are the far more common route.

2. Strike off. This is the consequence that really matters, and the one that costs people their company. If a confirmation statement is overdue and stays overdue, Companies House can begin the process of striking the company off the register. We explain that process step by step below.

So if you are reading this in a mild panic because you are two weeks late, breathe. File it, and the situation is resolved. The danger is in leaving it.

The Strike Off Process, Step by Step

Strike off is the registrar removing your company from the register so that it legally ceases to exist (it is dissolved). When a company stops filing, Companies House can start this process. Here is roughly how it unfolds.

• Warning letters. Companies House writes to the company's registered office to say the filing is overdue and that the registrar may take action if it is not put right.
• First Gazette notice. If there is still no response, the registrar publishes a notice in the relevant Gazette (London, Edinburgh or Belfast) stating its intention to strike the company off. This notice is public.
• A waiting period. The company, and anyone with an interest in it such as a creditor, has at least two months from that notice to object or to bring the filings up to date.
• Dissolution. If nothing changes, a second notice is published confirming the company has been struck off and dissolved. The company no longer exists.

The sting in the tail is what happens to anything left in the company. On dissolution, any assets still held by the company, including money in the bank account, pass to the Crown as bona vacantia (ownerless property). Getting them back means applying to restore the company, which is more expensive and slower than simply filing on time would have been.

None of this is theoretical. Companies are struck off every year for failing to keep up with their confirmation statement and accounts. The point of this article is to make sure yours is not one of them.

The Penalty You Are Probably Thinking Of: Annual Accounts

The £150 to £1,500 figures attached to "late filing" almost always come from the annual accounts penalty regime, not the confirmation statement. It is worth setting the two side by side so the difference is clear.

Late filing penalties for annual accounts, for a private limited company, are automatic and banded:

• Not more than 1 month late: £150
• More than 1 month but not more than 3 months late: £375
• More than 3 months but not more than 6 months late: £750
• More than 6 months late: £1,500

Crucially, that penalty is doubled if accounts are filed late in two successive financial years. So a company that is repeatedly late with its accounts can quickly reach £3,000 for a single set. GOV.UK is explicit that this late filing penalty applies only to accounts.

Here is the same comparison as a quick checklist:

• Confirmation statement late: no automatic banded fine. Companies House can issue a financial penalty (up to £5,000) and can start strike off. The real risk is strike off.
• Annual accounts late: automatic banded penalty of £150 to £1,500, doubled for two years running. Strike off is also possible if accounts are never filed.

If you have been quoted a fixed sum like "£150 for being late," check which filing it relates to. For the confirmation statement, that number is almost certainly a mix-up with accounts.

How to Fix It Today

If your confirmation statement is overdue, the fastest way out is simply to file it. There is no separate late charge bolted on to the fee.

1. Log in to the Companies House online filing service using your company's authentication code.
2. Choose to file a confirmation statement.
3. Review the information Companies House holds (directors, PSCs, registered office, SIC code, registered email).
4. Update anything that has changed since the last filing.
5. Confirm everything is correct and submit.
6. Pay the £50 online filing fee. Filing a paper CS01 by post costs £110, so online is cheaper as well as faster.

The whole thing takes around 10 to 15 minutes if your details have not changed. If you have lost your authentication code, you can request a new one, but it is posted to the registered office and takes a few working days to arrive, so do not leave it to the last moment.

If you have missed several years of filings, or you have already had a warning letter or seen a Gazette notice, do not panic but do act now. File the outstanding statement straight away, and if the company is already deep in the strike off process, speak to an accountant about objecting to the strike off or, if it is too late, restoring the company.

How to Make Sure It Never Happens Again

The confirmation statement is one of the easiest compliance tasks to automate away. A few simple habits remove the risk entirely.

Set a Recurring Reminder

Your review period ends 12 months after either the company's incorporation date or the date of your last confirmation statement, and you then have up to 14 days to file. Put a recurring annual reminder in your calendar about a month before that date so you have time to gather any updates and file in good time.

Keep Your Registered Email Up to Date

Companies House sends reminders to the registered email address it holds for the company. If that address is out of date or going to an inbox nobody checks, the reminder is wasted. Make sure it points somewhere a real person reads.

Let Software or an Accountant Handle It

Accounting platforms such as Xero and FreeAgent can track the due date and file the confirmation statement for you directly with Companies House. If you would rather not think about it at all, an accountant can file it as part of your annual compliance. At Holloway Davies, we track the date, prepare the statement and file it for our limited company clients, so the deadline never becomes your problem.

Final Thoughts

The honest headline is that a late confirmation statement does not trigger the automatic banded fine people fear. There is no £150 charge waiting the day after the deadline. What you should genuinely worry about is leaving it unfiled, because that is what leads to a financial penalty and, more seriously, to strike off and a dissolved company. The fix is a £50 online filing that takes a quarter of an hour.

If you are behind on your filings, unsure which deadlines apply, or staring at a strike off warning, contact our team. We handle confirmation statement filings for limited companies across the UK, so your filings are on time, every time.