Confirmation statement overdue: what to do now.

What a confirmation statement is

A confirmation statement tells Companies House that the information it holds about your company is correct. Every limited company must file one at least once every 12 months, even if nothing has changed.

It is not the same as your annual accounts, and it is not a tax return. It is a separate filing with its own deadline. A company can be fully up to date with HMRC and still have an overdue confirmation statement.

When you file, you confirm or update details such as:

• Directors and company secretary
• People with significant control (PSCs)
• The registered office address and registered email address
• The SIC code that describes what the company does
• The statement of capital and shareholder information

You also confirm that the company's intended future activities are lawful.

How the deadline works

Each statement covers a review period. The first review period ends 12 months after the date the company was incorporated. After that, each review period ends 12 months after the confirmation statement date on your last statement.

You then have up to 14 days after the review period ends to file. Once those 14 days have passed, the statement is overdue.

You can file early. If you do, you choose a new confirmation statement date, and the next review period starts the day after it. You might do this to line the statement up with another date you already track.

The easiest way to see your dates is to search for your company on the Companies House register. The company overview shows when the next statement is due. Companies House also offers email reminders, which are worth switching on.

What happens if it stays overdue

Missing the 14 days does not mean the company is closed. But it should not be left. Companies House guidance says that you can be fined up to £5,000 and your company may be struck off if you do not file your confirmation statement. Companies House may also issue a financial penalty.

How a strike off happens

Companies House can strike a company off the register if it has reasonable cause to believe the company is no longer carrying on business. Not receiving documents such as the confirmation statement or accounts is one of the signs it looks for.

• Letters first. Companies House will try to contact the company to ask whether it is still operating.
• Gazette notice. If there is no response, it publishes a notice in the Gazette saying it intends to strike the company off.
• Strike off. The company can be struck off no sooner than 2 months after that notice, unless there is a reason to delay.

When a company is dissolved, its bank account is frozen and any money in it passes to the Crown. So do its other assets. That is why letters from Companies House should be opened and answered quickly, even if you believe everything is in order.

Steps to file an overdue confirmation statement

The process is the same as filing on time. Work through these in order.

1. Check every director has verified their identity

Identity verification for company directors became a legal requirement on 18 November 2025. Before filing, every director must verify their identity and have a Companies House personal code. When you file, you give each director's personal code and tick a statement confirming that each director has verified.

Companies House will not accept the statement until all directors have done this. If one director has not verified, that is often the real reason a statement is late. Each person only needs to verify once, using GOV.UK One Login. People with significant control must also verify and give their personal code, but on a separate timetable that depends on their situation.

2. Find your company authentication code

To file online you need the company's authentication code. It authorises what you file and works like a company officer's signature. If you have lost it, you can request a new one through Companies House WebFiling. It is posted to the registered office and can take up to 10 working days to arrive. If you cannot get to the registered office, Companies House offers to send it to a home address instead.

If the code is the only thing holding you up, request it today. Waiting for the post is the slowest part of most late filings.

3. Update anything that has changed

Before you file, you must update certain details if they have changed. These are:

• Directors and the company secretary
• PSC details
• The registered office address
• The registered email address

If the company does not have a registered email address on file yet, you must give one in the statement. It is not shown on the public register. Other details, such as the SIC code, share capital and shareholders, can be updated within the statement itself.

4. File and pay

Filing online costs £50. A paper form CS01 sent by post costs £110. Online is cheaper and faster, and it is the better choice when you are already late.

The fee works on a 12 month payment period, which is separate from your review period. You pay the annual fee with the first confirmation statement in each payment period. Any further statements filed in that same period do not need another payment.

5. Check it has been accepted

After filing, check the company's filing history on the register. Once the statement appears, the overdue flag should clear and the next due date will update. Keep a note of the new date somewhere you will see it.

If the company has already been struck off

If the company has already been dissolved, filing a confirmation statement on its own is no longer enough. A former director or shareholder can apply to Companies House for administrative restoration if:

• The company was struck off by the registrar, not closed voluntarily
• It was trading at the time it was dissolved
• The application is made within 6 years of dissolution

You must bring the company's filings up to date, including any outstanding accounts and confirmation statements, and pay any filing fees or penalties. The application uses form RT01 and costs £341. If the company had assets, you also need a waiver letter from Bona Vacantia. Other people, or companies that do not meet these conditions, need a court order. This is slower and costlier than filing on time, which is the main reason to deal with an overdue statement now.

Is it a sign the books are behind too?

An overdue confirmation statement is often a symptom rather than the main problem. If nobody is watching the Companies House deadlines, the same is often true of the year-end accounts, the Corporation Tax return and VAT returns. Those carry their own penalties, and accounts can only be prepared once the bookkeeping is done.

Take a few minutes to check the accounts due date on the register while you are there. If the books are months behind, a catch-up gets them back to a known position, and keeping them current from then on makes every filing easier. Our guides on paying your Corporation Tax bill and how long to keep business records cover the other parts of staying on top of a limited company.

Quick checklist

• Check the dates. Look up the company on the register and note what is overdue.
• Verify directors. Make sure every director has a personal code, and check when any PSC needs to provide theirs.
• Get the code. Find or request the company authentication code.
• Update details. Directors, PSCs, registered office and registered email.
• File online. Pay the £50 fee if it is due in this payment period.
• Answer any letters. Reply to Companies House promptly, and check the accounts are not overdue too.