Annual Return vs. Confirmation Statement: What’s Required?

If you run a limited company in the UK, you can’t afford to get your Companies House filings wrong. The rules changed a few years ago – Annual Returns were replaced by Confirmation Statements, but confusion and mistakes are still rife. In this guide, we cut through the jargon to explain exactly what’s changed, what’s required now, and how to prepare and file your Confirmation Statement correctly. Whether you’ve just registered your business or you’re keeping an established company compliant, this is your definitive, practical guide.

For years, UK limited companies were required to submit an Annual Return (form AR01) to Companies House each year. This document provided a snapshot of certain company details on a specific date. However, in June 2016, the Annual Return was replaced with the Confirmation Statement. The aim was to simplify reporting and allow for more up-to-date records at Companies House. Yet, many business owners still use the terms interchangeably, risking non-compliance or missed obligations.

The key difference is that the Confirmation Statement is not a direct replacement for the Annual Return. While both are annual filings, the Confirmation Statement places greater emphasis on keeping company information continually up to date, rather than just providing a once-a-year snapshot. This subtle shift can easily catch out the unwary, leading to late filings, penalties, or even company strike-off.

Understanding exactly what is now required, and how the process works, is essential for every UK company director or secretary. Filing a Confirmation Statement is not optional – it’s a legal obligation for all limited companies and LLPs, whether trading or dormant. The rules and requirements are UK-specific and enforced strictly by Companies House.

The Annual Return, or AR01, was a statutory filing for all UK companies. It required directors to submit a snapshot of key company information – such as registered office, company officers, shareholders, and share capital – every year. The information had to be accurate on a specific date known as the ‘made up to’ date, which was usually the anniversary of incorporation or the last return.

However, the system had major drawbacks. It was inflexible: any changes to company details made after the 'made up to' date wouldn't appear on the public record until the next Annual Return. This often meant that Companies House records were outdated for up to a year. There was also a lot of duplication, as unchanged details had to be re-entered annually.

Recognising these problems, the UK government replaced the Annual Return with the Confirmation Statement in June 2016, under the Small Business, Enterprise and Employment Act 2015. The aim was to streamline the process, make company records more accurate and up to date, and reduce administrative burdens. Importantly, the Confirmation Statement introduced new reporting requirements, such as the need to declare People with Significant Control (PSC).

The Confirmation Statement (form CS01) is now the annual filing required by law for every limited company and LLP in the UK. Its purpose is to confirm that the information Companies House holds about your company is accurate and up to date, or to update it if anything has changed. It’s not about providing new information every year – it’s about confirming or updating the existing public record.

Key details you must confirm or update include your company’s registered office address, principal business activities (SIC codes), details of company officers (directors and, if applicable, company secretary), shareholders, share capital, and the all-important People with Significant Control (PSC). If there have been changes to any of these areas, you may need to file separate forms before or at the same time as your Confirmation Statement.

A critical point: unlike the Annual Return, you cannot use the Confirmation Statement itself to update all details. Some changes – such as to directors, registered office, or PSC details – must be filed using the relevant forms (e.g., AP01 for director appointments, CH01 for changes, PSC01 for PSC changes) before you submit the Confirmation Statement. Failing to do so can result in an incorrect filing and potential penalties.

• The Confirmation Statement is due at least once every 12 months.
• You must file even if nothing has changed since your last statement.
• All companies and LLPs must comply, whether trading or dormant.
• PSC information is a mandatory part of the filing.
• Late filings risk penalties and possible company strike-off.

It’s easy to think of the Confirmation Statement as just a new name for the Annual Return, but there are important differences in both purpose and process. Understanding these differences can help you stay compliant and avoid common mistakes.

Firstly, the Confirmation Statement is about keeping Companies House records current throughout the year, not just providing an annual snapshot. You can file a Confirmation Statement more than once a year if your company details change. The Annual Return, by contrast, was a rigid, once-a-year document.

Secondly, the Confirmation Statement introduced the need to declare People with Significant Control (PSC) – individuals or entities with more than 25% of shares or voting rights, or otherwise significant influence over the company. This was not part of the Annual Return. Failure to disclose PSCs is a criminal offence and can lead to prosecution.

When you file a Confirmation Statement, you are confirming the accuracy of a set of company details held at Companies House. If any of these have changed, you may need to update them before submitting the statement. Here’s what’s covered:

• Company name and registration number: These are fixed and don’t change, but must be correct. • Registered office address: Must be a physical UK address. Changing this requires a separate filing (form AD01) before submission. • Company officers: Directors (and secretaries, if you have them). Any appointments, resignations, or changes to details must be filed separately using forms AP01, TM01, or CH01 as appropriate. • Statement of capital: For companies with shares, this covers the number and value of shares issued, and the rights attached to each share class. • Shareholders and shareholdings: You must confirm the names and addresses of shareholders and their holdings as at the date of the statement. • SIC codes: Indicate your company’s main business activities. You can have multiple SIC codes if your business covers more than one area. • People with Significant Control: You must confirm the PSC register is accurate and up to date. If a new PSC is identified, you must update Companies House as soon as possible, and always before the next Confirmation Statement.

It’s important to note that some changes cannot be made directly within the Confirmation Statement. If you attempt to file the statement without having separately updated details (such as a new director or registered office), your filing will be incorrect and may be rejected.

• Registered office address (form AD01 for changes)
• Directors and secretaries (AP01, TM01, CH01 forms)
• Share capital and shareholdings
• SIC codes (can be updated in the Confirmation Statement itself)
• PSC register (PSC01-09 forms for changes)

Every UK company and LLP must file at least one Confirmation Statement every 12 months. Your 'confirmation date' (previously called 'made up to' date) is usually the anniversary of incorporation or the date of your last statement. You have 14 days from this date to file the statement. This is a strict deadline – companies that miss it are at risk of prosecution and being struck off the register.

You can file your Confirmation Statement online via Companies House WebFiling, using the company authentication code you receive after incorporation. Paper forms are available but are slower and cost more. The fee (as of 2026) is £13 for online filing and £40 for paper. You only pay the fee once per 12-month period, regardless of how many statements you file in that period.

You can file a Confirmation Statement at any time if you need to update details, but you must file at least once every 12 months. Some companies choose to file more frequently (e.g., after a change of shareholders or PSC) to keep the public record up to date. If you miss the 14-day deadline, Companies House will send reminders, but continued non-compliance will result in compulsory strike-off proceedings and potential prosecution of directors.

• Confirmation date is set annually (usually incorporation anniversary)
• 14-day window to file after the confirmation date
• £13 online or £40 paper fee (per 12 months, unlimited filings)
• Reminders sent by Companies House, but legal responsibility lies with directors
• Non-compliance leads to strike-off and prosecution risks

The Confirmation Statement is not just a bureaucratic exercise – it’s a legal requirement, and Companies House enforces compliance strictly. As of 2026, the fee for filing is £13 if done online via WebFiling, or £40 if you submit a paper form. The fee covers a 12-month period, so you can file multiple Confirmation Statements in that year without paying extra.

Missing the 14-day filing deadline is not taken lightly. Companies House will send reminders, but if you fail to comply, they can start strike-off proceedings to remove your company from the register. This is a real risk – thousands of companies are struck off every year for missing filings. Company directors can also be personally prosecuted and fined for persistent non-compliance.

There is no automatic late filing penalty (unlike with annual accounts), but the consequences are arguably more severe: your company could cease to exist. If you trade through your company, this could have disastrous consequences for contracts, tax, and employment. Even dormant companies must file Confirmation Statements on time.

Many small business owners fall into traps with Confirmation Statements, either by misunderstanding what’s required or by failing to keep up with changes. One of the most common mistakes is assuming that if nothing has changed, you don’t need to file. This is incorrect – you must file at least once every 12 months, even if all details are the same.

Another frequent error is trying to report changes (like a new director or PSC) only in the Confirmation Statement. In reality, most changes must be notified to Companies House using separate forms, and the Confirmation Statement is only for confirming that the public record is accurate. Failing to update the record before filing the statement can result in rejection and non-compliance.

A further misconception is that the Confirmation Statement is the same as annual accounts. They are entirely separate filings, with different purposes and deadlines. Annual accounts report on your company’s financial position; the Confirmation Statement updates your statutory details. Both are required every year for all companies.

• Forgetting to file if nothing’s changed – it’s still required
• Trying to update officers or PSCs directly in the Confirmation Statement (file via separate forms first)
• Confusing Confirmation Statements with annual accounts
• Missing the 14-day window to file after the confirmation date
• Ignoring Companies House reminders or assuming they’re not important
• Not updating shareholdings or SIC codes

Staying on top of your Confirmation Statement obligations doesn’t have to be a headache. With some simple systems in place, you can minimise the risk of missing deadlines or filing incorrect information. First, always make a note of your confirmation date and set up electronic reminders – don’t rely solely on Companies House letters, which can get lost or delayed.

Keep your company records up to date throughout the year. Whenever there’s a change in directors, shareholders, registered office, or PSCs, update Companies House immediately using the relevant forms. This keeps your public record current and makes the Confirmation Statement process much simpler when the time comes.

It’s also wise to use the Companies House WebFiling system, which is faster, cheaper, and less prone to error than paper forms. You’ll need your company authentication code, which you can request online if lost. Finally, keep a copy of every filed Confirmation Statement and supporting documents for your own records – this is good governance and makes future filings easier.

• Set annual and mid-year reminders for your confirmation date
• Update company records immediately after any changes
• Use WebFiling for faster, more reliable submissions
• Store copies of all filings and Companies House correspondence
• Appoint a company secretary or use an agent if you need support
• Double-check the public register before filing

It’s a common misconception that if your company is dormant (not trading), you can skip the Confirmation Statement. In fact, all companies registered at Companies House – whether trading, dormant, or even in the process of being dissolved – must file Confirmation Statements on time until they are formally struck off or dissolved.

Limited Liability Partnerships (LLPs) also have to file Confirmation Statements. The rules are almost identical to limited companies, except that LLPs confirm the particulars of members (partners) rather than shareholders or directors. PSC requirements also apply to LLPs, and failure to comply has the same penalties.

If your company is going through a change of ownership, a merger, or a significant restructure, it’s especially important to keep your filings up to date. Changes to shareholdings, PSCs, or company officers must be notified promptly, and your Confirmation Statement should always reflect the current position as of the confirmation date. During dissolution, you must continue filing until the company is officially struck off.

• Dormant companies must file Confirmation Statements
• LLPs file similar statements, confirming member details
• PSC reporting applies to both companies and LLPs
• Continue filing until formal dissolution is complete
• Use WebFiling for LLPs as for companies

If you’re unsure about any aspect of your Confirmation Statement obligations, there are plenty of resources available. Companies House provides detailed guidance on GOV.UK, including step-by-step instructions for using WebFiling and downloadable forms for paper submissions. The Companies House Contact Centre is helpful and can answer specific queries by phone or email.

If your company structure is more complicated – for example, if you have multiple share classes, complex PSC arrangements, or are planning a major restructure – it’s wise to seek professional advice. Accountants, solicitors, and specialist company formation agents can provide tailored support and help you avoid mistakes.

Membership organisations such as the Federation of Small Businesses (FSB) and the Institute of Chartered Accountants in England and Wales (ICAEW) offer helplines and compliance resources to their members. For straightforward companies, most filings can be managed in-house using Companies House’s online tools.

• Companies House guidance and WebFiling: www.gov.uk/confirmation-statement
• FSB and ICAEW member helplines
• Professional agents and accountants
• Companies House Contact Centre: 0303 1234 500
• Companies House email: enquiries@companieshouse.gov.uk