• A guide to the confirmation statement and PSC register

A guide to the confirmation statement and PSC register

A confirmation statement provides important, up-to-date information to Companies House about a company. It must be submitted annually, even if nothing has changed. A company’s PSC information states who has control or influence over a company. A company should provide details of its PSCs when it’s formed and update Companies House of any changes within 28 days of the changes being made.

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Once your company is registered, two ongoing filing obligations kick in almost immediately: the annual confirmation statement and keeping your PSC information up to date. Both are legal requirements, and both carry real consequences if you miss them.

This guide explains what the confirmation statement is, what PSC information you need to file with Companies House, and when. It also covers who’s responsible, what happens if you fall behind, and how to stay on top of both obligations as your company grows.

What is a confirmation statement?

The confirmation statement (form CS01) provides Companies House with up-to-date information about your business. You must file it every 12 months.

The overall purpose of the confirmation statement is to improve transparency and trustworthiness in UK companies. It does so by requiring companies to do the following:

  • Update certain details about the company, for example, who its shareholders are
  • Confirm that other information about the company that’s submitted to the public record is correct
  • Confirm the company is still required
  • Confirm the company’s future activities are lawful

The information provided is publicly available on the Companies House register. This enables other businesses, the public, and government agencies to have open access to important data about your company and any other company.

Differences between the confirmation statement and annual return

The confirmation statement replaced the annual return (form AR01).

Unlike the annual return, you don’t have to re-enter information about your company that’s already accurate in the confirmation statement. You can ‘check and confirm’ instead.

You can file multiple confirmation statements annually for a single fee. Previously, companies were charged every time they updated their annual return.

Do I need to file a confirmation statement for my business?

Every registered company must file a confirmation statement annually. For example, public limited companies (PLCs), private companies, unlimited companies, and LLPs.

Dormant companies and dormant LLPs must also complete a confirmation statement each year, even though they’re not trading.

Sole traders don’t have to send a confirmation statement because they’re not registered with Companies House. They’re only required to register with and report to HMRC.

How to submit a confirmation statement with Companies House

You can file your company’s confirmation statement online using the Companies House WebFiling service, or you can file the paper CS01 form by post. Filing costs £50 online and £110 by post.

Alternatively, you can use a company formation agent, such as Quality Company Formations, to file the confirmation statement for you.

When to file your annual confirmation statement

You must submit your company’s confirmation statement annually.

Your first confirmation statement will cover accurate information up to the day before the anniversary of the incorporation date. This is known as the statement date.

You have 14 days after the statement date to send your confirmation statement to Companies House. This is the deadline by which you must file to avoid penalties.

Example: When is my first confirmation statement due?

  • You register your company on 1 May 2025
  • Your first confirmation statement must be accurate up to 30 April 2026 (the statement date)
  • The confirmation statement must be filed no later than 14 May 2026

Can I file early?

You can file your confirmation statement early if you need to report a change of details before the statement date.

If you file early, a new 12-month review period for your company will begin from the date you filed your confirmation statement and end with a new statement date. A new confirmation statement must be filed within 14 days of the new statement date.

What happens if I file late or not at all?

If you don’t file your confirmation statement within 14 days of the statement date, your company will be in default.

Late filing is a criminal offence, and you and any fellow directors could be prosecuted. Companies House will also begin strike off proceedings if it believes your company isn’t active.

Which information can I update in my confirmation statement?

You can use the confirmation statement to update the following information:

  • SIC codes
  • Statement of capital
  • Shareholder information
  • Trading status of shares

You can update the confirmation statement at any time of year and as often as you need, without an additional charge.

You must update Companies House separately for any other changes, such as your company’s registered office address, registered email address, or information about your company’s officers.

You must file the relevant Companies House forms to update Companies House. You can also use the Companies House WebFiling service to update the following information:

  • Company directors and secretaries
  • Company name
  • Registered office address
  • Accounting reference date
  • PSCs
  • Share structure
  • New mortgages

You must notify Companies House of these changes before filing your confirmation statement.

Completing a statement of capital

You must complete a statement of capital if your company is limited by shares and has undergone changes.

You’ll be asked to provide the following information:

  • The currency in which the shares have been issued (e.g. GBP, Euro)
  • The total number of shares issued by your company
  • The aggregate nominal value of those shares. The nominal value of a share is the amount a shareholder must pay for each share if the company closes down. The aggregate nominal value is the nominal value multiplied by the number of shares.
  • The aggregate amount (if any) that remains unpaid on those shares. This would apply if any shareholders haven’t yet paid the company all the nominal value or premium of their shares at the date the confirmation statement is made up to.

For each class (type) of share, you’ll also need to provide the following details:

  • The name of the class of shares (e.g. Ordinary)
  • The currency in which the class of shares has been issued (e.g. GBP, Euro)
  • The prescribed particulars of the rights attached to the class of shares. The prescribed particulars define the specific rights associated with different classes of shares.
  • The total number of shares in that class
  • The aggregate nominal value of shares in that class

What information is verified by a confirmation statement?

When you file your confirmation statement, you confirm whether the information Companies House holds about your company is correct. The following covers some of the information that’s verified:

  • Your registered office address
  • Your company’s registered email address
  • Your Single Alternative Inspection Location (SAIL) address, if you have one. A SAIL address is a location different from your registered office address where your company can make its statutory documents available for inspection.
  • The location of your company’s statutory records and registers
  • Information about what your business does, including whether its SIC codes are accurate. A SIC code is a 5-digit number that describes an economic activity that your business carries out. You must choose between one and four SIC codes to describe your business activities.
  • Information about your company’s people with significant control (PSCs)
  • Information about your company’s officers (directors and company secretaries)
  • If your company is exempt from keeping a PSC register

If your company is limited by shares, your confirmation statement will also verify the following information:

  • Your company’s statement of capital, which gives details of the shares your company has issued
  • The names of your shareholders and the number and types of shares they own
  • The trading status of your company’s shares

What are my PSC filing requirements?

All limited companies are required to file certain information about their PSCs with Companies House and keep that information up to date.

How to identify PSCs

If you run a small company, it’s normally relatively easy to identify its PSCs. If you’re the sole director and shareholder of your own company, for example, you would normally be the only PSC.

A PSC is someone who fulfils one or more of the following criteria:

  • Owns more, directly or indirectly, than 25% of the shares issued by your company
  • Holds more, directly or indirectly, than 25% of the voting rights in your company
  • Has the right to appoint or remove the majority of your company’s directors
  • Has the right to exercise, or actually exercises, significant influence or control over your company
  • You have significant influence or control over a trust or firm that, in turn, meets any of the above conditions, thereby indirectly controlling the company

Sometimes it’s not obvious who the PSC is. For example, if someone holds shares in your company on behalf of someone else, the person who holds the shares is registered as the shareholder, but they may not be a PSC. The person whose shares are being held by someone else on their behalf may also be the PSC.

When should I file information about PSCs?

You must provide information about PSCs when registering your company.

What happens if my PSC changes?

You should submit the relevant PSC forms using the Companies House WebFiling service to report the changes to Companies House within 28 days.

What PSC information should I file?

Before you file PSC information with Companies House, you should confirm the following details with each PSC:

  • Their name
  • Their date of birth
  • Their nationality
  • The country, state, or part of the UK where the PSC usually lives
  • Their service address
  • Their usual residential address
  • The date they became a PSC in your company
  • Which conditions for being a PSC are met
  • If the PSC owns more than 25% of your company’s shares or voting rights, you must include information in the PSC register about the level of their shares and voting rights, by selecting one of the following categories:
    • Over 25% up to (and including) 50%
    • More than 50% and less than 75%
    • 75% or more

You only need to identify whether a PSC is a trust or a firm that exerts significant control over your company, or a person who controls that trust or firm, if they don’t meet the other PSC criteria.

Who’s responsible for the confirmation statement and PSC records?

Company officers (directors or secretaries) of a limited company or designated members of an LLP are responsible for filing a confirmation statement each year and for keeping PSC information up to date.

Sometimes the responsibility is delegated, for example, to a staff member of a professional services provider. However, the officer(s) or designated LLP member(s) are still liable if the nominated individual doesn’t carry out these duties.

Getting started

As a company officer or designated LLP member, it’s crucial to recognise the importance of filing your annual confirmation statement and maintaining accurate PSC information. By diligently recording and submitting this information, you not only keep Companies House informed but also enhance the transparency of your business operations, fostering trust among your stakeholders.

Remember, failing to meet your responsibilities or deadlines can lead to penalties from the authorities.

If you find yourself needing assistance with your confirmation statement or PSC register, don’t hesitate to reach out to Quality Company Formations. Our expert support can help you navigate these requirements with confidence, ensuring your business remains compliant and trustworthy.

Frequently asked questions

About the author

Nicholas Campion is Director of Company Secretarial at Quality Company Formations, where he oversees statutory filings and ensures that company secretarial procedures across the organisation comply with UK company law. He is responsible for maintaining high standards of governance within the company secretarial team and ensuring that staff are trained in current Companies House requirements and regulatory procedures.

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Comments (2)

Avatar for James O James O'Rourke

17 Dec 2020 at 1:10 pm

Thanks for the article James!

Suddenly thought I recognise him!

Hope your well buddy!

James

    Avatar for Graeme Donnelly Graeme Donnelly

    18 Dec 2020 at 10:12 am

    Thanks James – all good here – hope you are well too!

    Regards,
    James