The two annual rhythms of UK company life are the confirmation statement and the annual accounts. Of the two, the confirmation statement is the more frequently misunderstood — and, since the Economic Crime and Corporate Transparency Act, the more likely to trip up otherwise compliant companies. Sitting alongside it is the PSC register, which has graduated from a back-office formality into a substantive disclosure requirement.
What a confirmation statement actually is
A confirmation statement is not the same as filing accounts. It is a periodic snapshot of company information already held by Companies House — directors, registered office, shareholders, share capital, SIC codes, PSCs — and a director's signed confirmation that everything is accurate as of the statement date.
One confirmation statement must be filed at least every 12 months. The window is 14 days from the end of the review period. Miss it and the company can be struck off, with personal consequences for directors.
What ECCTA added in 2024–2026
The new regime layered three new duties on top of the historical filing:
- A statement of lawful purposes — a director must confirm the company's intended activities are lawful, every year.
- Registered email confirmation — confirm the company's registered email address is current.
- Verified identities — directors and PSCs must be identity-verified for the confirmation statement to be properly filed.
Together these mean that filing the confirmation statement is no longer a five-minute administrative tick. It is an annual compliance milestone.
People with Significant Control (PSC)
A PSC is broadly anyone who:
- Holds more than 25% of the shares.
- Holds more than 25% of the voting rights.
- Has the right to appoint or remove the majority of directors.
- Otherwise exercises significant influence or control.
The PSC register is now scrutinised against the share register, the statement of capital, and any disclosed agreements. Mismatches trigger queries.
The accuracy duty in practice
Historically, many companies discovered share register errors only when a corporate event — a sale, an investment, an EMI grant — surfaced them. Today the Registrar can challenge inconsistencies in real time. We routinely find:
- Share certificates issued for different amounts than the statement of capital.
- PSC declarations naming directors who do not hold 25%.
- Beneficial owners hidden behind a single corporate shareholder, with no PSC traced through.
- Spousal "round-up" issues — shares informally promised but never legally transferred.
The right time to fix all of these is before the confirmation statement, not after a Companies House query.
Penalties and consequences
The headline penalties for late confirmation statements are modest financially, but the indirect consequences are severe:
- Banks may freeze or close accounts where the company status is queried.
- HMRC may delay tax repayments pending register clarity.
- Lenders and procurement portals reject companies with active Registrar queries.
- In sustained non-compliance, the company can be struck off — at which point assets vest in the Crown.
How to run a clean confirmation statement
Our suggested cycle:
- 30 days before the statement date, run a register reconciliation: directors, secretaries, registered office, shareholders, share capital, SIC codes, PSCs.
- 21 days before, complete or refresh director and PSC identity verifications where required.
- 14 days before, draft the confirmation statement with statements of lawful purposes and registered email.
- File on or before the statement date, never in the 14-day grace window if avoidable.
Combining the confirmation statement with year-end
For most clients we synchronise the confirmation statement cycle with the annual accounts and corporation tax return cycle, so a single review covers Companies House and HMRC. This stops year-end "surprises" and keeps the register in the state assumed by your financial statements.
If your company has not had a full register review since incorporation, that is a project worth doing once and then never again. Contact our compliance team and we will quote a fixed-fee health check.