What is a confirmation statement?

A confirmation statement (form CS01) is an annual filing that every UK company must submit to Companies House. It confirms that the information on the public register is up to date: registered office, directors, shareholders, people with significant control (PSCs), and SIC codes. It replaced the annual return (form AR01) in June 2016. Every company must file one at least once every 12 months from the date of incorporation or the previous confirmation statement.

What happens if a confirmation statement is overdue?

Companies House will begin strike-off proceedings. First, a warning letter is sent to the registered office. If no action is taken within 14 days, a First Gazette notice is published. Two months after the Gazette notice, the company is dissolved. Directors also commit a criminal offence (Companies Act 2006 s.853L) and can face a fine of up to £5,000 in a magistrates court. The company cannot be restored without a court order once dissolved.

Is there a fine for a late confirmation statement?

Unlike late accounts, Companies House does not issue an automatic financial penalty for a late confirmation statement. The consequence is more severe: the Registrar starts the process to strike the company off the register. However, directors can be prosecuted for the criminal offence of failing to file, which carries a fine of up to £5,000 per director.

What does an overdue confirmation statement mean if I am a creditor?

An overdue confirmation statement is a significant red flag. It means the directors have stopped maintaining basic compliance with Companies House. Common reasons include: the company has been abandoned, the directors are distracted by financial problems, or the company is being allowed to dissolve deliberately to escape debts. If a company you supply has an overdue confirmation statement, reduce your exposure immediately and demand upfront payment.

How do I file a late confirmation statement?

Log in to the Companies House WebFiling service at gov.uk, select "File a confirmation statement", review and update all information (directors, shareholders, PSCs, registered office, SIC codes), and submit. There is a filing fee of £13 (online) or £40 (paper). If a strike-off notice has already been published, you must also object to the strike-off using form GC100.

Can I check if a company has an overdue confirmation statement?

Yes. Go to the Companies House register (beta.companieshouse.gov.uk) and search for the company. The filing history shows the date of the last confirmation statement. If more than 12 months have passed since that date, the statement is overdue. RecoupIQ checks this automatically alongside filing delays, gazette notices, and other risk signals.

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Companies House Filing

Confirmation Statement Overdue: What Happens Next and Why It Matters

Every UK company must file a confirmation statement at least once a year. If it is overdue, Companies House can dissolve the company and directors face criminal prosecution. If you trade with a company that has one overdue, it is a warning sign you should not ignore.

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What happens when a confirmation statement is overdue

Companies House follows a fixed escalation process. Once a confirmation statement is overdue, the clock starts and the company moves toward dissolution unless the directors act.

14d

Warning letter sent

Companies House sends a letter to the registered office warning that the confirmation statement is overdue and strike-off proceedings will begin if not filed.

First Gazette notice published

A notice is published in The Gazette stating that unless cause is shown within 2 months, the company will be struck off the register and dissolved.

Company dissolved

If no objection is received and no confirmation statement is filed, the company is dissolved. All assets become Crown property (bona vacantia). Creditors lose all recovery options unless they apply to court for restoration.

Why it matters if you are a creditor or supplier

An overdue confirmation statement is one of the strongest early warning signals of company distress. It tells you that the directors have stopped maintaining even basic compliance. This happens for three main reasons:

Abandonment

The directors have walked away from the company. Nobody is running it. Your invoices will not be paid.

Financial distress

The directors are focused on survival, not compliance. Cash is being diverted to urgent creditors. You may not be one of them.

Deliberate dissolution

The directors are allowing the company to be struck off to escape debts (including yours). This is a form of phoenix behaviour.

What to do if a company you trade with has an overdue confirmation statement

Check for other warning signs. An overdue confirmation statement on its own might be administrative neglect. Combined with late accounts, gazette notices, or director resignations, it is much more serious.
Reduce your exposure. Do not extend further credit. Shorten payment terms to immediate or prepaid.
Demand payment of outstanding invoices. If you are owed money, send a formal demand now. Do not wait for the company to be struck off.
Object to strike-off if you are owed money. If a First Gazette notice has been published, you can object using form GC100 at Companies House. This pauses dissolution and gives you time to pursue your debt.
Monitor the company. Set up alerts so you know immediately if the status changes to “Active Proposal to Strike Off” or if insolvency proceedings begin.

An overdue confirmation statement is just one signal. Get the full picture.

RecoupIQ checks 72 risk indicators across 12 UK data sources. Filing delays, gazette notices, director network patterns, HMRC defaults, and accounts forensics. One search tells you whether a company is safe to trade with. From £29, no subscription.

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For directors: how to fix an overdue confirmation statement

If you are a director and your confirmation statement is overdue, act immediately:

Log in to Companies House WebFiling at gov.uk
Select “File a confirmation statement” for your company
Review all information (directors, shareholders, PSCs, registered office, SIC codes)
Update any changes and submit (£13 online, £40 by post)
If a strike-off notice is already in The Gazette, also file form GC100 to object to your own strike-off

Related guides

Monitor companies for filing failures

An overdue confirmation statement is often the first warning. RecoupIQ monitoring (from £19.99/mo) alerts you within 24 hours of any filing failure, gazette notice, director change, or status change on companies you watch. Catch the signal before it becomes a dissolution. Available via the web dashboard or the Microsoft 365 Trust Check app (per-seat for teams). RecoupIQ is a Microsoft partner.

See monitoring plans

Last reviewed: July 2026. General information for UK businesses. Not legal advice. RecoupIQ Ltd, Company No. 16947526, ICO ZC077511. Microsoft Partner.

What happens when a confirmation statement is overdue

Companies House follows a fixed escalation process. Once a confirmation statement is overdue, the clock starts and the company moves toward dissolution unless the directors act.

14d

Warning letter sent

Companies House sends a letter to the registered office warning that the confirmation statement is overdue and strike-off proceedings will begin if not filed.

First Gazette notice published

A notice is published in The Gazette stating that unless cause is shown within 2 months, the company will be struck off the register and dissolved.

Company dissolved

Why it matters if you are a creditor or supplier

Abandonment

The directors have walked away from the company. Nobody is running it. Your invoices will not be paid.

Financial distress

The directors are focused on survival, not compliance. Cash is being diverted to urgent creditors. You may not be one of them.

Deliberate dissolution

The directors are allowing the company to be struck off to escape debts (including yours). This is a form of phoenix behaviour.

What to do if a company you trade with has an overdue confirmation statement

Check for other warning signs. An overdue confirmation statement on its own might be administrative neglect. Combined with late accounts, gazette notices, or director resignations, it is much more serious.

Reduce your exposure. Do not extend further credit. Shorten payment terms to immediate or prepaid.

Demand payment of outstanding invoices. If you are owed money, send a formal demand now. Do not wait for the company to be struck off.

Object to strike-off if you are owed money. If a First Gazette notice has been published, you can object using form GC100 at Companies House. This pauses dissolution and gives you time to pursue your debt.

Monitor the company. Set up alerts so you know immediately if the status changes to “Active Proposal to Strike Off” or if insolvency proceedings begin.

An overdue confirmation statement is just one signal. Get the full picture.

Check a company now

For directors: how to fix an overdue confirmation statement

If you are a director and your confirmation statement is overdue, act immediately:

Select “File a confirmation statement” for your company

Review all information (directors, shareholders, PSCs, registered office, SIC codes)

Update any changes and submit (£13 online, £40 by post)

If a strike-off notice is already in The Gazette, also file form GC100 to object to your own strike-off

Monitor companies for filing failures

See monitoring plans

Last reviewed: July 2026. General information for UK businesses. Not legal advice. RecoupIQ Ltd, Company No. 16947526, ICO ZC077511. Microsoft Partner.