A confirmation statement is late if it has not been delivered within 14 days after the end of the company’s review period. Missing that deadline is a criminal offence by the company and every officer in default under section 853L of the Companies Act 2006, and Companies House can follow it up with a financial penalty, compulsory strike off or prosecution. In every case the first step is to file the overdue statement with the right confirmation date.
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When does a confirmation statement become late?
Section 853A of the Companies Act 2006 requires every company to deliver a confirmation statement before the end of the period of 14 days after the end of each review period. The first review period is the 12 months beginning with the day the company was incorporated. Each later review period is the 12 months beginning with the day after the previous one ended. If a company files early, choosing a confirmation date before the end of the review period, section 853A(6) starts the next review period on the day after that confirmation date.
Companies House guidance says every company, including dormant and non trading companies, must file at least one confirmation statement every 12 months, even if nothing has changed. For what the statement itself confirms and what it costs, see our confirmation statement guide.
Illustration only. A company is incorporated on 10 March 2025. Its first review period runs to 9 March 2026, so the statement must be delivered by 23 March 2026. A statement delivered on 24 March 2026 is late, and the offence described below has already been committed.
Is filing late really a criminal offence?
Yes. Under section 853L(1), if a company fails to deliver a confirmation statement within the 14 day window, an offence is committed by the company and by every officer of the company who is in default. A shadow director is treated as a director for this purpose. On summary conviction in England and Wales the court can impose a fine and, for continued contravention, a daily default fine of up to the greater of £500 and one tenth of level 4 on the standard scale. In Scotland and Northern Ireland the fine is up to level 5, with a daily default fine of up to one tenth of level 5. Companies House’s own guidance warns that you can be fined up to £5,000 and that the company may be struck off.
Two details in section 853L are easy to miss. First, section 853L(3) says the contravention continues until the company delivers a confirmation statement with a confirmation date no later than the last day of the review period concerned. Second, section 853L(5) catches officers who were not in default at the start but become in default while the failure continues, such as a director appointed after the deadline who does nothing about it.
There is no automatic late filing penalty of the kind charged on late accounts. Companies House explained in August 2026 that it automatically imposes statutory penalties where accounts are filed late, while persistent or serious non compliance is dealt with through financial penalties and criminal prosecution. The accounts regime is covered in Companies House accounts deadlines and penalties.
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How do Companies House financial penalties work?
The Economic Crime and Corporate Transparency Act 2023 (Financial Penalty) Regulations 2024 took effect on 2 May 2024. They allow the registrar to impose a financial penalty, as an alternative to prosecution, where the registrar is satisfied beyond reasonable doubt that a person’s conduct amounts to a relevant offence under section 1132A of the Companies Act 2006. The penalty can be a fixed amount, a daily rate or both.
The process starts with a warning notice. It must give at least 28 days, beginning the day after the warning notice date, for written representations. Companies House uses a missing confirmation statement as its own example: if you file the statement within that 28 day period, you will not receive a penalty. If you do not, a penalty notice can follow. Companies House sets the amount by seriousness and by how many similar offences there have been in the last five years:
| Seriousness | First offence | Second | Third | Fourth or more |
|---|---|---|---|---|
| Minor | £250 | £500 | £750 | £1,000 |
| Serious | £500 | £750 | £1,000 | £1,500 |
| Very serious | £750 | £1,000 | £1,500 | £2,000 |
If the statement is still not filed, Companies House says it may issue a new penalty for each day it remains outstanding, and that committing the same serious or very serious offence three times in five years may lead it to consider prosecution. A penalty can be appealed only with the court’s permission, to the County Court or, in Scotland, the Sheriff Court, and permission must normally be sought within 28 days.
Can the company be struck off?
Yes. Section 1000 lets the registrar strike off a company it has reasonable cause to believe is not carrying on business or in operation. Companies House guidance says it may reach that view where it has not received annual documents such as the confirmation statement or accounts. The registrar writes twice, each letter allowing 14 days for a reply, then publishes a Gazette notice that the company will be struck off at the end of two months unless cause is shown. The company is dissolved when the second Gazette notice is published.
Dissolution has serious consequences. Companies House guidance says the bank account is frozen and any money in it passes to the Crown, along with the company’s other assets; see bona vacantia. Section 1000(7) keeps the liability of every director, managing officer and member alive as if the company had not been dissolved. The full process is explained in compulsory strike off by Companies House.
Can directors be prosecuted or disqualified?
They can, and Companies House does prosecute. In a press release of 6 August 2026 it reported that 23 directors were disqualified in the first six months of 2026 after convictions for persistent or serious filing failures, for a combined 70 years ranging from six months to five years. Courts fined those directors £17,810 in total, including £2,200 for not filing confirmation statements. Companies House applies the evidential and public interest tests in the Code for Crown Prosecutors before prosecuting in England and Wales.
Repeated defaults also feed into the Company Directors Disqualification Act 1986. Under section 3, persistent default can be conclusively proved by three or more defaults in the five years before the application, and a financial penalty imposed under section 1132A counts as a default. Under section 5, a court convicting a person of a summary filing offence can disqualify them for up to five years where there have been at least three relevant findings of guilt in five years. See director disqualification.
Separately, section 1113 of the Companies Act 2006 lets the registrar, or any member or creditor, serve notice requiring the company to file. If the default is not made good within 14 days, they can ask the court for an order directing the company and named officers to comply, with costs payable by the officers responsible.
Why do confirmation statements end up late?
- Identity verification. Companies House will not accept a confirmation statement until every director has verified their identity and the company provides each director’s personal code. See Companies House identity verification.
- Changes not yet filed. Before confirming its records, the company must notify changes to its directors and secretary, people with significant control, registered office and registered email address.
- Moved dates. Filing early resets the review period, so last year’s due date may no longer be right.
- Assuming someone else is filing. The offence falls on officers in default, whoever was expected to press the button.
How do you put a late confirmation statement right?
- Check the confirmation date and filing deadline shown on the company’s public record.
- File any outstanding changes to officers, people with significant control, registered office or registered email address.
- Make sure every director has verified their identity and you have their personal codes.
- File online. Companies House guidance gives the fee as £50 online or £110 for a paper CS01, payable only with the first statement in each 12 month payment period.
- Use a confirmation date no later than the last day of the overdue review period, so that section 853L(3) treats the contravention as ended.
- If a penalty warning notice has arrived, file within its 28 day period and send representations if there are genuine circumstances to explain.
- If a first Gazette notice has been published, file the outstanding documents and reply to the registrar at once; creditors and members can also object to the strike off.
If the company has already been dissolved, it must be restored before it can file. Companies House guidance says a paper CS01 is needed when restoring, made up to the confirmation date that was due before the company was struck off. See restoring a struck off company.
What mistakes make the position worse?
- Ignoring letters and emails sent to the registered office and registered email address. Strike off and penalty warnings arrive there first.
- Paying no attention to a warning notice because no amount is shown on it. The 28 day window is the cheapest point to fix the problem.
- Filing a statement that confirms the register is up to date when it is not. That turns a late filing into a false one, which is a separate problem.
- Not signing up for the free Companies House email reminders for confirmation statement and accounts deadlines.
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Related Accountapedia entries
- What happens if a director does not verify their identity
- False statements to Companies House: the offences
- Keep a company dormant or strike it off
- When existing directors must verify their identity
- Designated members of an LLP
See also: CS01: the confirmation statement explained.
Sources
- legislation.gov.uk: Act 2006 c. 46, section 853A
- GOV.UK: Filing your companys confirmation statement
- legislation.gov.uk: Act 2006 c. 46, section 853L
- GOV.UK: Directors disqualified for a total of 70 years following companies hou
- GOV.UK: Companies house approach to financial penalties
- legislation.gov.uk: Act 2006 c. 46, section 1000
- GOV.UK: Striking off or dissolving a limited company
- legislation.gov.uk: Act 1986 c. 46, section 3
- legislation.gov.uk: Act 1986 c. 46, section 5
- legislation.gov.uk: Act 2006 c. 46, section 1113
Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 19 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.