Confirmation Statement
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Understand the UK Confirmation Statement, how it compares to Ireland's annual return, and what Irish founders with UK companies need to file each year.
Understand the UK Confirmation Statement, how it compares to Ireland's annual return, and what Irish founders with UK companies need to file each year.
A Confirmation Statement is a mandatory annual filing that UK companies must submit to Companies House to confirm that the information held on the public register about the company is accurate and up to date. It replaced the former "annual return" in the UK in 2016 and serves a similar purpose to the annual return that Irish companies file with the Companies Registration Office (CRO). For Irish founders who have registered a UK subsidiary, the Confirmation Statement is one of the key compliance obligations you need to manage.
The Confirmation Statement covers the company's basic details, including its registered office address, the names and details of its directors and secretary, its share capital and shareholder information, and its Standard Industrial Classification (SIC) code. Unlike Ireland's annual return, which requires financial statements to be attached, the UK Confirmation Statement does not include accounts. UK accounts are filed separately, with different deadlines. This distinction is important for Irish founders managing compliance in both jurisdictions.
Filing the Confirmation Statement on time is essential for maintaining your UK company's good standing. Failure to file can result in the company being struck off the register and its directors facing criminal prosecution. For Irish businesses with UK operations, staying on top of this filing alongside your Irish CRO obligations requires careful planning, ideally through a comprehensive compliance calendar that tracks deadlines in both countries.
The Confirmation Statement requires you to review and confirm several categories of information about your UK company. These include the company's registered office address, the details of all current directors and any company secretary, the SIC code describing the company's principal business activity, the details of all issued shares and their holders, and the People with Significant Control (PSC) register.
When you file the statement, you are not simply re-submitting all this information. Instead, you are confirming that the information already held on the Companies House register is correct. If anything has changed during the year and you have not already notified Companies House, you must update the relevant details as part of the filing. If everything is already up to date, the filing is a simple confirmation with minimal effort required.
The most significant difference between the UK Confirmation Statement and the Irish annual return is that the Irish filing requires financial statements to be attached, while the UK statement does not. In the UK, annual accounts are filed as a separate document with their own deadline (nine months after the financial year end for private companies). In Ireland, the accounts and the annual return are submitted together as a single package.
The deadlines also differ. In Ireland, the annual return must be filed within 56 days of the company's annual return date. In the UK, the Confirmation Statement must be filed at least once every 12 months from the date of incorporation or from the date of the last statement. The UK filing fee is currently £13 for online submission, while the Irish annual return filing fee varies depending on whether it is filed electronically.
You must file a Confirmation Statement at least once every 12 months. The "review period" runs from the date of incorporation (or from the date your last Confirmation Statement was made) to the date you choose to file the new statement. You have 14 days after the end of your review period to deliver the statement to Companies House. This means you effectively have 12 months and 14 days from your last filing.
You can file your Confirmation Statement at any point during the review period; you do not need to wait until the end. Filing early does not change your next deadline, as the next review period begins from the date of the statement you have just filed. Many founders choose to file shortly after their review period ends to ensure they have captured all changes made during the year.
Failing to file a Confirmation Statement is a criminal offence in the UK. Every director of the company at the time of the offence can be prosecuted, and the company itself can be struck off the register. Unlike Ireland, where late filing fees are the most immediate consequence, the UK takes a more enforcement-oriented approach, with the Registrar of Companies actively pursuing companies that fail to file.
If your company is struck off the register, it ceases to exist as a legal entity. Any assets held by the company become the property of the Crown ("bona vacantia"). For Irish founders with UK subsidiaries, this is a serious risk that underscores the importance of maintaining proper compliance in both jurisdictions. A struck-off UK subsidiary can also create complications for the Irish parent company, particularly during investor due diligence.
The most effective approach is to appoint a UK-based company secretary or accountant who specialises in Companies House filings. This ensures that someone familiar with UK requirements is responsible for tracking deadlines and preparing submissions. Many Irish founders use a combination of Irish advisors for CRO and Revenue obligations and UK advisors for Companies House and HMRC obligations.
Using a compliance calendar that covers both Irish and UK deadlines is essential for dual-jurisdiction companies. This should include the Confirmation Statement deadline, the UK accounts filing deadline, any UK tax deadlines, and all the corresponding Irish obligations. Digital tools that send automated reminders help ensure that no deadline is missed, even as the number of filings increases with business growth.
The Confirmation Statement applies to all types of companies registered at Companies House, including private companies limited by shares, companies limited by guarantee, public limited companies, and limited liability partnerships. The information required may vary slightly depending on the company type, but the core obligation to file at least once every 12 months is universal.
For Irish founders, the most common UK company type is the private company limited by shares, which is broadly equivalent to the Irish LTD. The Confirmation Statement for this type of company covers directors, shareholders, PSC details, and share capital. If you have registered a different type of UK entity, check with your UK advisor to ensure you understand the specific information required for your filing.
