It is a statutory obligation for every UK-registered limited company to make a confirmation statement. While it appears to be yet another administrative ceremony, missing the deadline or even not sending one in can have serious implications.
Most business owners underestimate the importance of this annual filing. The consequences are more than just penalties—non-compliance can have your business struck off the Companies House register. In this article, we discuss what happens if you don’t file your confirmation statement and how to avoid it.
Legal Implications of Non-Filing
Failure to file a confirmation statement is a criminal offense. The company secretaries and directors are considered responsible, and if prosecuted, they can face personal liability for non-compliance.
Companies House will generally send warning notices and letters at first. If these warnings are ignored, the case might be brought to court. Apart from a criminal conviction, directors might be fined and could also be disqualified from future directorships.
Financial Penalties and Striking Off
The initial consequence of failure to file a confirmation statement is a financial penalty. Even though no late filing fee is attracted by the confirmation statement, any enforcement action initiated by Companies House may attract additional cost as well as legal charges.
More seriously, Companies House is able to strike the company off the register, a process known as “striking off.” Struck off, the company ceases to exist as a legal entity. Its assets, including property and bank balances, can be obtained by the Crown through a process known as bona vacantia.
Consequences for Business Operations
The penalties for non-compliance are not only financial and legal. Failure to file a confirmation statement can also damage your company’s reputation. This is especially true for companies that rely on third-party funding, such as property SPVs.
Investors, lenders, and business contacts often check Companies House records prior to doing business with a company. Being overdue for the confirmation statement, or being warned of potential dissolution, can kill confidence and ruin vital deals or lending.
Restoration of a Struck-Off Company
In case your company is struck off, restoration is still possible, although not easy. You will have to:
· Apply to court for administrative restoration
· Provide proper reason for non-filing
· File all late returns, including the confirmation statement
· Pay all associated costs and penalties
Restoration is time-consuming and can be costly, so timely preparation and filing is suggested.
Preventing Missed Deadlines
The best way to avoid these problems is through proactive compliance. Maintain proper records during the year and inform Companies House as soon as there are any changes in company details.
Set reminders for your annual filing date, or pay a third-party company formation agent or accountant to do your filings. Automated software or company secretarial services are also used by most businesses to ensure that nothing slips through the cracks.
Conclusion
Failure to file a confirmation statement is more than just a mistake—it is a violation of UK company laws and has serious consequences. From fines and reputational damage to being struck off, the stakes are high.
For directors, priority should be given to compliance. Filing your confirmation statement promptly not only protects your business but also keeps your legal requirements intact. Treating this responsibility seriously can prevent your company from facing costly issues down the line.
