What Happens If Your Confirmation Statement Is Overdue?

Your confirmation statement is overdue. There is no automatic fixed fine of the kind that hits late annual accounts — but that is where the good news ends. Since 2024 Companies House has had the power to issue financial penalties for a missing confirmation statement, a company that stops filing can be struck off the register, and failing to file is a criminal offence for the company and its directors.

The fix is almost always the same: file it, today. Here's what the overdue status means, the sequence that follows if you leave it, what tends to stop a late statement going through, and how to make sure it doesn't happen again.

What "Confirmation Statement Overdue" Means

Every company must file a confirmation statement at least once every 12 months. Section 853A of the Companies Act 2006 sets the deadline: a company must deliver it "before the end of the period of 14 days after the end of each review period."

So "overdue" means the review period ended more than 14 days ago and nothing has been filed. Once that happens the company's public record on Companies House shows the confirmation statement as overdue — visible to anyone who checks the company: clients, lenders, credit agencies, a buyer doing due diligence.

The review periods themselves are defined in s.853A(5):

• The first is "the period of 12 months beginning with the day of the company's incorporation"
• Each later one is the period of 12 months beginning with the day after the end of the previous review period

And s.853A(6) is the reason the date moves: if you file with a confirmation date earlier than the end of the review period, "the next review period is the period of 12 months beginning with the day after the confirmation date."

Example: A company incorporated on 15 June 2026 has a first review period ending 14 June 2027, so its statement must be delivered by 28 June 2027. If it files early, with a confirmation date of 1 May 2027, its next review period begins on 2 May 2027 and ends on 1 May 2028 — so the next deadline is 15 May 2028.

Your own date is on the company's page at Find and update company information, under "Confirmation statement".

What Happens Next If You Don't File

There isn't a single fixed timetable — Companies House decides when to act — but these are the mechanisms, in roughly the order a company meets them.

1. A financial penalty warning notice. The Economic Crime and Corporate Transparency Act 2023 (Financial Penalty) Regulations 2024 took effect on 2 May 2024 and gave the registrar power to fine for filing offences. Companies House's published approach is to warn first: the warning notice gives "at least 28 days beginning the day after the warning notice date" to make representations, and "If you comply with requirements within 28 days beginning the day after the date on your warning notice, you will not receive a financial penalty." That 28-day window is the cheapest point to fix this.

2. A penalty — which can repeat daily. If you don't act, the guidance is blunt: "if you receive a penalty for failing to file your confirmation statement, you may receive a new penalty for each day the confirmation statement remains unfiled." The confirmation statement guidance puts it plainly: "You can be fined up to £5,000 and your company may be struck off if you do not file your confirmation statement."

3. The striking-off process. A company that isn't filing can look to the registrar like a company that has stopped trading. Under s.1000 the registrar can write asking whether the company is still carrying on business; if no answer comes within 14 days of a second communication, the registrar may publish a notice in the Gazette that "at the expiration of 2 months from the date of the notice the name of the company mentioned in it will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved." Those communications go to the company — so if your registered office address is out of date, you may never see them.

4. Dissolution — and the company's assets go to the Crown. Once the two months have run and the registrar publishes a second notice in the Gazette that the company's name has been struck off, the company is dissolved (s.1000(4)-(6)), and under s.1012 "all property and rights whatsoever vested in or held on trust for the company immediately before its dissolution … are deemed to be bona vacantia" — they belong to the Crown, and that includes the company's bank balance. Getting a struck-off company back means a restoration application, which costs far more than the filing ever would have. Dissolution doesn't end directors' exposure either: s.1000(7) keeps "the liability (if any) of every director, managing officer and member of the company" enforceable as if the company had not been dissolved.

5. Criminal liability, and a disqualification route. Late filing is an offence under s.853L, committed by "(a) the company, and (b) every officer of the company who is in default." In England and Wales the penalty on summary conviction is a fine, plus a daily default fine for continued contravention. And repeated defaults add up: in Great Britain, under s.3 of the Company Directors Disqualification Act 1986, a court can disqualify a director who has been persistently in default, which can be proved by three or more defaults in five years — and a financial penalty imposed by the registrar counts as a default, not only a conviction. (Northern Ireland has an equivalent Order.)

The pattern to take from this: the absence of an automatic fine does not mean the absence of consequences. It means the consequences arrive later and are larger.

How to File an Overdue Confirmation Statement

Filing late is exactly the same process as filing on time. There's no separate "late" form.

Step 1: Check your due date and status. Search for your company at Companies House. The company overview shows the confirmation statement due date and whether it's overdue.

Step 2: Report any changes first. GOV.UK is explicit that "Before confirming your records are up to date, you must tell us about changes to your company's" directors and secretary, people with significant control and registered office address, among other things. Our guides cover changing the registered office (AD01), appointing a director (AP01) and removing a director (TM01).

Step 3: Check what the statement confirms. Review the registered office, directors, any secretary, share capital and shareholders, PSC details as held by Companies House, and your SIC code. You also make the statement of lawful purpose — in the guidance's words, "You also need to state that the intended future activities of the company are lawful."

Step 4: File online. Use Companies House online filing. For a screen-by-screen walkthrough, see our step-by-step CS01 filing guide.

Step 5: Pay the fee. It's £50 online or £110 on a paper CS01, per the Companies House fee schedule. Filing late doesn't change the fee — the cost of lateness is the penalty and strike-off exposure above.

Why an Overdue Statement Gets Stuck

An overdue statement isn't always the result of someone deciding not to file. Sometimes something blocks the filing and is only discovered at the last minute. Things that can get in the way:

Identity verification isn't done. This is the big one since November 2025. The GOV.UK guidance is unambiguous: "We will not accept your company's confirmation statement until all directors have verified their identity." On your next statement you give a Companies House personal code for each director and confirm each has verified. If one director hasn't, the whole filing stops. See our identity verification guide — and start it well before the deadline, not on the day.

No authentication code. Online filing needs the company's authentication code. If you've lost it, request it through WebFiling — Companies House doesn't issue a new one, it re-posts the existing code to the registered office: "If your company already has a code, we'll send you a reminder." And "it can take up to 10 working days to arrive." That alone can push a filing past its deadline — or past a 28-day warning window — if you leave it late.

Out-of-date details. Discovering mid-filing that a director's details or the shareholder list are wrong means sorting that first (Step 2 above).

The letters went somewhere else. Warning and strike-off correspondence goes to the company at its registered office. If that's an old address, an accountant's office you've left, or a formation agent's address you no longer pay for, nothing reaches you until the damage is done.

If You've Already Had a Warning Notice or a Strike-Off Notice

A financial penalty warning notice: file within the 28 days. Companies House's guidance says that complying in that window means no penalty — and you can also make written representations within it if you think the notice is wrong.

A Gazette notice that the company will be struck off: the notice runs for two months, during which cause can be shown. Filing what's outstanding is the usual way to stop the process; contact Companies House too, so the strike-off doesn't run on while your filing is processed. Don't count on a filing made in the last few days of the two months being picked up in time.

The company has already been struck off: it no longer exists as a legal person and its assets have passed to the Crown. Getting it back means a restoration application — administrative restoration through Companies House, or an application to court, depending on the circumstances. Take advice before acting: the route and the cost depend on why it was struck off and how long ago.

The Confirmation Statement vs Annual Accounts

Directors often confuse these two filings. They're separate obligations with different deadlines and different penalty systems:

	Confirmation Statement	Annual Accounts
Frequency	At least every 12 months	Every 12 months (per accounting reference period)
Filing window	14 days after the review period ends	9 months after the end of the accounting reference period (private companies, after the first accounts)
Late penalty	No automatic penalty; financial penalties after a warning notice, which can recur daily	Automatic: £150 (up to 1 month late) rising to £1,500 (more than 6 months), doubled if late in two successive years
Non-filing consequence	Strike-off, prosecution	Strike-off, prosecution, plus the automatic penalty
Filing fee	£50 online / £110 paper	No filing fee
Deadline extension	None — the 14 days is the only allowance	Possible on application, in limited circumstances — see extending your accounts deadline

Accounts penalty figures are from Companies House's late filing penalties guidance; see our guide to late filing penalties, or estimate your own exposure with the free late filing penalty calculator.

How to Stop It Happening Again

Know the actual date, not a rough month. Because filing early resets the review period, last year's date isn't necessarily this year's. Check the date Companies House holds after every filing.

Set reminders further ahead than feels necessary. A lost authentication code can take up to 10 working days to arrive. Companies House says that for most people identity verification is a one-off process that can be done in a few minutes, but if you can't verify online you may need to go through a Post Office or an authorised agent instead. A reminder seven days out is too late to wait for a code; thirty days out leaves room for both.

File as soon as the review period ends. Nothing is gained by waiting until day 14. If nothing has changed, the filing takes minutes.

Keep the registered office and registered email address current. Companies House writes to the registered office and uses the registered email address to contact the company.

Track each company separately. If you run SPVs, a dormant company, or several trading entities, each has its own review period. One missed date across five companies is easy when you track them by hand — our free filing deadline countdown estimates each company's dates in turn and exports them to one calendar, and our guide to managing multiple companies covers the rest of the routine.

How CompanyMinder Helps

When you add a company to CompanyMinder by its company number, it reads the confirmation statement and accounts due dates from the Companies House register at that moment and sets them up as deadlines straight away — so the date you're working to is the one Companies House holds, not one copied down last year. Once you've filed, add the next deadline yourself; CompanyMinder doesn't re-read the register afterwards. Reminders arrive by email before each deadline: 7 days and 1 day ahead on the free plan, and 30, 14, 7 and 1 day ahead on the paid plan — the 30-day reminder being the one that leaves time to clear an identity check or wait for Companies House to re-post your authentication code. If the statement is already overdue when you add the company, the deadline is still recorded, but no reminder is sent for a date that has passed. If you run more than one company (Director plan), the dashboard lists deadlines from all of them together, earliest first.

Frequently Asked Questions

Is there a fine for a late confirmation statement? Not an automatic one. But since 2 May 2024 Companies House can issue financial penalties. A penalty can only follow a warning notice, which gives you at least 28 days to make representations, and if you file within 28 days beginning the day after the date on the notice you won't be penalised. A penalty can be repeated for each day the statement stays unfiled. Separately, late filing is a criminal offence under s.853L.

Can I still file if it's already overdue? Yes — the process and the fee are identical to filing on time. Do it straight away.

How long do I have after the review period ends? 14 days (s.853A(1)).

Will my company be struck off straight away? No. Striking off under s.1000 involves enquiries to the company and a Gazette notice giving two months before the company is struck off. Those communications go to the registered office, so an out-of-date address can mean the first you hear of it is too late.

Does a dormant company have to file a confirmation statement? Yes. Every company must file at least once every 12 months, whether or not it trades.

Can I get an extension for a confirmation statement? No. The 14 days after the review period is the only allowance; extensions on application exist for annual accounts, not confirmation statements.

Key Takeaways

• "Overdue" means more than 14 days have passed since the end of the review period (s.853A).
• There's no automatic fine, but Companies House can issue financial penalties after a warning notice — act within the 28 days and no penalty is imposed.
• Continued non-filing can lead to strike-off, with the company's assets passing to the Crown as bona vacantia (s.1000, s.1012).
• Late filing is an offence by the company and every officer in default (s.853L), and repeated defaults — registrar penalties included — can support director disqualification.
• Identity verification and a lost authentication code (up to 10 working days for Companies House to post a reminder of it) are two things that can stop a late filing going through.
• Filing early resets the 12-month clock.

A Note on Scope

This is general guidance based on the Companies Act 2006, the Company Directors Disqualification Act 1986, and Companies House's published guidance as at the date shown above. How Companies House applies its penalty and striking-off powers in an individual case depends on the facts, and its practice can change. If your company has received a strike-off notice or has already been dissolved, take advice before acting — restoration routes have their own time limits and costs. It is not legal advice.

Sources

• Companies Act 2006, s.853A — Duty to deliver confirmation statements
• Companies Act 2006, s.853L — Failure to deliver confirmation statement
• Companies Act 2006, s.1000 — Power to strike off company not carrying on business or in operation
• Companies Act 2006, s.1012 — Property of dissolved company to be bona vacantia
• Company Directors Disqualification Act 1986, s.3 — Disqualification for persistent breaches of companies legislation
• Companies House approach to financial penalties — GOV.UK
• Confirmation statement guidance — GOV.UK
• Company authentication codes for online filing — GOV.UK
• Companies House fees — GOV.UK
• Late filing penalties — GOV.UK
• File a confirmation statement — GOV.UK