Company Secretarial Services and the Confirmation Statement

Last reviewed: 9 November 2026. The Economic Crime and Corporate Transparency Act 2023 has been changing the rules in stages since March 2024, and directors are now being prosecuted under them. The position below is current, including the end of the identity verification transition period this month.

JacRox is the cloud accounting team at Jack Ross Chartered Accountants, a Manchester firm established in 1948. Company secretarial work sits naturally alongside the annual accounts we already prepare, because the same records feed both.

What is a confirmation statement?

The confirmation statement (form CS01) replaced the old annual return in 2016. It is a declaration, made on behalf of the company, that the information Companies House holds about it is up to date. You must file one even if nothing has changed.

Each statement covers a review period of up to 12 months, running from incorporation or from the date of your last statement. You then have 14 days after the review period ends to file. You can file early, which resets the date for the next one.

What you confirm or update on the statement itself

• The company’s principal business activity (its SIC code).
• The statement of capital: the number, class and value of shares in issue.
• Shareholder information, where required.
• Whether the company’s shares are traded on a market, and its status regarding people with significant control.
• That the company’s intended future activities are lawful (the “lawful purpose statement”, required on every confirmation statement since 4 March 2024).
• A verified personal code for every director (since 18 November 2025).

What must be filed separately, before the statement

Some changes cannot be made on the confirmation statement and must be notified on their own forms first: director and secretary appointments and resignations, changes to people with significant control (PSCs), a new registered office address, and a new registered email address. If any of these are out of date when you file, the statement you are signing is wrong.

What has changed, and what happens next

The Economic Crime and Corporate Transparency Act 2023 gave Companies House new powers and placed new duties on companies. These are being introduced in stages. The table below sets out where things stand.

Sources: Companies House transition plan (updated 23 October 2026) and the confirmation statement guidance on GOV.UK.

Identity verification: the November 2026 deadline

Since 18 November 2025, anyone appointed as a director, or registered as a PSC, has had to verify their identity with Companies House. Directors who were already in post were given a 12-month transition period. Each existing director must be verified by the time their company files its next confirmation statement within that period, and the period ends in November 2026.

In practice, this means:

• Companies House will not accept the confirmation statement unless every director has a verified personal code and that code is given on the statement.
• Each person verifies once, through GOV.UK One Login or through an Authorised Corporate Service Provider, and receives a personal code to link to each company role they hold.
• Existing PSCs who are not directors have their own window: the first 14 days of their birth month. Those born in November were due between 1 and 14 November 2026.
• A director who acts without verifying commits an offence, and so do the company and every officer in default.

Directors are already being prosecuted for this. On 16 September 2026 three directors were convicted at City of London Magistrates’ Court in the first prosecutions for failing to verify. One of them had verified his own identity, but was convicted for failing to take reasonable steps to stop an unverified co-director from acting. All three were also convicted for filing confirmation statements late. (GOV.UK announcement.)

If you have a co-director, a family member on the board, or a director who lives overseas, check now that each of them has verified. Being compliant yourself is not a defence if you let an unverified colleague carry on. Jack Ross is a registered Authorised Corporate Service Provider (ACSP), so we can carry out the Companies House identity check for any director or PSC who has not yet verified.

Why the information has to be right

The register at Companies House is public, and banks, lenders, landlords, suppliers, insurers and investors use it to decide who they are dealing with. Anti-money-laundering checks start there. When a buyer looks at your business, or a lender reviews a facility, the first thing they compare is what the register says against what you tell them.

Inaccurate information causes problems long before any regulator gets involved:

• If the register of members says one thing and the statement of capital says another, it is hard to prove who owns the company, and that can stall a sale, a share transfer or a dividend.
• A PSC entry that does not match the bank’s records can freeze account opening or a facility renewal until it is corrected.
• Companies House can now flag information it believes is wrong and annotate the company’s public record. It had annotated over 1,000 companies by March 2026.
• Companies House can remove false information and, where a company appears not to be operating, begin striking it off the register.
• An unverified director or an inconsistent entry means the statement is rejected, and the filing deadline keeps running.

Is it a criminal offence if it is wrong?

It can be. There are three separate offences, and the penalty rises with what you knew when the statement was filed.

Since March 2024 the basic offence in section 1112 has not required you to know the information was wrong. It is enough that it was misleading or false in a material way and that you had no reasonable excuse, so signing off a statement without checking it carries real risk.

There are related exposures as well:

• Acting as an unverified director is an offence under section 167M, for the individual and for the company and its officers.
• Failing to keep PSC information accurate is an offence under section 790F, with up to two years’ imprisonment on indictment.
• Civil financial penalties can be imposed by Companies House directly as an alternative to prosecution, of up to £10,000. Late confirmation statements are the example Companies House itself gives.
• Director disqualification can follow persistent breaches or a conviction, which stops you acting as a director of any UK company.

Most errors on confirmation statements are honest ones: a share transfer that was never notified, a director who left years ago, a SIC code from the original incorporation. They are easy to fix if you find them before you file, which is why the review starts from the company’s records and not from last year’s statement.

Worked example: a statement that looked fine

This is an illustration, but it is built from the errors we see most often. A design company was incorporated in 2019 with 100 ordinary shares of £1 each: 60 held by one founder and 40 by the other. In 2024 it took on a third shareholder, issuing 25 new £1 shares for £15,000. The director filed the next three confirmation statements online, each time confirming “no changes”.

A review of the company’s records before its 2026 statement would find:

1. No SH01 return of allotment had been filed, so Companies House still showed 100 shares in issue. The correct statement of capital was 125 shares, nominal value £125.
2. The shareholdings were therefore wrong on the public record. The first founder showed 60% when the true figure was 48% (60 of 125 shares); the second showed 40% rather than 32%; the new shareholder (20%) did not appear at all.
3. The first founder’s PSC entry still showed the “more than 50%” band. The correct band was “more than 25% but not more than 50%”, and the PSC change had never been notified.
4. The SIC code was from incorporation and no longer described what the company did.
5. One director had not yet verified their identity.

Each of those three earlier confirmation statements confirmed information that was wrong. The fix is to file the late SH01 and the PSC change, get the outstanding director verified, update the SIC code and statement of capital on the confirmation statement, and file it within the deadline. If nobody corrects it, the error tends to surface when the new shareholder needs to prove their holding to a lender, or when a buyer’s due diligence compares the register with the share certificates.

How JacRox reviews and files your confirmation statement

We can review your confirmation statement and submit it to Companies House for you. The review checks that what you are confirming is true, and the filing gets it in on time.

1. We diarise your review period so the statement never runs late.
2. We compare the public record with your records: directors, PSCs, the register of members, share allotments and transfers during the year, and the registered office and email address.
3. We check every director’s identity verification and, as a registered ACSP, verify anyone who has not yet done so.
4. We file any separate changes first: appointments, resignations, PSC changes and share allotments.
5. We send you the draft statement to approve, with any changes highlighted in plain English.
6. We file it and send you the Companies House acceptance.

Because we already hold your Xero file and prepare your annual accounts, share issues, dividends and director changes that show up in the books are picked up at the same time.

Doing it yourself or using us

Other company secretarial matters

The confirmation statement is the annual check, but most company secretarial duties have their own deadlines through the year.

The company must also keep its own register of members up to date, along with board minutes and written resolutions. Since November 2025, information about directors, secretaries and PSCs is held centrally at Companies House instead of in local company registers, so any error on the public register is visible to everyone who checks it.

What to do now

• If your confirmation statement is due in the next few weeks, check that every director has verified their identity today. Without that, the statement will be rejected.
• If shares have changed hands or been issued since your last statement, check that the SH01 or the transfer is reflected before you file.
• If a director or PSC has left or joined and you are not sure it was notified, look up your company on the Companies House register and compare.
• If you have filed “no changes” for several years without checking, ask us for a review before the next one.
• If your statement is already late, file it as soon as possible. The offence continues every day it is outstanding.

To have us review and file your next confirmation statement, get in touch or call 0161 832 4451.

Frequently asked questions

What is the difference between a confirmation statement and annual accounts?

The confirmation statement confirms who runs and owns the company and its share capital. Annual accounts report its financial results. They are separate filings with separate deadlines, and usually fall at different times of the year.

When is my confirmation statement due?

Within 14 days after the end of your review period. The review period ends 12 months after incorporation, or 12 months after the date of your last confirmation statement. The due date is shown on your company’s page on the Companies House register.

Do I have to file if nothing has changed?

Yes. You must file at least once every 12 months, even if every detail is the same as last year.

Can my accountant file the confirmation statement for me?

Yes. JacRox can review your confirmation statement and submit it on your behalf. Jack Ross is a registered Authorised Corporate Service Provider, so we can also carry out the Companies House identity check for any director or PSC who has not yet verified.

What happens if a director has not verified their identity?

Companies House will not accept the confirmation statement until every director has a verified personal code. A director who carries on acting without verifying commits an offence, and so can the company and its other officers.

Is it a criminal offence to file an incorrect confirmation statement?

It can be. Delivering information that is misleading, false or deceptive in a material particular without reasonable excuse is an offence under section 1112 of the Companies Act 2006. Doing so knowingly is a more serious offence under section 1112A, with up to two years’ imprisonment.

Is filing late a criminal offence?

Yes. Failing to file within 14 days of the end of the review period is an offence by the company and every officer in default under section 853L. Companies House can also issue a civil penalty instead of prosecuting.

Does the company still need to keep statutory registers?

The company must still keep its register of members. Since 18 November 2025, the registers of directors, secretaries and PSCs are no longer kept locally, because that information is held at Companies House.

Does a private company need a company secretary?

No. Private companies have not needed a company secretary since April 2008, unless their articles require one. The directors remain responsible for the company’s filings.

I have found a mistake from a previous year. What should I do?

Correct it now. File the missing notice (for example an SH01 or a PSC change) and update the information on your next confirmation statement. Correcting a known error promptly is far better than confirming it again.

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