If your confirmation statement is overdue, the company is already in default with Companies House and the situation needs sorting quickly. It is one of the few filings where directors can face personal criminal liability for the delay, and the company itself can end up struck off the register. This guide covers what an overdue confirmation statement means, how to fix it, and how to stop it happening again.
Why it becomes overdue
A confirmation statement is due within 14 days after the end of each 12-month review period. It becomes overdue the moment that window closes without a filing. This can happen for straightforward reasons: a reminder letter or email gets missed, a director assumes an accountant or formation agent is handling it when they are not, or a company simply has no one clearly responsible for company secretarial tasks. For companies run by overseas or non-resident directors, time zones and postal delays to a UK registered office can make it even easier for a reminder to be missed.
The consequences of a confirmation statement overdue
Companies House treats a missed confirmation statement seriously, for two reasons.
It is a criminal offence. Failing to file a confirmation statement on time is a criminal offence on the part of the company's directors, not just an administrative slip. In practice, Companies House's first response is usually to press for the filing to be brought up to date rather than to prosecute immediately, but the legal exposure is real and sits with the directors personally.
It puts the company at risk of strike-off. If a confirmation statement remains outstanding, Companies House can begin action to strike the company off the register. A struck-off company ceases to exist as a legal entity, and any assets it holds can pass to the Crown. This is a serious outcome for what is often, at root, a missed administrative deadline.
Neither consequence depends on whether the company is trading. Dormant companies and overseas-owned companies are held to the same standard.
How to put it right
1. File the outstanding confirmation statement as soon as possible. There is no separate "late filing" penalty fee for confirmation statements in the way there is for late accounts, but the longer it remains outstanding, the greater the risk of formal strike-off action starting.
2. Check the underlying company details are accurate first. Since you are filing anyway, use the opportunity to properly review the registered office, directors, PSCs, SIC codes and statement of capital rather than rushing the same outdated information back through. See our guide on how to file a confirmation statement for the full checklist.
3. Pay the £50 digital filing fee. This covers the statement you are filing now and any further statements due within the same 12-month payment period, so catching up does not multiply the cost per filing.
4. Respond promptly to any Companies House correspondence about strike-off action if it has already started. Filing the outstanding statement is usually enough to stop the process, provided it is done before the strike-off takes effect.
How to avoid it happening again
The most reliable fix is structural rather than relying on memory. Options include:
- Diarise the review period end date and set a reminder well before the 14-day filing window opens, rather than relying solely on the Companies House reminder.
- Nominate one person as clearly responsible for the filing, so it does not fall between a director, an accountant and a formation agent, each assuming someone else has it covered.
- Use a dedicated company secretarial service. Our Registered Office + Company Secretarial Support service, at £70 a month, includes confirmation statements prepared and filed on your behalf, registers maintained, and reminders sent, so the deadline is someone else's job to track.
For overseas and non-resident directors in particular, having a UK-based specialist manage this removes the risk that a postal reminder gets missed or a time difference delays a response.
Why acting quickly matters more than it might seem
It can be easy to underestimate how quickly a confirmation statement overdue situation escalates. Companies House does not need to wait long before starting formal action, and once a strike-off notice is published, resolving it involves more steps than simply filing the missing statement, including objecting to the strike-off and demonstrating the company is still operating or intends to. Filing before that stage is reached is considerably simpler, faster and less stressful than reversing a strike-off application already in motion.
The same logic applies to the personal exposure directors carry. Because late filing is a criminal offence attributable to the directors rather than the company as an abstract entity, it is not something that can be quietly absorbed as a cost of doing business. Directors of companies with multiple entities, or those juggling several jurisdictions, are often the ones most exposed simply because there are more filing dates to track across more companies.
Common questions
Can I be fined for a late confirmation statement?
Late filing is a criminal offence for directors rather than an automatic fixed penalty of the kind used for late accounts. Companies House's typical first step is to press for the filing, with strike-off action as the escalation if it remains outstanding.
Will an overdue confirmation statement get my company struck off automatically?
Not immediately, but Companies House can begin strike-off action if the statement stays outstanding. Filing promptly generally stops this before it takes effect.
Does being overdue affect the £50 fee?
No. The fee remains £50 for digital filing and covers all statements within that 12-month payment period, whether filed on time or once caught up.
What if my company is dormant?
Dormant status does not remove the confirmation statement obligation. It still needs to be filed on the same basis as a trading company.
Get back on track
If your confirmation statement is overdue and you want a named UK qualified lawyer to file it and take over ongoing compliance, contact us and our specialist will reply within one UK working day.
This article is general information about UK filing requirements, not legal or tax advice. Requirements change - we will confirm what applies to your company before anything is filed.
