The annual return was the yearly filing that every UK company had to submit to Companies House to confirm key details about the company. On 30 June 2016, the annual return was replaced by the confirmation statement under the Small Business, Enterprise and Employment Act 2015.
What Was the Annual Return?
The annual return (filed on form AR01) required companies to provide a snapshot of their information on a specific date, including:
- Company name and registered number
- Registered office address
- Details of all directors and company secretary
- Share capital and shareholder details
- SIC (Standard Industrial Classification) code
- Where company records were kept
The annual return had to be filed within 28 days of the return date (the anniversary of incorporation or the previous return date).
What Replaced It: The Confirmation Statement
The confirmation statement serves the same purpose but with a different approach. Instead of providing all information afresh each year, the company simply confirms that the data Companies House already holds is accurate and up to date.
Key Differences
| Feature | Annual Return (pre-2016) | Confirmation Statement (current) |
|---|---|---|
| Form | AR01 | CS01 |
| Approach | Full details provided each year | Confirm existing information is correct |
| Filing period | 28 days after return date | 14 days after review period end |
| PSC register | Not required | Must confirm PSC register is up to date |
| Trading status | Not covered | Must state if shares traded on a market |
| Fee | Charged on each filing | Charged on each filing, lower online than on paper |
For full details on the current filing requirements, see our guide to the confirmation statement.
What the Confirmation Statement Covers
The confirmation statement requires the company to review and confirm:
Company Details
- SIC code describing the company’s principal business activity (see SIC Codes)
- Where statutory books are kept (if not at the registered office)
Officers
- All directors and their service addresses
- Company secretary details (if appointed)
Share Capital and Shareholders
- Statement of capital showing total number, nominal value and rights of shares
- Full list of shareholders (or confirmation that the central register is used)
- Details of any share classes
People with Significant Control
- Confirmation that the PSC register is up to date
- Details of all individuals or entities with significant control
Filing Deadlines
The confirmation statement must be filed at least once every 12 months:
| Event | Timeline |
|---|---|
| Review period | 12 months from incorporation or last confirmation statement |
| Filing deadline | 14 days after the review period ends |
| Can file early | Yes, at any point during the review period |
Example
| Event | Date |
|---|---|
| Company incorporated | 1 April Year 1 |
| First review period ends | 31 March Year 2 |
| Filing deadline | 14 April Year 2 |
Filing Fee
Companies House charges a fee each time a confirmation statement is filed, even if no changes have occurred. Filing online or through software costs less than filing form CS01 on paper. Companies House reviews its fees from time to time, so check the current fee on GOV.UK.
Consequences of Not Filing
Failing to file the confirmation statement is a criminal offence:
- Directors can be prosecuted and fined
- Companies House may begin strike-off proceedings (see company dissolution)
- The company will be unable to file other documents until the overdue statement is delivered
- Banks and lenders may freeze accounts or refuse credit
Changes During the Review Period
If company details change during the year (new director, change of address, share transfers), these should be notified to Companies House as they happen, not saved for the confirmation statement. Most changes must be reported within 14 days.
The confirmation statement then simply confirms that all notified changes are correct and no further changes have occurred.
Confirmation Statement vs Company Accounts
These are separate filing obligations:
| Feature | Confirmation Statement | Company Accounts |
|---|---|---|
| Purpose | Confirms company details are current | Reports financial performance |
| Deadline | Every 12 months + 14 days | 9 months after year-end |
| Fee | Annual filing fee | No fee |
| Penalty | Criminal offence, strike-off | Automatic financial penalties |
Both must be filed by the company’s directors and submitted to Companies House.