What Do Company Directors Need to Know About Confirmation Statement & PSC Register?

Running a company in the UK involves more than just day-to-day operations, it comes with a range of legal responsibilities, especially for company directors. Among the most crucial of these is maintaining transparency with Companies House by ensuring timely and accurate filings. Two core components of this regulatory framework are the Confirmation Statement and the Register of People with Significant Control (PSC Register)

Both of the above are legal responsibilities and not just simple administrative formalities designed to promote corporate transparency, prevent fraud and help maintain the integrity of the UK business environment. Despite this, many directors, particularly those of small or newly incorporated companies, often misunderstand or overlook these filings which can lead to serious consequences, including fines, prosecution or even the involuntary dissolution of the company.

The confirmation statement (Companies House form CS01) is a reporting requirement that replaced the annual return. It serves exactly the same purpose, which is to provide Companies House with up-to-date key information about your business. The confirmation statement must be reviewed and submitted at least once every 12 months, while PSC register details individuals or entities that exert significant influence or control over the company. Together, they ensure that Companies House and the public have up-to-date insights into how UK companies are owned and controlled.

This guide aims to give company directors a clear, practical understanding of both the Confirmation Statement and the PSC register.

What Is a Confirmation Statement?

A Confirmation Statement is a legal document that every UK limited company and LLP (Limited Liability Partnership) must file at Companies House at least once every 12 months. This ensures that the public and other stakeholders have access to the most current information about a company’s structure and leadership. It also confirms the accuracy of the information on record and provides updates on any changes. It serves a regular snapshot of the company’s structure, ownership and key details. Even if there have been no changes during the review period, a Confirmation Statement must still be submitted.

Annual Return versus Confirmation Statement

On 30th June 2016, the annual return was replaced by the confirmation statement, making the final date for any pre-existing company to file their annual return the 29th of June 2016. In terms of the forms, there are few differences between them. Identical information is required to complete the confirmation statement as the annual return, the cost of filing is also identical, and the regularity of both forms’ deliveries also remains the same at a minimum of once annually.

Nevertheless, there is a major difference which is that the confirmation statement is simpler than an annual return form, with no requirement to enter identical information year after year, so long as the details of the company remain the same.

All that is required to complete the confirmation statement form is to check whether the details that Companies House retains are correct, confirm them, and then submit the confirmation form. It is only if there have been any changes that companies are required to enter those changes into the system.  

Who Must File a Confirmation Statement?

All limited companies and LLPs registered in the UK must file in a confirmation statement regardless of the size or trading status of the company including:

• Private limited companies (Ltd)
• Public limited companies (PLC)
• Limited Liability Partnerships (LLPs)
• Community Interest companies (CICs)

Even the dormant companies fall within this category. Sole traders and general partnerships are not required to file a confirmation statement because they are not registered with Companies House.

What Information Is Included In a Confirmation Statement?

The statement contains a snapshot of your company’s information, including:

• Company name and registered office address
• Details of company officers-directors and secretary
• Details of people with significant control (PSC)
• Share capital and shareholdings
• Standard Industrial Classification code(s) (SIC)
• Statement of capital for companies with share capital
• Trading status of shares for public companies

If changes have occurred in any of these areas, they must be updated before submitting the Confirmation Statement; usually by filing separate forms.

How to File a Confirmation Statement?

You can submit your Confirmation Statement online or by post, but the online route is faster, easier and generally cheaper. Here is how you can complete your confirmation statement filing:

• Gather Information – Get your company details and ensure they are correct and up to date.
• Decide How to File Your Statement – Online: Log into your account on the Companies House website, which is the simplest method. By post: You can download and complete form CS01 for companies or LLCS01 for LLPs from the Companies House website.
• Check the Information Already On the Register – You must check the pre-included information provided by Companies House
• Make Required Changes – If any of the information is incorrect or out of date, you must update it. Some changes will require separate forms or notifications.
• Confirm Accuracy – Once you know all the information is correct, you confirm the statement as a company’s officer (or representative)
• Pay the Filing Fee – As of 2025 for Online Filing: £34 and Paper Filing: £62. These fees cover 12 months of filings, which means you can file multiple Confirmation Statements in that period if needed.

Common Mistakes When Filing Confirmation Statements

While the filing of Confirmation Statement is relatively straightforward, many companies still make avoidable errors that can lead to rejection, delays, or even regulatory penalties. Understanding these common mistakes may help directors and administrators stay compliant and maintain the integrity of their public company records.

• Failing to Update Information Before Filing – One of the most frequently made mistakes is assuming the Confirmation Statement can be used to change confirmation information. Always review and submit any necessary updates in advance of filing the statement.
• Using an Incorrect or Outdated SIC Code – The Standard Industrial Classification (SIC) code reflects your company’s business activity. Review the full list of SIC codes on Companies House and ensure the code listed accurately describes your current activities.
• Inaccurate Shareholder or Statement of Capital Formation – Errors in recording the number of shares issued, classes of shares, or shareholder details are common, especially for, companies that have had recent investment or ownership changes.

The Statement of Capital

When completing the Confirmation Statement, a statement of capital must be completed when the company is limited by shares. Limited Liability Partnerships and companies that are limited by guarantee are not required to complete this information since they have no shares.

When a company is required to complete the statement of capital, they must supply the following information:

• The total amount of shares that the company has issued
• The nominal aggregate value of the shares
• The currency that the shares are held in
• If any, the aggregate amount that remains unpaid on the shares

For every type or class of shares, it is also required that you provide:

• The total amount of shares in that class
• The nominal aggregate value of all of that class of shares
• The prescribed rights’ particulars attached to those shares

Understanding the PSC register

Introduced in April 2016, the PSC register is a key part of the UK government’s commitment to increasing corporate transparency and combating financial crime. The PSC register records information about any person or business who owns, directly or indirectly, more than 25% of the company or its voting rights, or otherwise has the power to exert a certain level of influence or control over the way business is run.

A PSC is identified as someone who:

• Owns more, directly or indirectly, than 25% of the shares issued by the company
• Holds more, directly or indirectly, than 25% of voting rights in the company
• Has the right to appoint or remove the majority of the company’s directors
• Has the right to exercise, or actually exercises, significant influence or control over the company
• Where a trust or firm would satisfy one of the first four conditions if it were an individual. Any individual holding the right to exercise, or actually exercising, significant influence or control over the activities of that trust or firm

It may get a bit more complicated if company shares are held by a person on behalf of someone else, for example a person who holds the shares is registered as the shareholder but may not be a PSC.

What Type of Businesses Must Keep a PSC Register?

The businesses that are required to keep and maintain a PSC register and report PSC details to Companies House are:

• UK Public Limited Companies (PLCs), Private Limited Companies, and unlimited companies
• UK Societas (UKS)

What Information Must Be Recorded?

Companies must collect and maintain the following information about each PSC:

• Full name
• Date of birth
• Nationality
• Country of residence
• Service address (public) and usual residential address (private)
• The date they became a PSC
• The nature of their control
• Any restrictions on disclosing the information

Corporate PSCs

If a company is controlled by a legal entity, it may also need to be included in the PSC register, provided it:

• Is itself subject to disclosure requirements
• Has significant control in the same way as an individual PSC.

Why the PSC Register Matters?

The PSC regime plays a vital role in preventing the misuse of companies for money laundering, tax evasion and terrorist financing. It helps:

• Law enforcement tracks suspicious activity
• Creditors and investors assess company ownership
• Regulators monitor business networks

Failure to maintain a PSC register, or knowingly providing false information, can result in criminal penalties, including fines and imprisonment for company officers.

Who is Responsible for Compliance?

Company directors are legally responsible for:

• Identifying all PSCs
• Recording their details accurately
• Keeping the information up to date
• Reporting any changes promptly

Even if the company has no PSCs, a statement to that effect must still be entered into register and submitted to Companies House.

Maintaining & Updating the PSC Register

Creating a Person with Significant Control (PSC) register is not a one-time task. Once a company has identified its PSCs and submitted the initial information, it must maintain the register on an ongoing basis. The means regularly reviewing, updating and reporting any changes to ensure that the information remains accurate and current.

When Must You Update the PSC Register?

You must update the register as soon as you become aware of any of the following:

• A new PSC has been identified
• An existing PSC’s details have changed
• The nature of a PSC’s control has changed
• A PSC ceases to meet the criteria for significant control

Under UK law, you have 14 days to update the internal PSC register and an additional 14 days to notify Companies House, giving you a total of 28 days to report any changes.

Filing the Right Forms

The following Companies House forms are used for PSC updates:

• PSC01- To add a new PSC
• PSC02- To update PSC details
• PSC03- To change nature of control
• PSC04- To notify that someone is no longer a PSC
• PSC09- To state no registrable PSCs exist

What If PSC Details Are Not Yet Confirmed?

If you are still trying to confirm a PSC’s identity or control:

• You must enter a statement in the PSC register that the company is taking reasonable steps to identify or confirm the PSC
• You cannot leave the register blank, doing so is a criminal offence

Consequences of Failing to Update

Failure to maintain the PSC register or notify Companies House is a criminal offence. Both the company and its officers can be prosecuted and fined. Deliberate non-compliance may also lead to more serious investigations into the company’s affairs.

Maintaining the PSC register is an ongoing responsibility and not just a box to tick once a year. It should be integrated into your company’s compliance processes, especially when issuing shares, appointing directors or changing the ownership structure.

Penalties & Consequences of Non-compliance

Filing a Confirmation Statement and maintaining an accurate PSC register as statutory obligations under UK company law. Non-compliance, whether intentional or unintentional, can lead to serious legal, financial and reputational consequences for both the company and its directors.

Failing to File the Confirmation Statement

Company directors have a legal duty to file confirmation statements. Failing to do so can result in personal liability, fines, prosecutions and even the company being struck off the register. If a company does not deliver a confirmation statement on time, an offence is committed by:

• The company
• Every director of the company (including shadow directors)
• Every secretary of the company (where applicable)
• Every other officer of the company who is in default

If a company does not file a confirmation statement, both the company and its officers’ may be subject to prosecution as a result of breaching the Companies Act 2006. Fines up to £5000 can be levied on each of the company officers. Directors can receive disqualification orders precluding them from holding company officer posts for a certain number of years. Aside from the statutory penalties, failing to maintain the accuracy of corporate information held at Companies House and disclosed on the public register can affect the creditworthiness of a company.

Furthermore, any discoveries of inaccurate or out-of-date information on the public register during a due diligence exercise could lead to problems with securing investment or succeeding in planned takeovers or mergers.

Filing Late

If a company does not file a confirmation statement by the relevant deadline, it can still be filed late. There are no automatic financial penalties for failing to file a confirmation statement on time. Companies House will generally issue an automatic warning if you miss a filing deadline. This will serve as an initial reminder, providing an opportunity for the company to bring its filing responsibilities up to date without being penalised.

If reminder notices are ignored, Companies House will eventually take action against the company and its officers.

Consequence of Not Maintaining the PSC register

The law requires companies to:

• Take reasonable steps to identify PSCs
• Maintain an internal PSC register
• Update the Companies House within 14 days of any changes

If a company fails to comply with these duties:

• It is considered a criminal offence
• Both the company and its officers may face unlimited fines
• In serious or repeated cases, imprisonment may apply

Directors who ignore PSC duties may also be disqualified from acting as a company director in the future.

Best Practices for Company Directors

For company directors, fulfilling statutory duties is about more than just ticking boxes. It is about protecting the company, avoiding legal risks, and promoting good governance. Maintaining Confirmation Statement and PSC register requires consistency, attention to detail, and proactive planning.

Here are some practical practices to help directors stay compliant:

• Set Up Compliance Calendar –

Mark all key dates:

1. Incorporation anniversary
2. Confirmation Statement due date (+14 day filing window)
3. Annual review points for PSC register and statutory filings

Using a shared digital calendar with automated reminders can reduce the chance of missing deadlines, especially if the business has multiple directors or stakeholders.

• Maintain Accurate & Centralised Records –

Keep the following up to date and easily accessible:

1. Shareholder registers and changes
2. Director appointments or resignations
3. PSC identification and confirmation details
4. Share transfers and ownership percentages
5. Company’s SIC code and trading activity

• Review the PSC Register Regularly –

After registering your company, you should not be waiting for the Confirmation Statement deadline. Instead:

1. Review PSC information whenever shares are issued, transferred, or brought back
2. Reconfirm details with PSCs annually
3. Document all communications and attempts to identify PSCs

If no one meets the PSC criteria, you still need to record a “no registerable PSC” statement.

• Educate New Directors & Shareholders –

Many first-time directors are unaware of their responsibilities, when onboarding new directors or investors:

1. Explain the legal duties around company filings
2. Share a basic compliance checklist or appoint professional advisor.
3. Make sure they understand the implications of holding significant control

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Key Takeaways

• Filing a Confirmation Statement Is a Legal Requirement – Every UK limited company and LLP must submit a confirmation statement at least once every 12 months. Failing to do so can result in penalties, company strike-off and personal liability for directors.
• The Statement Confirms, It Does Not Update – Most changes must be made before filing the Confirmation Statement using separate Companies House forms.
• The PSC Register Must Be Maintained Year-Round – All companies (unless exempt) must maintain an internal register of People with Significant Control (PSCs) and submit relevant changes to Companies House within 14 days of the update.
• PSCs Include Individuals & Entities – A PSC is typically someone who holds more than 25% of shares or voting rights but can also include individuals or legal entities with other forms of control or influence.
• Failing to Maintain the PSC Register Is a Criminal Offence – Non-compliance can lead to unlimited fines and even imprisonment. Directors have a personal duty to ensure PSC information is accurate and up to date.

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Conclusion

Filing your confirmation statement and maintaining a complete, up-to-date PSC register are not optional tasks. They are legal obligations that sit at the heart of responsible company management in the UK.

Whether you are managing a startup, a small business, or a growing enterprise, building good compliance habits now will save you time, money and stress later. By adopting best practices such as filing software, setting calendar reminders, and engaging professional advisors where needed, you can ensure that your company stays compliant, credible and confident in the eyes of regulators and stakeholders alike.  

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