Annual Return vs Confirmation Statement: What Changed in 2016 and Why It Matters

Before June 2016, UK limited companies filed an Annual Return with Companies House. The Annual Return (Form AR01) contained a snapshot of company details — director names, shareholder information, registered office address — and had to be filed within 28 days of its made-up date (typically the company's incorporation anniversary). On 30 June 2016, the Small Business, Enterprise and Employment Act 2015 replaced the Annual Return with the Confirmation Statement.

What the Confirmation Statement is: the Confirmation Statement is not a new document — it confirms that the company's existing information held at Companies House is accurate and up to date. Instead of submitting a full data set every year, the company simply 'confirms' to Companies House that a review has been carried out and the register is correct as at the confirmation date. Any changes to directors, registered office, or shareholder information should be notified to Companies House as they occur (not only at the annual filing).

The review period: every UK company must file a confirmation statement at least once every 12 months. The 12-month clock runs from: (1) the date of incorporation for a new company's first confirmation statement; or (2) the date of the previous confirmation statement. You have 14 days from the end of the 12-month review period to file. Filing late — even by one day past the 14-day window — is a default on the Companies Act obligation.

The filing fee: the confirmation statement costs £50 if filed online and £110 if filed by paper form (CS01) under the fee schedule that took effect 1 February 2026. Filing online through Companies House WebFiling is strongly recommended. The fee is payable once per 12-month period — you can file the confirmation statement multiple times within that period for free if information changes, and only pay the £50 once.

The statement of lawful purpose — added in March 2024: the Economic Crime and Corporate Transparency Act 2023 introduced a new declaration to the confirmation statement. From March 2024, directors must confirm that the company's intended future activities are lawful. This is not a detailed description of business activities — it is a yes/no confirmation. Companies that refuse to make this confirmation cannot complete their filing. The register is automatically updated with a flag if this declaration is missing.

Consequences of not filing: a company that fails to file its confirmation statement on time receives a late filing notice from Companies House. Persistent non-filing — typically if a company remains in default for several months — leads Companies House to issue a notice of intended strike-off. The company is then struck off the register and dissolved, its assets becoming bona vacantia (property of the Crown). Strike-off is a very serious outcome — any bank accounts are frozen and assets lost. Restoration is possible (within six years) but costly.

Why directors still search for 'annual return': the name change has caused widespread confusion. Many directors (particularly those who have been running companies since before 2016, or who receive advice from non-UK advisers unfamiliar with the change) still refer to the confirmation statement as the annual return. Formation agents sometimes reinforce this by using outdated terminology. The obligation is the same; the name changed.

What Arab directors need to know: for a director based in the UAE, Saudi Arabia, or Kuwait, the confirmation statement is just as mandatory as it is for a UK-resident director. There is no exemption for non-resident directors, no extension for overseas addresses, and no notification system that alerts you when you are about to miss the deadline. A calendar reminder set annually, or a compliance service that tracks it for you, is the only reliable protection against an inadvertent strike-off.