The annual confirmation statement for a UK limited company looks routine on the surface and has done so for years. Underneath, ECCTA 2023 has reshaped what every confirmation statement now contains, with four operational changes phased in across 2024 to 2026. None of them is dramatic individually; together they have made the confirmation statement the central operational gate through which a UK limited company interacts with Companies House each year. This page covers the four changes (registered email address, lawful-purposes statement, appropriate-address rule for the registered office, and the personal-code gate from 18 November 2025 identity verification) plus the post-May-2024 fee schedule and the maximum financial penalty for missed filings.

Verification timestamp for the operative state in this page: 25 May 2026, checked against changestoukcompanylaw.campaign.gov.uk/confirmation-statement-changes, the gov.uk confirmation-statement guidance, and the Companies House fee publication. The position should be re-checked at the point of any filing because the rollout has continued into 2026 and the fee schedule has moved during the post-ECCTA period.

The four operational changes at a glance

  1. Registered email address. From 4 March 2024 all new companies must provide a registered email address at incorporation. From 5 March 2024 onwards all existing companies must provide a registered email address at their next confirmation statement filing. Companies House uses the email for company-to-registrar correspondence; it is not published on the public register.
  2. Lawful-purposes statement. From 5 March 2024 onwards all confirmation statements must include a positive declaration that the intended future activities of the company will be lawful. The declaration is a per-year obligation; it does not carry over from a prior year.
  3. Appropriate-address rule for the registered office. The registered office must be an appropriate address (capable of receiving and acknowledging service of documents). PO-box-only addresses and pure unstaffed mail-forwarding addresses do not qualify; staffed business addresses with managed reception do.
  4. Personal-code gate at filing. From 18 November 2025 the Companies House personal code for every in-scope director and PSC must be provided at the confirmation statement filing. Newly appointed directors and PSCs are firmly in scope from that date; existing roles sit in a 12-month transition window ending around November 2026.

The statutory anchor for each change sits in ECCTA 2023 Part 1, organised in twenty-three sections grouped under italic crossheadings (no Chapter structure). The Registered offices crossheading at section 28 amends the Companies Act 2006 section 86 to insert the appropriate-address test. The Registered email addresses crossheading at sections 29 to 30 introduces the email obligation. The Confirmation statements crossheading at sections 59 to 63 carries the lawful-purposes statement and the surrounding confirmation-statement amendments. The Identity verification crossheading at sections 64 to 69 carries the verification regime, with the operative personal-code gate at filing introduced through the connected amendments.

Change 1: the registered email address

Every UK company is now required to maintain a registered email address with Companies House. New companies provide it at incorporation; existing companies provide it at the next confirmation statement filed. The address does not appear on the public register. Companies House uses it for company-to-registrar correspondence (reminder notices, filing acknowledgements, deadline warnings) and the campaign page confirms expressly that it will not be available to the public.

For a landlord LtdCo, the practical question is which email address to provide. Most accountants and company-secretarial firms route the registered email to a monitored firm address (the firm's own confirmation-statement inbox) rather than to the director personally. The advantage is that Companies House notices do not get missed during a director's holiday, illness or change of personal email; the firm sees the notice and actions it on the client's behalf. The disadvantage is one of audit trail: directors should still see what Companies House is communicating to the company, even if the firm is the operational respondent. Most well-run arrangements forward registered-email correspondence to the director as a copy for awareness.

Changing the registered email address is a standalone filing (via the Companies House service) and does not require a confirmation statement to be filed; the company can update at any point.

Change 2: the lawful-purposes statement

From 5 March 2024 onwards, every confirmation statement must include a positive declaration that the intended future activities of the company will be lawful. The Companies House campaign page describes the requirement as confirming that the intended future activities of the company will be lawful; the exact statutory wording sits in the inserted Companies Act 2006 provision arising from ECCTA Part 1 sections 59 to 63 (verify at legislation.gov.uk at the point of any formal advice). On the online filing the declaration is a tick-box equivalent.

The substantive weight of the declaration is heavier than the tick-box appearance suggests. Making a false declaration knowingly or recklessly is an offence under the Companies Act 2006 offence provisions; the false-statement consequence is a separate criminal exposure on top of any underlying regulatory or tax issue. For most landlord SPVs whose lawful business is the operation of a property rental and management portfolio, the declaration is a formality. The cases where the declaration carries real weight are companies that have drifted into adjacent activities (short-let operations that may breach planning, HMO operations that may not have the required licences, property-development activities that have crossed into unlicensed estate-agency or financial-services territory) where the lawfulness of the intended activities is genuinely live.

The lawful-purposes statement is annual, not a one-off declaration at incorporation. It is restated every year on the confirmation statement and the director who certifies the filing is on the hook for the accuracy of the declaration each time.

Change 3: the appropriate-address rule for the registered office

The registered office must be an appropriate address, defined operationally as an address where a document delivered there would be expected to come to the attention of someone acting on behalf of the company AND from which an acknowledgement of receipt can be sent. The rule sits in the inserted Companies Act 2006 section 86 wording (amended by ECCTA Part 1 section 28).

The operational test is whether someone at the address would actually receive and acknowledge a legal document if it were physically delivered. Three categories of address come out of the test cleanly:

  • Qualifies. An accountant's office; a solicitor's office; a staffed company-secretarial agent's office; a managed virtual office with reception staff who sign for and forward post; the company's own trading address if staffed during business hours.
  • Does not qualify. A PO box at a post office; a pure mail-forwarding service that just rents you a postal address without staffed receipt; an empty buy-to-let property; a holiday home that is unoccupied for long periods of the year.
  • Marginal. A residential home address that is occupied during business hours by a family member who would receive and acknowledge a document; a small managed-office space that is sometimes staffed and sometimes not. These cases require judgement and ideally a written confirmation from the address provider that the appropriate-address test is met.

Companies that were using PO-box-only addresses pre-March 2024 had to move during the transition. Most reputable virtual-office providers updated their service offerings in 2023 and 2024 to ensure their basic packages satisfied the test. Cheaper PO-box-style services either upgraded their offering or accepted that their landlord-LtdCo customers would migrate elsewhere.

Change 4: the personal-code gate at filing

The fourth change is the operational integration of the identity-verification regime that became mandatory on 18 November 2025. From that date every newly appointed director and every newly recorded PSC must complete identity verification (via GOV.UK One Login or via an Authorised Corporate Service Provider) BEFORE the appointment or PSC notification can be filed, and the Companies House personal code issued at verification must be quoted at the filing. The confirmation statement is the operational moment where personal codes for existing directors and PSCs are provided to Companies House: at each annual filing the company supplies the personal code for every in-scope individual.

For existing directors and PSCs in place before 18 November 2025, the verification deadline is anchored to the next confirmation statement filed within or after the 12-month transition window that ends around November 2026. In practice this means most active SPVs will run their first post-transition confirmation statement at some point in 2026, with the verification step batched ahead of the filing. Our companion page on the identity-verification regime covers the routes and mechanics; this page focuses on the filing integration.

The operational discipline that works for a multi-SPV landlord portfolio is to verify every natural-person director and PSC once (each receives one personal code), then capture all the codes centrally in the accountant's client file, then quote them across every SPV's confirmation statement as the cycle comes round. A landlord who is director of five SPVs and PSC of all five quotes the same personal code five times across the annual filing cycle; the code does not change SPV to SPV.

The fee schedule and penalty regime

The post-May-2024 fees

The Companies House fee schedule was substantially restructured in May 2024 as part of the funding settlement that supports the registrar's expanded ECCTA role. As at 25 May 2026 the confirmation statement fees per the gov.uk guidance are:

  • £50 for an online filing via the Companies House service.
  • £110 for a paper Form CS01.

The online figure is the operative default for almost every landlord LtdCo; the paper figure applies only where the online service is not used. Verify the current fees at the point of filing because Companies House figures have been moving in the post-ECCTA period and may move again. The canonical schedule sits at gov.uk/government/publications/companies-house-fees.

The penalty regime

Missing the confirmation statement triggers two consequences. First, a financial penalty up to a maximum of £5,000 per missed confirmation statement (per the gov.uk guidance, verified at the writing of this page). Second, the registrar's striking-off power under Companies Act 2006 section 1000 for persistent failure to file.

The escalation runs:

  1. Reminder. Companies House sends a reminder via the registered email and (separately) any nominated authentication-code address shortly before the deadline.
  2. Final reminder. A second reminder issues shortly after the deadline if no filing has been made.
  3. Financial penalty notice. Companies House can issue a penalty notice for missed confirmation statements once the filing is materially overdue; the maximum is £5,000 per filing.
  4. Striking-off proposal. For persistent non-filing (typically two consecutive missed confirmation statements with no response), the registrar issues a strike-off notice under section 1000. The company is dissolved if no action is taken to defend.

For a property-holding LtdCo the striking-off consequence is operationally severe. The company is dissolved; its assets (including the property titles held in the company name at HM Land Registry) vest in bona vacantia. Administrative restoration is available for six years from dissolution, but the period between strike-off and restoration creates serious problems for refinance, lease assignment, and any sale-side transaction. We see landlord clients lose months of operational momentum even when restoration is ultimately successful.

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Worked operational scenario: Halifax Property Holdings Ltd

An anonymised worked example anchors the four changes against an actual filing cycle. Halifax Property Holdings Ltd is a 4-year-old landlord LtdCo holding a 6-property mixed BTL and HMO portfolio in Calderdale. The directors and PSCs are:

  • Mark, sole director, 70% shareholder (sole PSC above the 25% threshold).
  • Mark's wife Aisha, 30% shareholder (also a PSC).
  • Registered office is the accountant's office (a managed business address that satisfies the appropriate-address test).

Annual cadence

  • Confirmation date 1 February (the incorporation anniversary).
  • Filing window closes 15 February (14 days after the confirmation date).
  • Annual filing fee £50 online.

2025 filing (pre-personal-code commencement)

  • Filed 12 February 2025 by the accountant on the company's behalf.
  • Included the new lawful-purposes statement (mandatory since confirmation statements with statement dates on or after 5 March 2024).
  • Registered email already on file from a one-off update made shortly after the 4 March 2024 commencement.
  • Appropriate-address test satisfied because the accountant's office continues to receive and acknowledge documents.
  • No personal codes required because identity verification was still voluntary at this point.

2026 filing (the operative state at the writing of this page)

  • Confirmation date 1 February 2026; filed 12 February 2026 within the 14-day window.
  • Mark and Aisha both provided their personal codes. Both verified identity in December 2025 via GOV.UK One Login; the accountant captured both codes in the client file.
  • Mark's code was quoted twice (as director and as PSC for the 70% shareholding). Aisha's code was quoted once (as PSC for the 30% shareholding).
  • Lawful purposes statement repeated annually (a positive restatement, not a one-off carry-over).
  • Registered email confirmed unchanged.
  • Registered office unchanged; the appropriate-address test continues to be satisfied at the accountant's office.
  • Filing fee £50 online.

What would have triggered earlier action

If Mark had appointed a new director (say, a 25%-plus adult-child shareholder coming into the company as part of a Family Investment Company succession plan) between 18 November 2025 and 1 February 2026, the new director's appointment filing would have been an independent personal-code gate: the new director would have needed to verify identity and provide the personal code at the appointment filing, not at the next confirmation statement. The annual cycle would still have required all three personal codes at the 2026 confirmation statement, but the operational gate would have moved forward to the appointment date.

The confirmation statement is the annual moment where four related obligations now converge for a landlord LtdCo:

  • Identity verification (sections 64 to 69 ECCTA 2023). Personal-code provision via the confirmation statement. See our identity-verification companion page.
  • Abolition of local registers (sections 51 to 52 ECCTA 2023, operative 18 November 2025 for directors, secretaries and PSCs; 26 January 2026 for members). Companies no longer maintain local PSC or director registers; the Companies House central register is now authoritative.
  • Annual accounts filing. Separate annual obligation with its own deadline (9 months after the accounting reference date for private companies). The confirmation statement is not the accounts filing; landlords sometimes conflate the two. The accounts contain the financial statements; the confirmation statement contains the structural information (PSCs, directors, registered office, registered email, lawful-purposes statement).
  • Register of Overseas Entities update. Where the structure includes an overseas-incorporated company that owns UK property, the annual RoE update under ECTEA 2022 section 7 is a separate annual obligation with its own consequences (notably the HMLR disposition block). See our RoE annual-update companion page.

Practical checklist for a landlord LtdCo planning the annual confirmation statement

  1. Diary the confirmation date for each SPV. The first cycle confirmation date is the incorporation anniversary; subsequent cycles run 12 months from the prior confirmation date.
  2. Audit the registered office against the appropriate-address test. If the current address is a PO box or an unstaffed mail-forwarder, change it (ideally to the accountant's office) before the next filing.
  3. Confirm the registered email is current and monitored. If the address rolls to a former accountant or to a director's personal email that has since changed, update it via a standalone filing.
  4. Refresh the lawful-purposes thinking. If the company has changed business direction during the year, reconfirm with the director that the intended future activities remain lawful before ticking the declaration.
  5. Collect personal codes for every director and every PSC in scope of identity verification. Capture centrally in the client file; expect to quote each code annually at the confirmation statement.
  6. File within 14 days of the confirmation date. The £50 online fee is the operative cost; do not slip into the £110 paper fee or, worse, into the missed-filing penalty escalation.
  7. Coordinate across the portfolio. Multi-SPV landlords whose SPVs share confirmation dates will see all the filings concentrated in one window; landlords whose SPVs have scattered confirmation dates run the cycle throughout the year. Plan personal-code collection and lawful-purposes confirmation against whichever pattern applies.