Quick summary
Yes. A confirmation statement is due every year whether or not anything has changed, and "no changes" is a valid thing to confirm rather than a reason to skip it. The filing itself takes a few minutes and costs £50. Not filing is one of the most common routes into strike-off proceedings for small residential companies.
This is the single most common misunderstanding in self-managed buildings, and it is an entirely reasonable one to have. The filing is called a confirmation statement. Nothing has happened. There is, on the face of it, nothing to confirm.
But the confirmation is the point. Companies House is not asking what changed. It is asking you to confirm that what it holds is still right.
Silence is not an answer
If you file nothing, Companies House does not read that as "nothing changed". It reads it as an overdue filing, and eventually as a company that may no longer be carrying on business.
That second reading is the dangerous one for a building, because the remedy Companies House reaches for is strike-off, and a struck-off company cannot own a freehold. We set out how that sequence runs in can a company be struck off for an overdue confirmation statement.
The quiet years are exactly when this happens. A building with a stable board and no sales has nothing to prompt anyone, so the date passes unnoticed for two or three years running.
The five-minute version
For a year where genuinely nothing has moved:
- Check the four things on the Companies House record: directors, registered office, PSCs, and the shareholder information.
- Confirm the registered email address is still an inbox somebody reads. This is the one that quietly goes stale, usually when a director moves out.
- Check every director's identity verification status and have their personal codes to hand. This can stop you even in a year with no other changes.
- Confirm the lawful purpose statement.
- Pay the £50 and submit.
Steps 2 and 3 are where "nothing has changed" turns out to be untrue more often than people expect.
"Nothing changed" is worth testing
Before you tick it, check the things that change without anyone announcing them:
- Has any flat been sold? The share should have moved on the register of members, whether or not anyone told the board.
- Has a director moved out of the building but stayed on the record?
- Is the registered office still an address the company can receive post at? See moving the registered office.
- Has anyone's service address changed?
A building that believes nothing has changed and finds one of these is far better off finding it now, in a calm year, than during somebody's sale.
Dormant is not exempt
A company with no bank account, no income and no activity still files a confirmation statement. Dormancy is a concept for accounts, not for the confirmation statement, and it does not switch the obligation off. We have written about the wider version of this in is your company really dormant.
Frequently asked questions
Do I have to file a confirmation statement if nothing has changed?
Yes. The statement is due every year regardless. Confirming that the existing information is still correct is exactly what the filing is for, and there is no exemption for a year with no changes.
Does a dormant company file a confirmation statement?
Yes. Dormancy affects what accounts a company files, not whether it files a confirmation statement. A dormant residential management company has the same annual obligation as an active one.
What happens if we skip a year because nothing happened?
The statement becomes overdue on the public record. Companies House sends reminders to the registered office, and continued failure to file is a standard route into compulsory strike-off proceedings, which for a freehold company puts every sale in the building at risk.