All UK limited companies, large and small, have been required to file an Annual Return (AR01) with Companies House at a set point each year.
From 30th June 2016, as part of the Small Business Enterprise and Employment Act 2015, the Annual Return was replaced with a new document called a ‘Confirmation Statement’.
Like its predecessor the Annual Return, the Confirmation Statement is a snapshot of information about a company which must be provided once per year. Most of the information provided is placed on the public record by Companies House.
Here’s everything that limited company directors need to know about the Confirmation Statement:
Who has to file a Confirmation Statement?
There are no changes to the rules of who must file. If you have previously filed an Annual Return you will now be required to file a Confirmation Statement.
All UK companies limited by shares or limited by guarantee (Ltd or Limited), limited liability partnerships (LLPs), community interest companies (CICs), public limited companies and unlimited companies must submit a Confirmation Statement each year.
Whether a company is dormant or active it must still file a Confirmation Statement.
Sole traders and ordinary partnerships are not required to file a Confirmation Statement.
Tip: The Confirmation Statement is a different document to the annual accounts. Both must be filed each year.
How is the Confirmation Statement different to the Annual Return?
The intent behind the new legislation is simplification. For many small businesses the information provided each year doesn’t change. With the new Confirmation Statement you are able to indicate that there are no changes rather than re-confirming each individual piece of information.
However, it’s not all simple! New legislation has been introduced requiring every limited company to maintain details of Persons with Significant Control (PSC). Limited companies must create a PSC register which includes details of individuals who:
- Holds more than 25% of the company’s shares;
- Controls more than 25% of the company’s voting rights;
- Has a right to appoint or remove a majority of the board of directors;
- Can exert significant influence or control over the company; or
- Can exert significant influence or control over a related trust or partnership
This new PSC register is incorporated in the new Confirmation Statement filed with Companies House.
Tip: It will not be possible to successfully file a Confirmation Statement without including details of your Persons with Significant Control.
What information must you provide in a Confirmation Statement?
If there are changes to any of the following, you must report these alongside the Confirmation Statement itself:
- The company’s registered office address
- Trade classification codes (known as SIC codes)
- Directors and their details (including their residential addresses)
- Company secretary details (if applicable)
- List of shareholders and their share ownership
- Share capital
- Share transfers in the confirmation period
- The location of any Single Alternative Inspection Location (SAIL)
- Where each statutory register is kept (if the company uses a SAIL)
- Whether any of the company’s shares are admitted to a public trading market
- Persons with Significant Control information
Most of the information required is the same as the Annual Return so the list above should be familiar to most companies.
Tip: Some of the information listed above must be submitted to Companies House at the time of change, e.g. changes to a company’s registered office or company directors.
When do I need to file a Confirmation Statement?
Annual Returns had a “made up to” date. This was the date the information in the return was correct at, not necessarily the date it was filed. The “made up to” date has now been replaced by the “confirmation date”.
This is the date that Companies House expects the information supplied on the Confirmation Statement to be correct. So a company’s next made up to date becomes the next confirmation date.
If your company was recently incorporated your next confirmation date will be 12 months after the date of incorporation.
You have 14 days from the confirmation date to submit your filing (this used to be 28 days for an annual return).
How do I file a Confirmation Statement?
The vast majority of Annual Returns were filed electronically. The same is expected with Confirmation Statements (although there are some cases where, due to restrictions in Companies House’s systems, electronic filing will not be allowed). It is possible to file a Confirmation Statement on paper using a Companies House CS01 form.
There are a number of choices for electronic filing including Companies House WebFiling and a range of third-party software solutions.
How much does it cost to file a Confirmation Statement?
Companies House charge a fee for filing a Confirmation Statement. If you file it online it costs £13, or a paper filing is £40. No VAT is applicable.
Only one fee is due any 12-month period, so it is possible for a company to file more than one confirmation statements for a single fee. This may be useful, for example, if the company has a number of share transactions in a year and wants the public register to be up to date each time.
This guide was written for Bytestart readers by Henry Catchpole. Henry is CEO of Inform Direct – an award-winning Company Secretarial Software provider.