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Confirmation Statement replaces Company Annual Return from 1st July

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From 1st July 2016 the Company Annual Return that needs to be made to Companies House has been replaced by the Confirmation Statement. The change was made by the Small Business, Enterprise and Employment Act 2015. The Confirmation Statement will be due on the date that the Annual Return would have been due.

The Practicalities

The Confirmation Statement can either be filed as a paper form CS01, a filing fee of £40 applies, or via WebFiling for the reduced fee of £13. The Confirmation Statement requires confirmation that all information required to be delivered by the company to the Registrar of Companies during the previous year has been delivered or, as regards some information, is delivered with the Confirmation Statement.

Paper filing

There is a two page form containing the ‘Confirmation Statement ‘ and a separate form of some 62 pages for updating information, which can only be done as regards:

  • SIC code.
  • Statement of Capital
  • Shareholder changes since any last notification to Companies House.
  • Persons with Significant Control (PSC) including:
    • All their details if available and
    • Where the Company has not yet obtained all relevant details, the status of its investigations into its PSCs.

The law requires the statements about PSCs to be made with specific wording. Form CS01provides multiple choices and tick boxes. The various forms of wording required for the register can be found in Schedule 2 of The Register of People with Significant Control Regulations 2016.

Webfiling

The alternative Webfiling system is straightforward to use. It is very similar to completing the Annual Return, although the look is slightly different.

The suggested time for completion is 10 minutes, and provided that you have all of the relevant information to hand, in particular the PSC information, then it is a quick process.  The first page contains the following headings:

  • People with significant control
  • Registered office address
  • Registers (where they are held)
  • Standard Industrial Classification (SIC)
  • Share capital

Each heading can be opened up individually. The PSC information, SIC and Share Capital are the only sections that can be amended with the Confirmation Statement. The other sections; Officer details , Registered Office and Registers just show the information held at Companies House and ask that it be confirmed. If that information is incorrect the Confirmation Form cannot be completed and the Company will need to notify Companies House of the change separately.

It is possible to save and return to a part completed Confirmation Statement later. The option for this is on the bottom right side of each page. When returning there are two options: to continue with the Confirmation Statement or to delete it. After choosing either option, click on ‘Submit’.  This is somewhat misleading as you are not actually submitting the Confirmation Statement, just submitting your selection to continue or delete.

The real ‘submit’ button for the completed Confirmation Statement will become available once the ‘Confirmation Statement’ is ticked. WebFiling will then proceed to payment.

An Exception to providing PSC details as part of the Confirmation Statement

As of 30 June 2016 private limited companies can choose to keep their PSC register at Companies House rather than at the registered office (or alternative address where they hold such information). In those circumstances more information about their PSCs is easily available to the public –they can see it online rather than having to ask the Company to provide it—and the Company must update the record at Companies House in real time as necessary (i.e. it must update the information contained in the public PSC register as soon as it would have done had it kept the PSC register at the registered office address). If they do that they do not need to provide PSC information in the Confirmations Statement.

Time Considerations

Whilst most of the information for the Confirmation Statement is easy to ascertain, particular consideration should be given to the PSC register.

Since 6 April 2016 it has been a requirement for all un-quoted companies, (also LLPs and Societas Europaea) to keep a register of Persons with Significant Control. Unless the Company has opted to hold its PSC register at Companies House, all that information needs to be included in the first Confirmation Statement.

The PSC register must not be blank at any time; if it does not contain full, approved, details of every PSC it must contain the exact wording required by the Regulations as to the status of the investigations being undertaken by a company to establish the identity of any possible PSC.

If a company’s share structure is at all complex it may take a substantial time to create a complete and accurate PSC register-the guidance produced by Companies House is some 85 pages long, with additional statutory guidance on the meaning of ‘significant control’. The time for filing the Confirmation Statement following its due date is only 14 days. That could be difficult to adhere to if no prior thought has been given to the PSC Register. It is a criminal offence not to file the PSC information on time with the Confirmation Statement.

It is also worth bearing in mind that unlike the Annual Return it is not possible to update some statutory information at the same time as submitting the Confirmation Statement, i.e. the Registered Office, Officer Details and the place where the company keeps its publicly available registers. As a result the company should ensure that Companies House has the correct information before someone starts to work on the Confirmation Statement.

ENDS

This is for information purposes only and is no substitute for, and should not be interpreted as, legal advice.  All content was correct at the time of publishing and we cannot be held responsible for any changes that may invalidate this article.