As of today, annual returns are a thing of the past for UK companies and limited liability partnerships (LLPs). Instead, they will now need to file a confirmation statement. Like an annual return, a confirmation statement is used to update Companies House records, but there are some key differences to be aware of.
When do I need to file a confirmation statement?
Companies and LLPs will still need to file a confirmation statement on an annual basis, but there is no set date by which it must be filed. Confirmation statements can instead be filed throughout the year to update the information held at Companies House.
No more than 12 months must elapse between each statement being filed, and the first confirmation statement needs to be sent less than a year after the date of the last filed annual return.
What are the new forms like?
The new forms for the confirmation statement (CS01) are available on Companies House website. The basic statement is just two pages long and includes details of the company number, company name and confirmation date. This can be supported by a 62-page supplement that will update Companies House on important changes made affecting a company, including:
- Shareholder information.
- Statement of capital.
- Standard industrial classification code.
- Trading statement of the shares.
- Director details.
- Information relating to pensions with significant control.
In years in which there are no changes, the simple two page form can be submitted. In the first year, and in any year in which there are significant changes, companies will need to complete and file the more complicated supplement, together with the basic statement.
What about persons with significant control?
Information about persons with significant control (PSC) will need to be included when submitting the first confirmation statement. Many companies will have already generated the PSC statutory registers that contain this information as this has been required since 6 April 2016. However, the requirement to include the PSC information in the confirmation statement is still likely to cause some confusion and generate further enquiries to Companies House.
Do I notify all changes by way of the confirmation statement?
No. Any changes to a company’s officers, registered office address or single alternative inspection location should be altered using the appropriate form but they can be filed at the same time as the confirmation statement, if not filed already.
What detail regarding share capital is now required?
A statement of capital is included in the confirmation statement that requires details of (i) the total number of shares of the company (ii) the aggregate nominal value of those shares and (iii) the aggregate amount (if any) unpaid on those shares (whether on account of nominal value or premium).
And, for each class of shares, the following information is required:
- Prescribed particulars of the rights attached to the shares.
- Total number of shares of that class.
- Aggregate nominal value of shares of that class.
Has the cost changed?
No, the fee for the confirmation statement will be the same as the annual return: £13 when filed online or £40 when filed on paper. The fee covers a 12-month period and, during those 12 months, you can file as many confirmation statements as you want without having to pay again.
Will there still be a grace period for filing?
Yes, but the 28-day grace period for annual returns has been reduced to 14 days.
Does this impact new incorporations?
Companies and LLPs formed after 30 June 2016 will need to include information about any initial PSC and the statement of share capital (as above). As such, forms IN01 and LLIN01 have also been updated for use after 30 June 2016.
Please note that, whereas the internal PSC statutory register and the confirmation statement allow the company to use a holding statement while reasonable endeavours are being used to identify any PSCs, the new incorporation forms do not.
To form a new company, there is a simple statement in Part 5 of form IN01 to the effect that either (i) on incorporation there will be someone who will count as a PSC or (ii) the company knows or has reason to believe that there will be no PSC in relation to the company. If there is a PSC, all of the registrable information relating to the PSC must be provided in form IN01. In some cases this information can be complicated, which may cause a delay in relation to new incorporations.
