Confirmation statements and other filing changes: are you ready?

​The confirmation statement will replace the annual return from 30 June 2016. Filing a confirmation statement will also trigger the requirement for existing companies and LLPs to send the information in their PSC registers to Companies House for the first time.

The confirmation statement is just one of several filing changes that take effect from 30 June. Other changes include giving private companies and LLPs the option to maintain certain of their statutory registers at Companies House and simplifying requirements for statements of capital.

Background

The Small Business, Enterprise and Employment Act 2015 (the Act) contains a number of provisions which are intended to improve and simplify the current requirements for companies and LLPs to file certain information with the Registrar of Companies.

The Act received royal assent on 26 March 2015 and its provisions are scheduled to come into force in stages. The provisions on people with significant control (PSCs) came into force on 06 April 2016 and this latest raft of changes will take effect on 30 June 2016.

Confirmation statement

What is it?

Despite the change of name, the confirmation statement (CS01 for companies and LLCS01 for LLPs) serves a very similar purpose to its predecessor, the annual return – i.e. to confirm at least once a year that the information held by Companies House is correct for the relevant company or LLP. A confirmation statement must be filed even if the company or LLP is dormant.

The replacement of the annual return with a confirmation statement is intended to avoid companies having to complete a paper annual return with information that has already been submitted to Companies House. This has proved particularly tiresome for smaller companies where changes to registered details rarely, and sometimes never, occur.

Under the new system, companies and LLPs should not have to resubmit information that has already been filed, but will simply complete a declaration that all information required to be delivered during the relevant period has been delivered or is being delivered with the confirmation statement. As such, if changes have taken place without Companies House having been notified, the details of these changes should be submitted at the same time as the confirmation statement.

In practice, many companies and LLPs already file their annual return online, which means that they are simply confirming the pre-populated information on the annual return. For these companies and LLPs, the switch to a confirmation statement will, subject to the differences in content and timing outlined below, make little practical difference.

Companies House has issued guidance on the confirmation statement for both companies and LLPs.

What does the confirmation statement cover?

The confirmation statement will largely cover the same information as the annual return. In order to make the necessary confirmation, companies and LLPs should check the Companies House records to ensure that the Registrar has been notified of all:

• changes to the registered office
• changes to officer appointments
• change of location of statutory registers, and
• obligations arising due to a decision to keep statutory registers on the central register at Companies House rather than maintaining them at the registered office (see below).

Updates to this information cannot be made by using the confirmation statement, but will have to be notified to Companies House on the appropriate form at the same time as the confirmation statement is submitted.

In addition, if there has been a change to any of the following information during the relevant confirmation period, then notice of this change must be given by providing the updated information with the confirmation statement (using the Additional Information pages attached to the confirmation statement):

• the company’s principal business activities or Standard Industrial Classification code
• the company’s last statement of capital
• the trading status of the company’s shares
• shareholder information, and
• information in the company’s or LLP’s PSC register.

The inclusion of PSC information in a confirmation statement is one of the major differences between an annual return and a confirmation statement. Most UK incorporated companies and LLPs have been required to keep a PSC register from 06 April 2016. All information in that PSC register must be sent to Companies House with the company’s or LLP’s first confirmation statement submitted after 30 June 2016. That information will, therefore, be visible on the public register for the first time. Future confirmation statements will only have to include PSC information where there has been a change from the information filed in the previous statement.

When does the confirmation statement have to be filed?

The confirmation statement only replaces the annual return with effect from 30 June 2016. Annual returns have a "made up to" date which is the date that the information in the return is correct at. This date is usually the anniversary of incorporation or the anniversary of the last annual return filed at Companies House.

If the made up to date of a company’s or LLP’s annual return is on or before 29 June 2016, that company or LLP will still submit an annual return in the usual way and will not be required to file a confirmation statement until 12 months later. There is currently a 28 day grace period for filing annual returns so the latest date that any annual return should be filed at Companies House is 27 July 2016.

If the made up date of an annual return is on or after 30 June 2016, then this becomes the “confirmation date” and a confirmation statement must be filed instead of the annual return. An important difference between the annual return and the confirmation statement is that there is only a 14 day grace period for filing a confirmation statement. It is a criminal offence to not file the confirmation statement within that 14 day period.

All companies and LLPs must make a confirmation statement at least once per year, even if there have been no changes within that period. This means that once the first confirmation statement has been made, the next one will be due within a 12 month period starting with the day after the date of the first confirmation statement (known as the “review period”.) Each subsequent confirmation statement must, therefore, be delivered within 14 days of the end of the relevant review period. For newly incorporated companies and LLPs, the review period will be 12 months starting from the date of incorporation.

Whilst annual returns had fixed filing dates, the confirmation statement provides for more flexibility as companies and LLPs can make a confirmation statement at any time during the 12 months review period. For example, if a company is required to make a filing concerning a change in a director’s details, it will also have the option to file a confirmation statement at the same time. The period covered by a specific confirmation statement is known as the “confirmation period.” A confirmation period can be shorter than the review period, but it cannot exceed the review period - ie it cannot be longer than 12 months. If a company makes a confirmation statement earlier than required, its next review period will start the day after the date of that confirmation statement.

How much does it cost to file a confirmation statement?

The annual fee for a confirmation statement is £13 when filed electronically and £40 when a paper statement is filed.
The filing fee is only payable once a year and will be due with the first confirmation statement filed for each twelve month period. A company or LLP can, therefore, file any number of additional confirmation statements within that period without having to pay another fee.

Newly incorporated companies and LLPs

From 30 June 2016 onwards, anyone seeking to incorporate a new company or LLP will have to file a “statement of initial significant control” at Companies House alongside the other usual incorporation documents. This filing will include particulars relating to any person who will be a registrable PSC or relevant legal entity of the company on incorporation. If there is no registrable PSC or legal entity, then a statement to this effect should be made instead.

The statement of initial significant control will be included in a revised form - IN01 for companies and LLIN01 for LLPs - which is filed at Companies House on incorporation. This form should not be used, however, if any individual PSC is applying for protection from having their details disclosed on the public register. In those circumstances Companies House should be contacted to obtain a separate form.

The revised incorporation forms also take account of the changes to company registers and statements of capital, as detailed below.

Company registers

From 30 June 2016, private companies will be able to elect to keep certain information on the public register at Companies House rather than keeping and maintaining this information at their registered office (or at a Single Alternative Inspection Location). This election will apply to any of the following registers:

• members
• directors
• secretaries
• directors’ usual residential addresses
• PSC register

(For LLPs, the election will apply to the register of members and members’ usual residential addresses.)

Where a company exercises this option it must ensure that all information on the public register is up to date (and confirm that this is the case in its confirmation statement.) Also, to ensure that the same information is available on the public register as would have been available in the company’s own books, the addresses of members will be made available on the public register for the first time and the public will be able to see some information which would not otherwise be available for public inspection (e.g. the full date of birth for directors and PSCs.) Information which is not currently available for public inspection on either the public or the company register (e.g. directors’ and PSCs’ residential addresses) will not be made publicly available.

As more personal information will be visible to the public if a company makes this election than would otherwise be the case, a unanimous decision of the company’s members will be required before the company can exercise the option not to maintain its own register of members. As a similar safeguard, persons entered on the PSC register will also have the opportunity to object to the company’s decision not to maintain that register.

During any period that a company has elected to keep information on the public register, it will not be required to update its private register of members nor the PSC register. It must, however, still keep these historic registers, which should state accurately the membership or PSC position immediately before the election took place. There is no similar obligation to keep a historic record of any of the other registers.

Statement of capital

From 30 June 2016, the requirement to list the amount unpaid and paid up on each share in a statement of capital is replaced with a requirement to state the aggregate amount unpaid (whether by way of nominal value or premium) on the total number of shares.