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The annual confirmation statement (Companies House form CS01) is a filing requirement that was introduced on 30th June 2016 and replaces the Annual Return. It confirms that all information required to be delivered by the company for a given ‘confirmation period’ under s853A (2) of the Companies Act 2006 has either been delivered, or is being delivered with the confirmation statement. The ‘confirmation period’ is the period beginning with the day after the confirmation date of the previous confirmation statement (or the day of the company’s incorporation, as appropriate) and ending with the confirmation date of the next confirmation statement. In other words, it must reach Companies House no later than 14 days after the confirmation date which is the date at which the company is confirming all the required information is up to date. This must be no later than 12 months after the last confirmation date.

The requirement to file a confirmation statement applies to all companies, (including small companies such as flat management companies) and company directors, company secretaries and designated LLP members are all legally responsible for ensuring a confirmation statement is delivered to Companies House, (either online or by post), each year. This includes any business that is dormant.

Non-compliance carries some serious consequences such as the Registrar assuming that the company is not carrying on business or in operation and will proceed to strike it off the Companies Register. When strike off is completed then the company will no longer exist and its assets will become the property of the Crown.

The Confirmation Statement is more straightforward than the Annual Return in that there is no need to enter previously filed information if there have not been any changes in the past 12 months. Just ‘check and confirm’ that the information registered at Companies House is accurate and up to date, which will include the following:

  1. Company name and registration number;
  2. Registered office address;
  3. Single alternative inspection location (SAIL address);
  4. Location of the company’s statutory registers (i.e. registered office or SAIL address);
  5. Information about each director:
    a) Full name;
    b) Former names used for business purposes within the past 20 years;
    c) Usual residential address;
    d) Service address;
    e) Date of birth;
    f) Nationality;
    g) Occupation;
  6. Information about each company secretary (if applicable):
    a) Name;
    b) Former names;
    c) Service address;
  7. Principal business activities (Standard Industrial Classification (SIC) codes);
  8. Name of each shareholder
  9. Shares held by each shareholder – class, quantity, and details of any transfers
  10. Statement of capital:
    a) total number of shares of the company;
    b) aggregate nominal value of those shares;
    c) aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium);
  11. For each class of shares:
    a) Prescribed particulars of the rights attached to the shares;
    b) Total number of shares of that class;
    c) Aggregate nominal value of shares of that class;
    d) Trading status of shares.
  12. Information about people with significant control (PSCs)
    a) Name;
    b) Month and year of birth;
    c) Nationality;
    d) Country, state or part of the UK where the PSC usually lives;
    e) Service address;
    f) Usual residential address (which must not be disclosed when making the register available for inspection or providing copies of the PSC register);
    g) Date he or she became a PSC in relation to the company (for existing companies the 6 April 2016 should be used);
    h) Which conditions for being a PSC are met.

Making Changes

Certain changes can be made to company data via the confirmation statement, just like the previous annual return. This information includes:

  1. SIC codes;
  2. Shareholder details;
  3. Shares;
  4. People with significant Control.

All other information, such as amendments to officer’s details and the registered office, must be reported separately using the relevant Companies House form. You can file these forms and update the required information prior to, or at the same time as, filing your confirmation statement.

PEOPLE WITH SIGNIFICANT CONTROL

Companies registered before June 30th 2016 will have to include information about People with Significant Control (PSCs) in their first confirmation statement. The need for all companies to keep a PSC register at their registered office or alternative inspection location was introduced on 6th April 2016. Companies registered on or after June 30th will provide PSC information on their incorporation application form. This information should then be updated or confirmed annually when filing a confirmation statement.

You will be a registerable PSC if you meet one or more of the following conditions:

  1. You hold, directly or indirectly, more than 25% of the shares in the company;
  2. You hold, directly or indirectly, more than 25% of the voting rights in the company;
  3. You hold the right, directly or indirectly, to appoint or remove a majority of directors of the
    company;
  4. You have the right to exercise, or actually exercise, significant influence or control over
    the company;
  5. You have the right to exercise, or actually exercise, significant control or influence over
    the activities of a trust or firm that, in each case, does not have legal personality under its
    governing law, where the trustees or members of that trust or firm meet any of conditions
    one to four (in their capacity as such) in relation to the company, or would do so if they
    were individuals.

 

 

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