Statutory Filing of the Accounts and the Confirmation Statement
Statutory accounts must be filed with Companies House within 9 months of the accounting reference date. There are strict deadlines imposed for filing them and they are only considered delivered when they are actually received at Companies House in an acceptable format. A reminder is sent every year to the registered office and if deadlines are missed then the company will receive an automatic financial penalty even if the accounts are late by just one day. Even sending the accounts too close to a deadline that expires during a bank holiday will not be acceptable. If there are any reasons for the accounts to be late it might be possible to apply for an extension in writing before the deadline but this will apply only in situations that are beyond the control of the RMC Directors and their professional advisors. If there is persistent failure to file accounts (and several letters will be sent by Companies House giving notice of the failure to file), the company may be struck off the Register of Companies. Once this happens the all the assets of the company will become the property of the Crown and the company will no longer exist. In the case of a RMC the asset will mean the building of which each member owns a flat! Below are some of the reasons that are used in an attempt justify not having to pay a penalty for late or no filing:
- The accounts were delayed or lost in the post;
- The company is dormant;
- The company is in financial difficulties and can’t afford to pay;
- The accounts were received by Companies House on time but were rejected;
- Another director is responsible for preparing the accounts;
- The accountant was ill;
- These are the first accounts;
- The company is not familiar with the filing requirements.
The penalty for missing the filing deadline (for private limited companies) is:
- Up to 1 month £150;
- 1 to 3 months £375;
- 3 to 6 months £750;
- More than 6 months £1,500.
THE ANNUAL CONFIRMATION STATEMENT
The annual confirmation statement (Companies House form CS01) is a filing requirement that was introduced on 30th June 2016 and replaces the Annual Return.
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.
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.
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:
- Company name and registration number;
- Registered office address;
- Single alternative inspection location (SAIL address);
- Location of the company’s statutory registers (i.e. registered office or SAIL address);
- 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;
- Information about each company secretary (if applicable):
b) Former names;
c) Service address;
- Principal business activities (Standard Industrial Classification (SIC) codes);
- Name of each shareholder
- Shares held by each shareholder – class, quantity, and details of any transfers
- 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);
- 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.
- Information about people with significant control (PSCs)
b) Month and year of birth;
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.
Certain changes can be made to company data via the confirmation statement, just like the previous annual return. This information includes:
- SIC codes;
- Shareholder details;
- 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.