Starting 30 June 2016, companies in the UK were required to submit a confirmation statement to Companies House. Since 30 June 2016, annual returns have been replaced by a confirmation statement which encompasses similar information along with additional details with regards to ‘Persons with Significant Control’ (PSC). This change will have an effect on all limited liability partnerships (LLP’s) and private limited companies registered in the UK. These amendments require companies to send a confirmation statement to Companies House once every 12 months to make sure information about their business is correct and upto date; this has to be done even if a company is dormant.
A confirmation statement is similar to an annual return but it intends to simplify completion. The additional information aims to substantiate that essential company data recorded at Companies House is accurate. Subsequently, in contrast to an annual return where full information needs to be shared each year, with confirmation statement the details only need to be submitted just once. On the confirmation statements, it is enough to just confirm if data is similar or there are any updates.
It’s a criminal offence to not file the confirmation statement within 14 days of the end of the review period. If a company doesn’t do this within time, the Companies House may put on trial the company and its officers.
Defining ‘persons with significant control’ (PSC)
As stated earlier, all companies and LLPs in the UK will now have to keep a register of people with significant control within an organisation. This is in contrast with the prior requirement to keep records only of legal owners. The purpose of this new rule is to improve transparency by identifying owners and decision makers within a company. This aims to tackle money laundering and other unlawful activities, thereby improving corporate behaviour. “Persons with significant control’ will include individuals who directly or indirectly are entitled to:
- holding in excess of 25% of issued share capital or voting rights
- having the right to appoint or dismiss most directors
- ability to exercise noteworthy influence or control within an organisation
It is a legal responsibility of the person to keep an up-to-date register with regards to any change with the organisation (new company director or secretary). Failure to do so is violate of legislative duties and is considered an offence, potentially risking a fine or prison sentence for in charge people.
Categories of PSC
There are 3 types of entities that must be entered into a company’s PSC register. These categories are individual person, registrable relevant legal entity (RLE), and other registrable person. The following information must be provided about each:
- For an individual person with significant control:
- Date when an individual became a registrable person
- Individual’s name, country of residence and nationality
- Individual’s service address
- Individuals’ usual residential address, along with full date of birth
- Their nature of control over the company
- For a registrable relevant legal entity (RLE):
- Date a person becomes a registrable RLE
- Corporate name and address
- Nature of their control in the company
- Place where the RLE was registered (if applicable)
- Legal form of the corporate body
- Governing law under which the RLE was registered
- RLE’s registration number (if applicable)
- For another registrable person (this covers a corporation sole or local authority):
- Name and principal office
- Legal form of a person and the law by which they’re governed
- Date on which a person became a registrable person
- Nature on control over the company
Difference between confirmation statements and annual returns
As the annual return, the confirmation statement serves the similar purpose of providing upto date information on the public register. However, in contrast to an annual return, companies are now only required to state and inform changes to the information held by Companies House, while, earlier an annual return required companies to re-confirm each individual piece of information. Because of these reasons, a confirmation statement is less complicated than an annual return – companies will not be required to enter formerly filed information which has not undergone amendment in the last 12 months. A confirmation statement permits a person to merely check a box to affirm that records held at public register are still accurate and latest.
Information required completing a confirmation statement
While completing a confirmation statement, the important information which companies will be required to check and confirm includes:
- Address of a single alternative inspection (SAIL), if appropriate
- List of Directors and their respective details together with residential addresses
- List of shareholders of the company
- Company’s registered office address
- Trade classification codes (SIC codes)
- Share capital and share transferred all through the confirmation periods
- Information about PSCs
Preparing and Filing a confirmation statement
A confirmation statement can be filed via WebFiling or software filing systems (online mode) or by completing a paper form CS01 (needs to be sent by post). The information currently held on the register for a company can be verified by accessing the company’s entry on the register by means of online services (WebCHeck, Companies House Service (CHS), or Companies House Direct (CHD). After the information has been verified, the same can be sent by post – at this stage any changes to the SIC codes, or shareholder information can be reported. However, companies will not be able to use the confirmation statement to report alteration to the company’s officers, or the address where records are kept. A confirmation statement must be filed once in 12 months; even if there have been no alterations in the company information since the most recent annual return was filed. At the same time, Companies House permits to file the statement upto 14 days after the due date; failing to deliver it can result in fines of upto £5,000. A company can opt to receive an e-mail alert or reminder by post to the company’s office informing about the due date of a confirmation statement.
A confirmation statement can either be filed online or by post. It costs £13.0 when done online, and £40 when filed by post. However, in contrast to the annual return, this fee is due only once a year; irrespective of how many confirmation statements have been filed within a 12 month period.
Determining the review period
For a new company, the review period begins from the date of incorporation and ends twelve months afterwards. For existing companies, the review period is a 12 month period starting from the day after the last review period. For example, if a company was incorporated on 1 January 2017, its initial review period will end on 31 December 2017. The company’s next review period starts from the following day i.e. 1 January 2018, and will end on 31 December 2018. A confirmation statement should be delivered inside 14 days of the end of the review period. In contract to an annual return, this is a shorter period (28 days were allowed for an annual return).
Important key words
Confirmation date – The date on which a company confirms all the upto date required information. This date must be no later than 12 months from the last confirmation date.
Confirmation period – This period commences with the day following the confirmation date of the previous confirmation statement and ending with the confirmation date of the next confirmation statement
Confirmation statement – A statement, replacing the annual report, that needs to be delivered at least once a year. The statement authenticates all information needed to be delivered by the company for a given confirmation period under Section 853A (2).
Review period – The time period of 12 months beginning (a) when the company was first incorporated or (ii) the day after the last review period, as appropriate
People with significant control (PSC) – People who have eventual control or ownership of a company and it sets out the conditions that must be met by a person to be a PSC