Confirmation Statements - what you need to know in a nutshell

From 30 June 2016, the Annual Return (or Companies House Form AR01) has been replaced by the Confirmation Statement (or Companies House Form CS01).

Companies whose annual return period ended on 29 June 2016 or earlier still need to file an Annual Return and have 28 days from the day of the end of their annual return period to do so, but companies whose annual return period ended on 30 June 2016 or later now need to file a Confirmation Statement.

Like the Annual Return, the Confirmation Statement must be delivered by the company at least once a year. But unlike the Annual Return, the company may choose to submit a Confirmation Statement more than once in a 12 month period.

New terminology to bear in mind

Confirmation Date: the date at which the company is confirming that all the required information on record at Companies House is up to date.

Confirmation Period: (a) in relation to the company's first confirmation statement, the period beginning with the day of the company's incorporation and ending with the confirmation date; and (b) in relation to any other confirmation statement of the company, the period beginning with the day after the confirmation date of the last confirmation statement and ending with the confirmation date of the confirmation statement concerned.

Relevant Event: an event in the life of the company that Companies House must be notified about of:
(a) any change of registered office address;
(b) appointment, resignation, or change in the particulars of a director;
(c) appointment, resignation, or change in the particulars of a company secretary (if any);
(d) change of the SAIL address at which any company records (statutory registers) are kept;
(e) if a company elects to keep its statutory registers at Companies House, any change in information which would ordinarily be entered in the statutory registers of the company.

The company must during the year notify Companies House about a Relevant Event within a specified period of time, usually 14 days.

Review Period: a 12 month period beginning with (a) the day of the company’s incorporation or (b) the day after the last review period, as appropriate.

Example showing how these terms are used:

If a company was incorporated on 1 July 2016, its Review Period is 1 July 2016 to 30 June 2017. Unless the company files a Confirmation Statement early, its first Confirmation Date will be 30 June 2017 and it must file the Confirmation Statement by 14 July 2017. In this scenario the Review Period and the Confirmation Period are the same.

If the company files (on 6 January 2017) a Confirmation Statement with Confirmation Date 31 December 2016, its Confirmation Period will be 1 July 2016 to 31 December 2016. The company’s next Review Period will be 1 January 2017 to 31 December 2017.

What else is new?

The confirmation statement must be filed within 14 days after the end of the Review Period, so you have a shorter timescale in which to make the filing.

The first Confirmation Statement the company will need to file together with a supplemental form which must contain information about people with significant control over the company (see our client guide on this subject here). If all other information is up to date, the company does not need to provide it again at this stage.

After the first Confirmation Statement, the company can file a simple form if all information it is required to confirm is up to date at Companies House.

Changes which need to be notified to Companies House at the time of making a confirmation statement (if not already notified):

(a) any change in the company’s principal business activities (the SIC code);
(b) any change in the statement of capital of the company but you no longer need to specify the amount paid on each share;
(c) any change in the trading status of the company’s shares (or if the company’s shares become listed);
(d) any change in the shareholder information; and
(e) any change in the people with significant control over the company.

These are different from the Relevant Events in a sense that they do not need to be notified to Companies House straight away and can be notified at the time of making the next Confirmation Statement. So although the company does not need to notify Companies House about these straight away, it may choose to do so.

However, if the company elected to keep its statutory registers at Companies House, any changes which need to be recorded in such registers will fall within the definition of the Relevant Event and will need to be notified to Companies House straight away.

For the purpose of making a confirmation statement, the company may assume that any information has been properly delivered to Companies House if it has been delivered within the period of 5 days ending with the date on which the statement is delivered. But this does not apply in a case where the company has received notice from Companies House that such information has not been properly delivered. It is therefore worth making sure that all necessary filings are made promptly and correctly.

What hasn’t changed?

The way you make the filings – you can still make them online or in paper form.

Companies House fees - £13 pounds if filing online and £40 if filing in paper form.

Questions?
Please contact Georgina Fraser.