Confirmation Statements: Replacing the Annual Return
The Current Position
Currently all limited companies must file annual returns with Companies House. The Annual Return includes details of a company’s officers, registered address, shareholders and share capital. This information is filed annually despite the fact there may have been no changes.
In March 2015, the Small Business, Enterprise and Employment Act 2015 (the “Act”) became law. Section 92 of the Act replaces a company’s duty to file annual returns with an obligation to provide a “confirmation statement”.
The change came into effect on 30 June 2016. Companies are no longer able to file annual returns.
Confirmation statements require companies to confirm either (i) that there have been no relevant changes since their last confirmation statement or (ii) provide details of any changes to the registered office, share capital and other details previously covered by the annual return. If relevant changes have occurred, these details should be submitted alongside the statement.
Confirmation statements have no fixed filing dates. They can be made any time so long as they are made at least once every twelve months. A company can submit more than one a year if it wishes – such as after a company restructure.
The annual due date for submissions has also been reduced from 28 to 14 days from the due date. If you file more than once in a year, the annual due date is reset accordingly. A filing fee is due only once per twelve months. A company can submit as many confirmation statements as it wants for that one fee.
All statements must include details of the company’s Persons with Significant Control register (“PSC Register”) and any changes to it. As the PSC Register and the new Confirmation Statement come into effect concurrently, all companies should submit their PSC Register alongside their first confirmation statement.
The main effect of the change is to impart greater freedom on businesses by allowing them more flexibility over their filing requirements and reducing the current requirement to resubmit information, which can be time-consuming. It also reduces the administrative burden of providing accumulated details for the year.
This new freedom is offset against the reduction in the submission period to 14 days; freedom comes with responsibility.
Companies can now decide when to make their information publically available following a restructure or change instead of waiting for their next annual return to fall due.
Whilst the information which Companies House requires has not changed, its method of delivery has been streamlined. This will reduce the administrative burden and hopefully provide for Companies House to be more up to date.
While great care has been taken in the preparation of the content of this article, it does not purport to be a comprehensive statement of the relevant law and full professional advice should be taken before any action is taken in reliance on any item covered.