From 30 June 2016, the requirement for a company to file an annual return at Companies House will be replaced with a requirement to file a confirmation statement at least once a year. This statement will confirm that all of the information held by Companies House about the company is correct and up to date. The idea is that this will stop needless repetition of information already provided to Companies House.

For most companies, the date they will be required to file their first confirmation statement will be either the first anniversary of their incorporation (if incorporated in the last 12 months) or the anniversary of the date of their last annual return. However, unlike annual returns, there will be no fixed filing date for a confirmation statement. They can be made at any time throughout the year but no longer than 12 months may elapse between confirmation statements. Every time a confirmation statement has been made, the 12 month clock will re-set.

The confirmation statement will need to be filed within 14 days of its due date (i.e. the end of the 12 month period), unlike the current 28 day period for an annual return. As with the present regime, reminder letters will be sent out by Companies House.

If any changes occur during the year, for example to your registered office, directors or share capital, then you will be able to file an additional confirmation notice alongside notices of the changes and confirm your record at Companies House is correct. You can file as many confirmation statements as required during the year but you will only be charged once each year. The charges will be the same as for the current annual return: £40 if filed on paper and £13 if filed online.

There are also a number of other changes to be made aware of from 30 June 2016:

  1. Companies will also be required to file their Person of Significant Control (PSC) information with Companies House for the first time. Once this information has been filed at Companies House, it will be on public record. For most companies, this information will form part of their first confirmation statement and so in some cases will not be filed for almost 12 months. Companies will be able to choose to file their confirmation statement early and in doing so, their PSC information would become publicly available at that point. Any companies registered after 30 June 2016 will have to provide their PSC information as part of the incorporation process.
  2. Companies will also have the option to keep any or all of their statutory registers at Companies House, including:
    • Members
    • Directors
    • Secretaries
    • Directors’ residential addresses
    • Personal Significant Control

    However, if the company elects to do so, all of the information contained within them will be readily available to the public, including residential addresses and dates of birth.

  3. Any filing to be made at Companies House including a statement of capital will include the new simplified statement of capital. This no longer separates the share capital out in amounts paid on each share but instead will simply state the total aggregate amount unpaid on shares. It is felt that this figure will be more useful for shareholders and creditors as it indicates the amount of money still due to the company.

We are still waiting for final details of the confirmation statement regime from Companies House and will provide an update once they have been confirmed.

For further information regarding the above please contact Russel Shear – Head of Corporate & Commercial, Eoin Broderick – Associate or any member of the Edwin Coe Corporate & Commercial team.

Please note that this blog is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content of this blog.

Edwin Coe LLP is a Limited Liability Partnership, registered in England & Wales (No.OC326366). The Firm is authorised and regulated by the Solicitors Regulation Authority. A list of members of the LLP is available for inspection at our registered office address: 2 Stone Buildings, Lincoln’s Inn, London, WC2A 3TH. “Partner” denotes a member of the LLP or an employee or consultant with the equivalent standing.

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