UK Companies and limited liability partnerships (LLPs) will no
longer be required after 30 June 2016 to file an Annual Return
– instead the requirement is to file a confirmation
statement. This short note answers the key questions relating to
the new confirmation statement.
What is the confirmation statement?
From 30 June 2016 all UK companies and LLPs will need to
file a confirmation statement (being form CS01 and LLCS01
respectively) and not an annual return. The confirmation statement
will serve a similar purpose to the annual return in updating the
records at Companies House with key detail relating to companies
When must the confirmation statement be filed?
At least one confirmation statement must be filed each year but
unlike the Annual Return there will be no set date when a
confirmation statement must be filed. Confirmation statements can
be filed during the year to update information filed at Companies
Essentially no more than 12 months must elapse between each
confirmation statement being filed. The first Confirmation
Statement must not be more than 12 months after the date of the
last filed Annual Return.
What does the confirmation statement look like?
Companies House have not formally released the new forms but are
due to do so shortly. The confirmation statement is a two-page
statement detailing Company Number, Company Name, Confirmation
Date. The statement is accompanied by various additional pages
containing information on shareholders, statement of capital,
Standard Industrial Classification (SIC) code and trading statement
of the shares.
The first confirmation statement will also need to include
information about 'Persons with Significant Control'. While
many companies have already generated the PSC statutory registers
that will contain this information, we expect that the requirement
to include the PSC information in the confirmation statement will
cause some confusion and generate further enquiries.
The aggregate form is consequently quite large (we understand it
is 65 pages long).
Do I notify all changes by way of the confirmation
Any changes to a company's officers, registered office
address, Single Alterative Inspection Location (SAIL) and other
company records cannot be addressed through the confirmation
statement itself and must be changed using the appropriate form but
they can be filed at the same time as the confirmation statement if
not filed already.
How much will it cost?
The fee for the confirmation statement will be the same as the
annual return: £13 when filed online or £40 when filed
on paper. You'll only have to pay the fee once a year and this
will cover you for a 12-month period. During those 12 months, you
can file as many confirmation statements as you want without having
to pay the fee again.
Will there continue to be a grace period for filing the
The 28-day grace period for annual returns has changed to a
Does this impact new incorporations?
New formations of companies and LLPs after 30 June 2016 will
need to include information about any initial PSC. As such new
forms IN01 and LLIN01 are being published.
Gowling WLG's Company Secretarial team comprises a team of
specialists trained on a comprehensive range of company secretarial
issues. We use fixed pricing options wherever possible to give
clients certainty and security.
This briefing note contains a summary of the legal position as
at 6 June 2016 and is no substitute for looking at the full terms
of the legislation and most current guidance.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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An assignment of rights under a contract is normally restricted to the benefit of the contract. Where a party wishes to transfer both the benefit and burden of the contract this generally needs to be done by way of a novation.
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