In the last few In Counsel updates we have
repeatedly raised the changes to company law brought about by the
new register of people with significant control (PSC Register)
which came into force on 6 April 2016. However, the PSC Register
regime is not the only change to the Companies Act 2006 brought
about by the Small Business, Enterprise and Employment Act 2015.
This note summarises two salient points.
With effect from 30 June 2016, the
annual return has been replaced by a confirmation statement.
In a manner not dissimilar to the
statement of capital brought about in 2006, a company
can file a confirmation statement at any
time and must do so within 14
days (previously 28 days) after the end of each review
period. So, a worked example:
2016 annual return made up to - 31
2016 annual return had to be filed by -
28 April 2016
2017 confirmation statement must be
made up by - 31 March 2016
2017 confirmation statement must be
filed by - 14 April 2017
A confirmation statement must, in any
case, be filed within twelve months of the last statement. If,
therefore, a company undertakes a number of corporate actions and
decides to file a new confirmation statement on, for instance, 31
October 2016, the next confirmation statement will become due to be
made up to 31 October 2017 and filed by 14 November 2017.
Remember that changes of address or
name of directors need to be notified in any event; the law has not
changed in that regard.
Note that the new confirmation
statement form, especially when filing it for the first time, is a
fairly long document and needs to include accurate PSC Register
information, among other things. .
Striking off of companies
The Companies House strike off
procedure has been accelerated. The process used to take a minimum
of six months. However, since October 2015, notice periods
have been reduced and the procedure will now be complete within
The Registrar of Companies may take
strike off action if he has reasonable cause to believe that a
company is not carrying on business or in operation. This is often
demonstrated by required filings not being made.
Failure to make filings on time (the
most important of which are clearly the required filings for every
company, i.e., annual reports and accounts and confirmation
statement) continues to be an offence. Companies House is now very
keen to improve the quality of information on the register and
strike companies off for failures to file.
In order to strike off a company
Companies House needs to send only two letters to the company and
issue the required Gazette notices. The register will also
show that the notices have been issued.
The mantra to follow: If you are a
director, remember what you need to have filed and, as always, if
Companies House writes to you, you need to pay attention.
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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