On the 30 June 2016, the annual return was replaced by the new Confirmation Statement (form CS01). This reform was intended to reduce the administrative burden involved with submitting the annual return, but has also resulted in some confusion over the practicalities of the new rules. In this article we unpack the requirements of the Confirmation Statement, and provide a summary of the procedure for submitting the Statement
Function of the Confirmation Statement
Just like its predecessor, the Confirmation Statement is an annual filing obligation on all companies, which applies regardless of whether they are trading or dormant.
In the Statement a company must essentially confirm that the information Companies House holds about it is correct. If the records at Companies House are out of date then the company must file information to update these records either before or at the same time as the Confirmation Statement is delivered. Some information can be updated in the confirmation statement itself, while other information must be notified to Companies House separately.
The Confirmation Statement can be filed via web-filing or on the paper CS01 form.
The Review Period
A Confirmation Statement must be submitted following the end of the company's "Review Period".
The "Review Period" is the 12 month period beginning:
on the date of incorporation (for new companies);
on the "made up to" date of the company's last annual return (for existing companies whose last annual filing was an annual return); or
on the company's last "Confirmation Date" (for existing companies that have already filed a Confirmation Statement).
The "Confirmation Date" is the equivalent of the "made up to date" for annual returns.
The Confirmation Statement must be delivered within 14 days of the end of the "Review Period" and it is a criminal offence not to do so. This 14 day time limit is shorter than the previous 28 day deadline for the filing of the annual return.
However, It is notable that a company can choose to make its Confirmation Statement at any time during the Review Period. In other words, it can submit its Confirmation Statement early and indeed it is good practice to do so after significant events, such as large changes to the company's share structure and/or capital. If a company chose to do this then the next Review Period would also commence early, starting the day after the date of the early Confirmation Date.
The fee for the filing of the Confirmation Statement is £13 for electronic filing and £40 for paper filing.
Companies House charges only one fee in any one year. Accordingly, if, for example, a company submitted its Confirmation Statement on 1 January 2016, then submitted another Statement in June 2016 following a large transaction, the company would not be charged for making the second statement.
Changes to reflect in the Confirmation Statement
If any of the following information is out of date as at the Confirmation Date, the company must notify Companies House by providing the updated information in the confirmation statement itself:
- Company's SIC code;
- Shareholders' information;
- Share capital information; and
- Information in company PSC register (NB: a copy of this information must be provided in its entirety the first time a company files a Confirmation Statement).
Accordingly, it is necessary to check whether a company's PSC register is up to date when submitting the confirmation statement. If you would like guidance on the substance of the PSC regulations and how to comply, please see our recent articles:
Changes which must be reported separately to the Confirmation Statement
If any of the following information is out of date as at the Confirmation Date the company must notify Companies House by providing the updated information using the relevant forms, which are separate to the Confirmation Statement:
- Company's registered office;
- Company's directors (appointments, terminations of appointments, directors details e.g. service address, surname etc.);
- Company secretaries (appointments, terminations of appointments, secretary's details); and
- Location of the company's registers (whether kept at company's registered office or at a single alternative inspection location (SAIL)).
Summary of procedure for filing Confirmation Statement
1) Check that all details of the company are correct as at the Confirmation Date, and that all necessary statutory filings since the last Confirmation Statement have been made.
2) If everything is correct, the company simply makes a declaration on the statement that all filings are up to date.
3) If there are unreported changes to any of the following, they must be reported alongside the Confirmation Statement in the following manner:
|In the additional information pages to the Confirmation Statement itself||On a separate form|
|SIC codes||Directors and their details|
|Share capital||Any company secretary and their details|
|Shareholders||Address of company's registered office|
|Share transfers/allotments in the Review Period||Location of registers|
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.