All You Need To Know About Annual Confirmation Statement

What is Annual Confirmation Statement?

The annual confirmation statement is a filing requirement that was first introduced as a legal requirement back in 2016. It replaced the previous legal requirement to file what was called an Annual Return. A Confirmation Statement is also known as form CS01 whereas the annual return was form AR01. The format is similar although can be argued the new form is simplified.

Who should submit annual confirmation statement?

All private limited companies (Ltd’s) and limited liability partnerships (LLPs) registered in the United Kingdom (England & Wales, Scotland or Northern Island) must deliver at a confirmation statement to Companies House at least once a year with the default annual deadline being around the anniversary of incorporation. It is important to note that even a dormant company that is not trading must still submit a confirmation statement on time. You might be able to hire a dormant company accounting service at an affordable price, to ensure your dormant company filings are done on time.

All You need to know about the annual confirmation statement:

  1. Why does Companies House request a confirmation statement?
  2. What information needs to be reviewed and updated if required in a confirmation statement?
  3. Is this where we report any changes to a company such as address or officers?
  4. Confirmation statement filing deadline
  5. Who is legally responsible for filing a confirmation statement?
  6. What if I don’t have any changes to report?
  7. How do I file a confirmation statement?
  8. What is the cost to file a confirmation statement?
  9. I’m confused about the difference between accounts and confirmation statement?
  10. Must a dormant company file a Confirmation statement?
  11. What happens if I forget to file a confirmation statement on time?
  12. How Mint and its accountancy sister company Mintplus can help?

 

  1. Why does Companies House request a confirmation statement?

UK Limited Companies have to display certain information on the public register. The purpose of the confirmation statement is for the company to confirm/amend information held. It is also an opportunity for the company to review and ensure it has submitted required forms beforehand such as appointment or removal of directors, which should be completed separately.

An advantage over the new confirmation statement (form CS01) over the old annual return form (AD01) is that there is no requirement to enter information if there have been no changes since the last conformation statement was filed. This means it is a more straightforward task of reviewing the current information that is held and confirming it is correct.

The confirmation statement is more straightforward than the annual return because there is no need to enter previously filed information if there have been no changes in the past 12 months. If your company details are all exactly the same and you don’t have any changes to report, all you need to do is ‘check and confirm’ the information held on public record and submit the statement.

  1. What information needs to be reviewed and updated if required in a confirmation statement?

To complete a confirmation statement, the following information must be checked, and assumes there are no corporate directors or PSC’s e.g. other companies acting as directors or shareholders of your company:

  • Company name and registration number
  • Registered office address
  • Single alternative inspection location (SAIL) address (which may be different?)
  • Location of the company’s statutory registers, which would usually be registered office address or SAIL address.
  • Information about directors
    • Full name
    • Former names used for business purposes within the past 20 years
    • Usual residential address
    • Service address (which may be linked to registered office address)
    • Date of birth
    • Nationality
    • Country of residence
    • Occupation (which can simply be “director.”
  • Information about each company secretary (if applicable)
    • Name
    • Former names
    • Service address (which may be linked to registered office address)
  • Principal business activities from a list of codes known as SIC codes
  • Information about each shareholder
    • Name
    • Shares held by each shareholder
    • Any transfers including date of transfer
  • Statement of capital
    • total number of shares of the company
    • Aggregate nominal value of those shares (i.e. £100 shares of £1 would have an aggregate nominal value of £100.)
    • aggregate amount (if any) unpaid on those shares e.g. if the shareholders including initial shareholders have not paid the company for the nominal value.
  • Each class of share will have
    • Prescribed particulars, which are the rights attached to the shares. For example, a class of share may have more voting rights.
    • total number of shares of that class
    • aggregate nominal value of shares of that class
  • Trading status of shares
  • Information about people with significant control (PSCs).
    • Name
    • Date of birth
    • Nationality
    • Country of residence
    • Service address (which may be linked to registered office address)
    • Usual residential address (which is not listed on the PSC register that can be inspected by the public.)
    • The date they became a PSC in relation to the company (6th April 2016 is the earliest date a PSC became a PSC under reporting requirements.)
    • Why they are a PSC e.g. they own more than 25% of the company shares and voting rights.
  1. Is this where we report any changes to a company such as address or officers?

You can disclose a trade change (SIC code change), shareholders, shareholders details change on the confirmation statement.

However, all other information must be provided on the separate relevant forms, such as appointment or removal of directors, secretaries or shareholders and change of registered office address.

Initially, the confirmation statement was used to disclosed Persons of Significant Control (e.g. shareholders owning more than 25%), but PSC’s must now be disclosed separately.

Changes such as directors and PSC’s must be notified to Companies House on the relevant forms within 14 days of the change.

  1. Confirmation statement filing deadline

You must file a confirmation statement at least once every year, made up to a set date which will be the anniversary of the last made update. A confirmation statement can be filed earlier and this will then change the future filing deadlines to a year after the new date.

  1. Who is legally responsible for filing a confirmation statement?

The directors of a Limited Company are ultimately responsible for the filing of the confirmation statement. The designated members of a LLP are responsible for filing the confirmation statement.

Failure to file a confirmation statement is a criminal offence and can have very serious consequences. Officer may face prosecution including fines and enforcement action may be taken against the company to have it struck off and dissolved.

  1. Surely I don’t need to file if there are no changes to report?

Yes, you must still file a confirmation statement by law, but there will be nothing to amend or add.

  1. How do I file a confirmation statement?

Confirmation statements can be filed with to Companies House using one of the following methods:

  • By post using paper form CS01 (or form LLCS01 is used for LLPs)
  • Online using Companies House WebFiling, using your company authentication code
  • Online using a company formation agent such as Mint Formations.

You can choose accounting service from our sister company Mintplus who can handle annual confirmation statement filing on your behalf and handle all your accounts requirements.

It is cheaper and easier to file online via WebFiling or Software filing – especially if there are no changes as the online version will already have the current company information listed whereas a hard copy form would be blank and need to be completed from scratch.

  1. What is the cost to file a confirmation statement?

The cost is £13 to file a confirmation statement online or £40 to file one by post. You pay online when filing online. Note that subsequent conformation statements filed voluntarily do not incur extra fees which is different from the old annual return rules where even voluntary returns were charged!

  1. I’m confused about the difference between accounts and confirmation statement?

Both company accounts and confirmation statement must be filed once a year but they are completely separate and different documents.

The company accounts show the financial performance of the company during the most recent financial year are usually due 9 months after the financial year-end.

The confirmation statement has no financial figures.

  1. Must a dormant company file a confirmation statement?

Yes, even when there have been no changes. It is important to note that even a dormant company may change its officers, address or shareholders. The same rules apply to file a confirmation statement regardless of whether the company is dormant or trading.

  1. What happens if I forget to file a confirmation statement on time?

There is no set fine for filing a confirmation statement late, unlike company accounts where automatic fine rules apply. You should file as soon as possible which should prevent any further enforcement action being taken. The company register will show it was filed late and so could affect company credit rating.

  1. How Mint and its accountancy sister company Mintplus can help?

Companies House will send a reminder to your company registered office in advance of your filing deadline. If a confirmation statement is not filed on time then they may write to the directors personally and may threaten prosecution which could lead to fines and/or further enforcement action which could lead to the company being forcibly struck off and dissolved!

If a company is dissolved then its assets including bank balance are frozen an transferred to the crown! You can apply to restore the company but this has additional fees and work involved. We can assist with company restorations.

We recommend you sign up to receive e-reminders to keep you prompted to file on time or appoint Mint to provide a full confirmation statement filing service.

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