The new confirmation statement is due to replace the annual return from 30 June 2016 – it changes the previous requirement to complete an annual return.
Instead of the annual return form (AR01) which is generally prepared to the same date every year and gives a snapshot of the company or LLP as at that date, a confirmation will be now need to be given that all specified information required has either been delivered to the Registrar of Companies during the year, or is being delivered supplementary to the confirmation statement.
There will be no annual date on which the confirmation statement needs to be made (i.e. it can be made at any time), although no more than 12 months must lapse between the filing of confirmation statements. Once a company or LLP has completed a confirmation statement, a new 12 month period begins. This rolling 12 month period means that a company or LLP can combine making a confirmation statement with another filing at any point during the year if this is preferred or administratively easier.
What changes can be detailed on a confirmation statement?
The confirmation statement will generally replicate what was required to be included in annual returns (changes to business activity code, share capital, trading status of shares and details of shareholders), however it will introduce the following changes:
- where an election has been made to keep the statutory register at Companies House, a statement is required confirming that all information mandatory to be delivered to the Registrar of Companies has been delivered;
- where a company is exempt from keeping a PSC register (other than by reason of being a DTR 5 issuer) a statement of the fact that it is exempt is required; and
- a requirement to supply the information on a company’s or LLP’s PSC register (please see our comment on PSC registers here) – unless: (i) the company or LLP is exempt; (ii) the company or LLP has elected to keep its PSC register at Companies House; or (iii) there has been no change since the information was last provided.
Other changes will need to be filed using the relevant Companies House forms, i.e. appointment of a director (AP01) or fresh issue of shares (SH01), but these can be filed with a confirmation statement (therefore starting the new 12 month period as detailed above).
How much will a confirmation statement cost to file?
The filing fee for a confirmation statement will be £14 for an online filing or £40 for a paper filing (the same as for an annual return). The fee is only payable once a year, meaning that any confirmation statements filed during the year will not attract any further fee. We have been informed that Companies House will send a reminder regarding when the annual fee is due and also when a confirmation statement is due.
If you would like any assistance in understanding the new confirmation statement and the requirements (including the PSC register) introduced by the Small Business, Enterprise and Employment Act 2015 then please get in touch with a member of our Corporate department today.