On 30th June 2016, the annual return was replaced with a new filing requirement called a ‘confirmation statement’. Despite the different name, the confirmation statement is essentially a simplified version of the annual return. You only need to file a confirmation statement once a year and there is no change to the filing fee and deadline.
What is a confirmation statement?
The confirmation statement is used by limited companies and limited liability partnerships (LLPs) to inform Companies House about the accuracy of certain information held on public record. By filing a confirmation statement, you are confirming that the following company/LLP details (where applicable) are correct and up to date at the ‘confirmation’ date:
- Company name
- Registration number
- Registered office address
- SAIL address
- Details of each director and secretary
- Shareholders’ details
- Issued share capital
- LLP members’ details
- Nature of business activities/SIC codes
- Information about People with Significant Control (PSC)
- Location of statutory registers
The confirmation date is the date on which you complete the statement. This confirmation date also confirms that all information contained therein is correct. It was previously referred to as the ‘made up’ date of the annual return and it falls on the anniversary of company formation or the anniversary of the last ‘made up’ date.
How does it differ from the annual return?
When filing an annual return, companies had to provide all of the aforementioned details on each return, even if there had been no changes since the last annual return was filed. You don’t have to do this with the confirmation statement – you simply need to review the details currently held on record and confirm that they are accurate and fully up to date.
Where there are changes, however, the confirmation statement can be used to update these details. You can report changes to shareholder details (including new Members), share capital, and SIC codes. All other changes must be reported to Companies House on separately prior to filing the confirmation statement.
How and when to file a confirmation statement
Company officers and designated LLP members are responsible for delivering a confirmation statement to Companies House at least once every 12 months. The filing deadline is 14 days after:
- The anniversary of company registration
- The anniversary of the last annual return ‘made-up’ date
You can complete and deliver a confirmation statement online as well as by post using form CS01. The most effective method is online filing through Companies House WebFiling service or via your company formation agent’s software filing system. If the company information registered on public record is correct, you simply need to confirm that the details are accurate and up to date.
If you need to update the company name, addresses, officers’ and PSC details, you must complete the relevant Companies House form and submit it with your confirmation statement. You can, however, use the confirmation statement to notify Companies House about changes to shareholders’ details, share capital, and SIC codes.
You must pay £13 to file online and £40 to file a paper confirmation statement by post. This is a one-off charge per year. Regardless of how many statements you file or updates you make within a 12 month period. Previously, with the annual return, companies had to pay a fee every time they file a return.
What is the confirmation date?
The confirmation date replaces the ‘made up’ date of the abolished annual return. It is the date on which you must confirm that your company details are accurate. It will fall on the anniversary of company formation or the anniversary of your last ‘made up’ date.
You will have a period of 14 days after the confirmation date to deliver the statement to Companies House.
Do I need to provide a full list of shareholders?
There is no longer a requirement to provide a full list of shareholders every three years. This was the case with the annual return.
Filing your last annual return
You may still have to deliver a final annual return if your made-up date fell on or before 29th June 2016. In such instances, you will have 28 days from the made-up date to file your last annual return at Companies House.
If the made up date of your next annual return is on or after 30th June 2016, you should complete a confirmation statement instead of an annual return. Your confirmation date will fall on what would have been the made-up date of your annual return. You will also only have 14 days from the confirmation date to deliver the confirmation statement, not 28 days.
Dormant company requirements
All companies limited by shares or guarantee, regardless of whether they are dormant or active, must submit a confirmation statement to Companies House at least once every year. If you fail to do so, your company will no longer be in ‘good standing’ and it may be struck off the register.