What is the confirmation statement?

The new Companies House confirmation statement, which replaced the annual return, was introduced from 30 June 2016 as part of a range of reforms. Just like the annual return, it’s an annual filing obligation for all UK companies, whether trading or dormant, and for LLPs. In the same way as its predecessor, it ensures that – at least once a year – the public record maintained by Companies House is correct for a company.

What’s included in the confirmation statement?

For companies that have filed annual returns online using a service like Inform Direct, there is little difference in the way in which they’ll need to file the annual confirmation statement.

You’ll need to check all the details of the company are correct as at the date of the review – called the confirmation date, equivalent to the old annual return made up to date – and that all necessary filings since the last confirmation statement have been made. If everything is correct, the company simply completes a declaration that all filings are up to date. By making the declaration, you confirm that all required filings in the period covered by the confirmation statement – the confirmation period – are correct and complete.

If there are unreported changes to any of the following, they must be reported alongside the confirmation statement:

• The location of the company’s registered office address
• The location of any Single Alternative Inspection Location (SAIL)
• Where various statutory records are kept (if the company uses a SAIL)
• Trade classification codes (also known as SIC codes)
• Directors and their details (including residential addresses)
• Any company secretary and their details
• Share capital
• Shareholders
• Share transfers in the confirmation period
• Whether any of the company’s shares are admitted to a public trading market

All of these areas will be familiar to anyone who previously submitted an annual return. There are also a couple of new additions that must be included as part of the confirmation statement.

From 6 April 2016, almost all companies and LLPs should have set up and started to maintain a Register of People with Significant Control. A company already in existence must include PSC details in their first confirmation statement from 30 June 2016, which may include details of:

• Each individual PSC and the nature of their control over the company
• Each registrable relevant legal entity and the nature of their control over the company
• Registrable changes in the particulars of individual PSCs or registrable relevant legal entities before the confirmation date
• The progress of ongoing investigations into a company’s PSCs, including where a PSC is believed to exist but cannot be identified or has been identified but not yet confirmed their details to enter into the PSC register
• Where appropriate, confirmation that the company has no PSCs
• In a very few cases, confirmation that the company is exempt from the requirement to maintain a PSC register

While subsequent changes to PSCs had to be included in later confirmation statements up to 26 June 2017, from that date changes are reported separately in individual filings rather than within the confirmation statement. That includes any new PSCs, changes in the details of existing PSCs or confirmation that a person is no longer a PSC as well as any update on the status of a company’s ongoing investigations.

From 30 June 2016, private companies may choose to elect to keep certain statutory registers at Companies House. Although there are reasons to believe that few companies will use this option, those that do will need to include details of the election as part of the confirmation statement. They’ll also need to make a declaration that all the required updates to those registers in the confirmation period have been reported to Companies House.

When do I need to submit a confirmation statement?

Before 30 June 2016, companies will continue to submit annual returns. That includes any return with a made up to date of 29 June or before but which is filed on or after 30 June 2016.

For review dates starting from 30 June 2016, a confirmation statement will be required instead of the annual return. If, instead, you submit an annual return, it will be rejected by Companies House.

In another article, we look in much more detail (and with a number of examples) at how to find when your first confirmation statement will fall, what period it needs to cover and how long you’ve got to submit it. We also explain how (and why) a company might choose to file an early confirmation statement and explain those circumstances when Companies House might still expect an annual return rather than a confirmation statement from your company.

Is there a filing fee when submitting the confirmation statement?

Companies House generates its income through filing fees, so it’s no surprise that there’s a fee to pay when submitting the annual confirmation statement.

A welcome change is that Companies House will only levy the fee once a year. So, after submitting the first confirmation statement and paying the fee, the company can make unlimited further confirmation statements in the remainder of the year (which Companies House are calling the ‘payment period’, and that begins at the date of the last annual statement before 30 June 2016) and not be charged.

Unlike with the confirmation date, a company cannot manipulate payment periods.