When do I have to file a confirmation statement?

From 30 June 2016, the annual return is replaced by a new annual confirmation statement. We look elsewhere at what the confirmation statement is and the information it includes, while in this article we explore the date at which you’ll need to file your first confirmation statement, the period it should cover and the final deadline for submission.

We’ll run through some examples to help explain the changes introduced by Companies House from 30 June 2016, to help you ensure you submit your confirmation statement on time.

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When must I file the first confirmation statement?

Each annual return you’ve ever filed was “made up to” a date – this is the date the return is correct at, not necessarily the date it’s actually filed by the company or processed by Companies House. Now, this ‘annual return made up to date’ becomes the ‘confirmation date’ – the date as at which the information covered by the confirmation statement is correct.

Just as with the annual return, the next confirmation date falls on the anniversary of the last confirmation date (or, if the company is yet to file a return, on the anniversary of incorporation of the company). So a company’s first confirmation date will simply inherit the next annual return made up to date – the date you would have expected to submit the next annual return.

The final date to which an annual return can be made up to is 29 June 2016. If your next confirmation date is on or after 30 June 2016, you’ll then have to file a confirmation statement rather than an annual return. So companies using a confirmation date of 30 June 2016 were the first to submit a new confirmation statement, with no option to send an annual return instead. Once it’s submitted, the confirmation date for the following year is set at the anniversary of the confirmation date of the current return.

Example 1

ABC Limited’s last annual return was made up to 20 September 2015. The next annual return would have been expected to be made up to 20 September 2016 and that becomes the next confirmation date. When the company files the return at 20 September 2016, it must file a confirmation statement rather than an annual return.

What about if there’s an outstanding annual return?

To complicate matters slightly, if your next annual return made up to date falls before 30 June 2016, you must still file an annual return. That’s regardless of whether you wait until 30 June or after to actually submit it – it’s the review date rather than the date of physical submission which matters. Thankfully, software like Inform Direct detects which type of return is due based on the required return date and will automatically submit it in the correct format to Companies House.

Example 2

DEF Limited’s last annual return had a made up to date of 28 June 2015, meaning the next made up date is 28 June 2016. While the company waits until 30 June to submit the next return, it’s still an annual return which they must complete. Having completed an annual return as at 28 June 2016, the next confirmation date is set as 28 June 2017. That’s when Companies House will expect DEF’s first confirmation statement to be made up to.

While, for a period, companies might need to file either an annual return or a confirmation statement, it’s important to remember that it’s not really a choice – the correct form to file is determined by whether or not the review date falls before 30 June 2016. (However, if a company really did want to buy themselves some time before their first confirmation statement, they could choose to submit an annual return before 30 June 2016, even if their next return is not due for some months. The first confirmation statement would then be due on the anniversary of this annual return.)

What period is covered by a confirmation statement?

The confirmation statement covers all activity in the period since:

  • The last confirmation date or annual return made up to date; or
  • Incorporation of the company, if a confirmation statement or annual return had not yet been filed

So, the company must check that all required statutory filings between the last confirmation date and the current confirmation date have been made and that no updates are required to information previously submitted, such as the last list of shareholders and statement of capital provided. If filings for transactions within the period have been missed, they must be submitted alongside the confirmation statement. For any changes in the period where there is not a separate filing mechanism – like changes to shareholders – the updated information must be included within the confirmation statement itself.

In another article, we run through the full list of what’s included in the confirmation statement.

Any events since the confirmation date of the statement being submitted should not be included.

There is one important one-off exception to these rules. If the company made up an annual return to a date from 6 April 2016 to 29 June 2016, it will not have included details of its PSCs in the return – despite having needed to maintain a PSC register from 6 April 2016. Therefore, as well as all the standard details for the normal confirmation period, the company’s first confirmation statement must also include PSC details and changes in this transitional period.

Example 3

GHI Limited filed its last annual return as at 20 May 2016. It’s therefore due to file its first confirmation statement as at 20 May 2017. For all information other than PSCs, the statement will cover the intervening 12 months. For PSCs, however, the company will need to include all relevant information for a longer period, from 6 April 2016 to 20 May 2017. This is only a one-off oddity.

When is the confirmation statement due?

A company does not have to physically file the confirmation statement on the confirmation date. While you had a period of 28 days from the annual return date to file it with Companies House, that period has been reduced down to 14 days for the confirmation statement.

Therefore, if 12 months have passed since the date of a company’s last confirmation statement or annual return (or, for new companies, the date of incorporation), you only have a further 14 days to file a confirmation statement. After that date, the confirmation statement is overdue, the company is considered no longer in good standing and the officers may face statutory penalties.

Example 4

Abi manages the company secretarial requirements of two companies, JKL Ltd and MNO Ltd.

JKL’s next made up date is 29 June 2016, meaning it must submit an annual return. The annual return carried a 28 day filing period, meaning Abi needs to submit the return by 26 July 2016.

MNO was due to submit its next annual return as at 4 July 2016. Because this falls after 29 June 2016, a confirmation statement will be submitted for the company. As a confirmation statement must be submitted within 14 days of the confirmation date, Abi must ensure she has filed it by 18 July 2016.

The new 14 day filing limit is less than the deadline that applies to a another of other filings – for example, companies have 28 days in which to submit details of most changes to their share capital, including new share allotments. The shortened confirmation statement filing period could therefore mean that information about recent company activity needs to be reported before it would otherwise need to be filed.

Example 5

PQR Limited issued new shares on 1 July 2016. Ordinary, they would need to file form SH01 with Companies House within 28 days, by 29 July 2016.

However, PQR’s next confirmation date is 5 July 2016. The share allotment on 1 July will fall into this confirmation period, so must be included in the statement. The confirmation statement is due 14 days after the confirmation date, on 19 July 2016 – so the company will in this case must report the allotment earlier than would have been the case if the confirmation statement has not been due.

Because of this, companies will need to take particular care with transactions that occur shortly before the confirmation date.

Thankfully, you’re allowed to choose when to deliver the confirmation statement, providing that at least one statement is delivered every 12 months. In fact, the company can choose to submit a new confirmation statement as often as it wishes. There’s a number of potentially useful applications:

  • A company might choose to submit the confirmation statement immediately before a particularly complex capital reorganisation takes place, to avoid the scenario above where the short confirmation statement filing period shortens the deadline for submission of other forms.
  • Conversely, many companies will wish to submit a confirmation statement immediately after any share transactions, even if a statement would not otherwise be due. This would be beneficial where the company wishes the changes to appear on the public register immediately rather than waiting until the next confirmation date.
  • It allows a company to align the confirmation date with other statutory filing dates, particularly accounting dates. There’s no obligation to align accounting and confirmation dates in this way, but some companies find it administratively easier.

While making an “early” filing was always possible with the annual return, the fact that Companies House will only charge one statutory fee in any one year (rather than a fee with each and every return) makes this option more accessible to many companies.

Even where a statement is made up to an earlier confirmation date, the deadline for filing it is still 14 days. So if you do wish to change the confirmation date, you’ll need to submit a confirmation statement within 14 days of your chosen date. Otherwise, the change will be ineffective.

Example 6

STU Limited is due to file a confirmation statement made up to 20 September 2016. On 23 August, however, the directors decide they’d like to retrospectively set the confirmation date to 30 July 2016, to align with the company’s accounting year end. However, they’ve left this too late – to change the date they’d need to have filed the statement by 14 August, 14 days after the proposed new confirmation date. If they submit the return electronically on 23 August, the earliest they can reset the confirmation date to is 9 August 2016.

What about filing fees?

As well as filing a confirmation statement at least once every 12 months, a company must also pay a fee to Companies House. Only one such fee is due in any period of 12 months, and Companies House will maintain a ‘payment period’ for each company to determine when a fee is due.

While the company can amend the confirmation date to suit its purposes, the payment period is fixed. In another article, we look in more detail at how the confirmation statement payment period works.

Fully updated with Companies House's revised requirements, Inform Direct makes it easy to submit confirmation statements at the touch of a button from 30 June 2016.

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