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A limited company owner’s guide to the Confirmation Statement

Most limited company contractors will be used to submitting an Annual Return (AR) each year to Companies House. This form has now been replaced by the ‘confirmation statement’, courtesy of the Small Business, Enterprise and Employment Act, which came into force on 30th June 2016.

What does the confirmation statement include?

The new form includes pretty much all the essential information previously captured by the old Annual Return, including information on your company’s directors, the address of your registered office, share capital information, the identity of your secretary (if you have appointed one), and other information about individuals with significant control over the company. This data is held by Companies House.

What’s changed?

In essence, completing the new statement should be easier than the previous process of filling out your annual return. Your company information now just needs to be checked over and confirmed, rather than entered manually. In cases where there are no changes to make since you last filled out a statement, all you do is simply check through the current data held by Companies House and confirming that it is still correct.

Share capital

Any changes to your company’s share capital must be sent to Companies House. Fortunately, “If there have not been any changes, a statement of capital does not need to be included with the confirmation statement.”

You must disclose the total number of shares of the company; aggregate nominal value of those shares; and the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium).

Then for each of these classes of shares, you are also asked to provide information on prescribed particulars of the rights attached to the shares; the total number of shares of that class; and the aggregate nominal value of shares of that class.

For most small limited companies, these will be ‘ordinary’ shares – typically held 100% by the contractor, or split with a spouse.

People with significant control

Providing information on people with significant control (PSC) is a key new element of the confirmation statement, not previously captured by the AR.

New firms setting themselves up with Companies House will have to file their PSC details after the new Act came into force on 30th June, while existing companies are asked to submit their PSC information along with their next confirmation statement.

A PSC is classed as an individual who holds more than 25% of voting rights within your company; owns more than a 25% portion of shares; exercises significant control or influence; holds the right to appoint or remove the majority of your company’s directors; or exercises significant control over another company or trust that meets any of their first four conditions for being classed as a PSC.

You might find out that you actually have no PSCs; in this case, you must clearly state this when it comes to register.

When should a confirmation statement be filed?

Typically, 12 months after a company is incorporated.

The due date is usually 12 months after the incorporation of your company or the date you filed your last annual return, and then it should be filed at least once a year. All you need to do in order to check the due date is look in your Companies House account, under the Company Details section after logging in, by navigating to ‘My Companies’.

If you have set up a new company, Companies House will send you a reminder letter or alert via email, telling you when your confirmation statement is due. Note that you can file up to a fortnight after the statement’s due date: this represents a cut of 14 days from the 28 day period specified for annual returns.

How is a confirmation statement filed?

You can use the government’s WebFiling system, or alternatively complete the paper form coded CS01. You must sign or authenticate the form on behalf of your company.

Almost all contractor accountants will make the filing on your behalf – this will typically be included in your monthly fee, or they may pass on the £13 charge.

Unlke the Annual Return, you will only be charged once per year, regardless of how many changes you make over each 12 month period.

Further Information

Do remember that, as the company director, you are ultimately responsible for the accurancy of the information submitted to Companies House, so make sure you scan any draft statements before signing off.

For further information, read the Government’s comprehensive guide.

Last updated: 21st March 2017

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