Here’s a brief introduction to a confirmation statement – a mandatory document that must be filed by every limited company and limited liability partnership (LLP) at least once a year. If you don’t follow deadlines when filing the confirmation statement, your company might be closed. Sounds horrible, doesn't it? To avoid the worst scenario ask your online accounting services provider to explain the process to you so you won't miss any deadlines.
Let us have a closer look at the confirmation statement for you to have a complete understanding of what to do.
Confirmation statement definition
A confirmation statement (Companies House form CS01) is a filing document with the key information about the management, ownership, activities, and capital position of your company.
All limited companies and limited liability partnerships, including dormant and non-trading companies, must file a confirmation of statement to Companies House at least once every 12 months.
Confirmation statement vs. Annual return
The confirmation statement was introduced on 30th June 2016 and replaced the annual return (Companies House form AR01). The confirmation statement provides up-to-date information about the company for the public register.
So how is it different from the annual return? The confirmation statement has a more straightforward format than the annual return had. When filing the annual return, you had to provide all of the company details every time, even if you haven't had any changes since the last report since. You don’t need to do that with the confirmation statement. Just make sure that information currently held on record in the Companies House is correct and fully up-to-date.
What information does a confirmation statement contain?
- Company name and registration number
- Registered office address
- SAIL address (where applicable)
- Details of all directors and secretaries
- Shareholders’ details
- Issued share capital
- LLP members’ details (Where applicable)
- Nature of business activities/SIC codes
- Information about People with Significant Control (PSC)
- Location of statutory registers
Completing a confirmation statement
Before filing the confirmation statement, you need to check your current registered information at Companies House. We advise using the Companies House service.
You must provide Companies House with changes to your company, including:
- appointments, resignations or changes to personal details for every directors and company secretary;
- changes to the company name;
- changes to the registered office address;
- changes to the accounting reference date;
- changes to PSC details;
- changes to share structure.
The first confirmation statement you file must include a list of People with Significant Control (PSCs). Basically, a PSC is as an individual who:
- holds more than 25% of the company’s shares
- holds more than 25% of the company’s voting rights
- has the power to appoint or terminate a majority of the company’s board
- has the right to exercise or actually exercise significant influence or control over the company
- has the right to exercise or actually exercise significant influence or control over a trust or a firm that is not a legal entity which itself satisfies any of the first four conditions
You might have no PSCs in your company, and in this case, you must state that on the register and still notify the state.
Company A has two shareholders, each holding 50% of the shares. They each hold more than 25% of the company’s shares, so both of them are PSCs. If all the shares carry one vote, each of them holds more than 25% of the company’s voting rights. If nobody else has the right to appoint or terminate a majority of the board or has “significant influence or control”, those two people are the company’s only PSCs.
Company B has five shareholders, each holding 20% of the shares. None of the shareholder holds more than 25% of the shares or the voting rights. If nobody else meets other conditions, Company B doesn’t have any PSCs.
Some of those details, such as shareholders’ info, SIC code, and statement of capital can be updated within your confirmation statement. For any other changes, such as the registered address, or appointing/terminating a company director, you should fill out separate forms and submit them before the confirmation statement.
Don’t forget to file the confirmation statement even if there were no changes to your company since the last confirmation statement you filed. The Companies House needs to make sure that the records they hold are correct and up-to-date.
Dormant companies also must prepare and file the confirmation statements. Even if the business is not active, some company details might change, and you must submit them to the Companies House.
John used to run a beauty salon but then he closed it. He kept the legal entity – just in case. Over the next two years, he did not come up with the idea for another business, so he sold the company to an old friend who was not eager to go through incorporation. The company details changed although there were no business activities over the last two years – thus, the new owner had to make sure that the Companies House is notified about the changes.
You can register your company in the UK with us. Our experts will guide you all the way!
When do companies file the confirmation statements?
You must file the confirmation statement at least every 12 months. Thus, a company has a year after its formation to submit the first statement. Whenever it does so, a new timeframe is set. If it filed its first confirmation statement in June 2018, it must submit the next one by June 2019. You have 14 days after the confirmation date to submit or update your company details.
It is possible to file your confirmation statement at any other time during the review period. If you do it earlier, a new review period of 12 months starts. You can submit any number of confirmation statements per year, but no more than one every 24 hours.
Ann’s company is awaiting a complex capital reorganization. Those changes must be submitted via other forms, so it’s a good idea to file the confirmation statement and only then perform reorganization, otherwise at the end of the 12-month review period John has just 14 days to submit all the forms, and that can be tight.
Bill believes that after some share transactions or appointing some new famous manager it would be beneficial for the company to immediately show the changes on the public register rather than wait until the end of the review period, so he files his next confirmation statement after those transactions.
Mark has decided to align the confirmation statement submission date with other filing dates, especially the accounting ones. It’s not obligatory, but this way things are easier for Mark to administer. So he files his company’s confirmation statement way ahead of the deadline.
Subscribe to the deadline reminders at the Companies House and get a notification every time your confirmation date is close.
What if I don’t file the confirmation statement on time?
If one forgets to file the confirmation statement, it may cause a great trouble for the company. If one does not submit the confirmation statement within 14 days of its due date, it is considered as a criminal offence.
Directors and secretaries may be prosecuted. Somebody can be disqualified from acting as a company director. The process of striking the company off the registry might be initiated, which means the business might cease to exist.
How do I file my confirmation statement and how much does it cost?
The cheapest way to file your confirmation statement is via WebFiling — the Companies House service. You’ll need to register for it. The other option is to send paper forms by post. You can also get help from an agent company, and they will prepare and file your confirmation statements for you.
If you deliver your confirmation statement by post, the fee is £40. If you submit it online, the procedure will cost you only £13.
Now the tricky part: the payment period is different from the review period, though it also lasts 12 months. It means that you pay the filing fee once a year, no matter how many times you submitted your confirmation statement. So if you decide to file your next confirmation statement early, you don’t have to pay the fee again until the end of the 12 months.
Joanna filed her last confirmation statement on 1st August 2018. She did it online and paid £13. She is planning to have a complex reorganization in October 2018 and decides to submit the next confirmation statement before that in September. Because the payment period of 12 month hasn’t yet finished, she does not have to pay any fees in September.
What if I get something wrong?
If the Companies House gets any information inconsistent with the data they already hold on record, they will let you know.
Having received a notice, make sure you understand the nature of your errors, correct them by submitting the missing forms or by correcting the mistakes in your filing history and return a rejected form.
It is important to take action, otherwise your company may be publicly marked as inconsistent, and anyone searching for your company info would see that.
The Companies House has a number of ways to help companies comply with requirements. Those include:
- reminder letters and emails about a deadline;
- free interactive webinars;
- free online guidance for companies;
- support to customers through their contact centre.
- A confirmation statement contains the key information about your company.
- You must file it at least every 12 months.
- If you submit forms online, the fee is £13. The other option is to send paper documents by post and pay £40.
- You pay the filing fee once a year, no matter how many times you submitted your confirmation statement.