UK: Out With Annual Returns - And In With Confirmation Statements

Last Updated: 13 June 2016
Article by Sharon Ayres

UK Companies and limited liability partnerships (LLPs) will no longer be required after 30 June 2016 to file an Annual Return – instead the requirement is to file a confirmation statement. This short note answers the key questions relating to the new confirmation statement.

What is the confirmation statement?

From 30 June 2016 all UK companies and LLPs will need to file a confirmation statement (being form CS01 and LLCS01 respectively) and not an annual return. The confirmation statement will serve a similar purpose to the annual return in updating the records at Companies House with key detail relating to companies and LLPs.

When must the confirmation statement be filed?

At least one confirmation statement must be filed each year but unlike the Annual Return there will be no set date when a confirmation statement must be filed. Confirmation statements can be filed during the year to update information filed at Companies House.

Essentially no more than 12 months must elapse between each confirmation statement being filed. The first Confirmation Statement must not be more than 12 months after the date of the last filed Annual Return.

What does the confirmation statement look like?

Companies House have not formally released the new forms but are due to do so shortly. The confirmation statement is a two-page statement detailing Company Number, Company Name, Confirmation Date. The statement is accompanied by various additional pages containing information on shareholders, statement of capital, Standard Industrial Classification (SIC) code and trading statement of the shares.

The first confirmation statement will also need to include information about 'Persons with Significant Control'. While many companies have already generated the PSC statutory registers that will contain this information, we expect that the requirement to include the PSC information in the confirmation statement will cause some confusion and generate further enquiries.

The aggregate form is consequently quite large (we understand it is 65 pages long).

Do I notify all changes by way of the confirmation statement?

Any changes to a company's officers, registered office address, Single Alterative Inspection Location (SAIL) and other company records cannot be addressed through the confirmation statement itself and must be changed using the appropriate form but they can be filed at the same time as the confirmation statement if not filed already.

How much will it cost?

The fee for the confirmation statement will be the same as the annual return: £13 when filed online or £40 when filed on paper. You'll only have to pay the fee once a year and this will cover you for a 12-month period. During those 12 months, you can file as many confirmation statements as you want without having to pay the fee again.

Will there continue to be a grace period for filing the information?

The 28-day grace period for annual returns has changed to a 14-day period.

Does this impact new incorporations?

New formations of companies and LLPs after 30 June 2016 will need to include information about any initial PSC. As such new forms IN01 and LLIN01 are being published.

The introduction of the confirmation statement is one further step to implement the provisions of the Small Business Enterprise and Employment Act 2015 which we reported on in August 2015.

Gowling WLG's Company Secretarial team comprises a team of specialists trained on a comprehensive range of company secretarial issues. We use fixed pricing options wherever possible to give clients certainty and security.

This briefing note contains a summary of the legal position as at 6 June 2016 and is no substitute for looking at the full terms of the legislation and most current guidance.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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