Understanding the Confirmation Statement in the UK
Companies House introduced to file Confirmation Statement as a replacement of Annual Return from in June 2016. Confirmation Statement does the same thing as Annual Return, but it is quicker and easier to file.
The primary purpose of filing a Confirmation Statement is to confirm the information holds on Company House is up-to-date and accurate. The key information published on Companies House website is about the management, ownership, activities, financial and capital position of the companies registered in the UK.
Confirmation Statement is a legal document that all companies must file with Companies House at least once every 12 months. A company must review any essential information that has changed but has not been filed before submitting an annual Confirmation Statement.
The key components to include in a Confirmation Statement are company name, company registration number and registered office address. Changes other than shareholders information, SIC code, and statement of capital information must fill out separate forms and filed within 14 days while if more shares issued to shareholders must file with Companies House within one month of the change effected.
Non-compliance of Confirmation Statement deadline may cause adverse consequences to company’s reputation, credibility, credit rating and/or negotiation power with its stakeholders. Continuously failed to submit the statement on time or provided incorrect information can result in legal repercussions or being striking off by Companies House.
At Kaizen, our team of accountants are here to help to go through all procedures of filing Confirmation Statement and other forms of company information changes.
- Confirmation Statement in the UK
A Confirmation Statement is a legal document that every limited company and limited liability partnership (LLP), dormant and non-trading companies, registered in the UK must file with Companies House at least once every 12 months. The primary purpose of filing is to confirm the information holds on Company House is up-to-date and accurate.
A Confirmation Statement enhances the transparency of significant information for all stakeholders, potential investors, and the public.
- Key Components of a Confirmation Statement
(1)
|
Company Details: This section includes company registered name, registered number, and the type of company.
|
(2)
|
Registered Office Address: The company’s official address must be a physical address where it can be located and where official correspondence is sent to there.
|
(3)
|
SIC Code: The Standard Industrial Classification (SIC) code that categorizes the nature of the company’s business activities.
|
(4)
|
Statement of Capital: This includes details about the company’s share capital, including the number of shares issued, their nominal value, and any changes since the last statement.
|
(5)
|
Shareholders?Information: A list of all individuals or entities who hold shares in the company, along with the number and class of shares they own.
|
(6)
|
Company Officers: Information about the company’s officers, such as directors, secretaries, and other key personnel.
|
(7)
|
People with Significant Control (PSC): Basically, a PSC is as an individual who holds more than 25% of the company’s shares and voting rights and exert the significant controlling power and influences over the company’s management and board of directors.
|
- Filing Requirements of a Confirmation Statement
A company must review any essential information that has changed but has not been filed before submitting an annual Confirmation Statement. Some of the changes, such as shareholders information, SIC code, and statement of capital can be updated either when filing of a confirmation statement or within 14 days of the changes effected.
The statement can be submitted online through the Companies House website and can also be filed via postal mail, although online filing is generally a faster and more convenient channel.
If no changes or all changes have already been filed since the last confirmation statement, the company can submit a no update statement.
- Changes need to tell Companies House separately
The following changes must fill out separate forms and filed to Companies House：
(1)
|
within 14 days of the change effected:
(a) the company name;
(b) the registered office address;
(c) appointing or resigning of directors or their personal details, such as their address;
(d) updating the records of PSC, or their personal details like a new address;
(e) appointing a new or ending an existing company secretary appointment;
(f) shortened or extended the accounting reference date;
(g) starting or ending of a charge, such as a mortgage and a loan agreement.
|
(2)
|
within a month of the change effected:
(a) issued more shares to shareholders.
|
- Consequences of missing filing deadlines
Non-compliance of Confirmation Statement deadline may cause adverse consequences to a company:
(1)
|
Public Record: Viewing a company’s information is one of the effective ways to understand a company for prospective clients, suppliers, banks, partners, and investor. If late filing records are consistently recorded on the company’s filing history, it will cause an unfavourable impact to the company.
|
(2)
|
Loss of Good Standing: Consistent late filing or non-compliance with filing requirements harms the company’s reputation and credibility. This could affect the company’s credit rating and negotiation power with its stakeholders.
|
(3)
|
Compulsory Striking Off from the Register: If a company continues to fail to file an acknowledgement of declaration, the Companies Registry has the power to initiate proceedings to forcibly remove the company from the register. When the proceedings are initiated, the Companies Registry will send a formal notice to the company and publish a notice in the Gazette. If the company fails to take remedial measures, the company will be forcibly delisted, the company’s bank account will be frozen from the date of dissolution, and all the company’s assets will be confiscated to the government.
|
|
|
- Kaizen’s Service Fee
Our fee schedule:
|
No.
|
Service
|
Fee (?
|
|
1
|
Filing of Confirmation Statement (annually)
|
300
|
|
2
|
Registered agent and Registered Office Address services for one year
|
200
|
|
3
|
Changes of company name
|
100
|
|
4
|
Changes of registered office address
|
100
|
|
5
|
Appoint, resign or changes of details of a director, company secretary and People with Significant Control (PSC)
|
100
|
|
6
|
Transfer of shares
|
300+
|
|
7
|
Issue of shares
|
250+
|
|
8
|
Shorten or extend Accounting Reference Date
|
100
| |
