The Annual Confirmation Statement -an annual filing requirement
If you are a UK company owner, you may wonder what is a Companies House Confirmation Statement.
The company Confirmation Statement form came into force in the UK on 30 June 2016. This applies to each UK small business that operates as a company. Furthermore, the form replaced a previous version named the Annual Return.
The Confirmation Statement is referenced as form CS01 and contains various company information. This includes the company number, the registered office, and details of company officials. It also consists of the company activity(s) and other information.
Every UK company files the Confirmation Statement form on public record each year. As a small limited company owner, you will also file a shortened version of the company accounts yearly on public record. These documents are then available for inspection on the UK public record.
The version of the Confirmation Statement (CS) on the record contains the company name. It also shows the registration number along with a basic declaration and the name of the person the form was authenticated by.
As a limited company contractor, if you have a good accountant, they will usually file the CS form for them.
A brief history up to now
As we mentioned earlier, the Confirmation Statement replaced the Annual Return on 30 June 2016.
The new style Companies House form now shows less information when you compare this to its previous versions. Now, it just shows some basic company details, and the rise of cyber-related crime in recent years prompted the government to change the form.
The information you report on the form is shown on the Public Register.
The Public Register is on the Companies House website and is available for businesses and individuals to view online.
As a director, one of your legal duties is to file a company Confirmation Statement each year. When you do so, the details held by Companies House for your UK company will be accurate and up to date.
Annual filing duties
Every year, as a limited company contractor and director, part of your duties include filing two documents with Companies House. These two documents are:
- The company annual accounts. The accounts that you file display certain financial information about your business. The accounts include your Balance Sheet, a reduced version of the full set of company accounts. They only show the information that Companies House require under the present reporting requirements. The accounts need filing every twelve months. A company has nine months after its year-end accounting date to file the accounts with Companies House.
- The Confirmation Statement. This form shows your business’ legal data. You will report who the company officials are and where the registered office is. It also shows other details, such as the business trade (the SIC code signifies this) and who the controlling parties are. Every twelve months, every UK company must complete this, and when filing Confirmation Statement, it has a `due date’, which is usually the anniversary of its incorporation date. The due date is 14 days after the `made up to’ date, and this is the time that you have to file the Confirmation Statement form with Companies House.
Failing to file on time or at all
Please note that when there is a failure to file the annual accounts or Confirmation Statement for the review period, this is a criminal offence. However, when you file these late, this is not an offence but can lead to fines. The company can even be struck off in some cases.
Therefore, these documents must be filed correctly and on time.
How to file Companies House Confirmation Statement
Review period and date the form is made up to
When we look at how to file a Confirmation Statement, the form has a review period and a date that it is made up to.
Your company’s review period will start on either the date you incorporated your company or the date you filed your last confirmation statement.
The date to which you make the form up to is ordinarily the anniversary of the company’s formation date. Therefore, you will usually file your form up to this anniversary date every year. That is unless, at some point, you file a Confirmation Statement up to a different date. If you do file a return up to another date, this will be the new default date that you make the form up to each year in future.
How to file
A company must file the Confirmation Statement within 14 days of the `made up to’ date. You should check that all the details shown on the form are correct before it is submitted to Companies House.
You can file the form online via the WebFiling service on the Companies House website. Your accountant will typically do this for you as part of their service. There is a standard £13 annual fee to pay when you file the form online. This fee is a tax-deductible expense.
Alternatively, you can file the CS01 form by post and send this on to Companies House. When you file in paper form, the fee is £40, and it will take longer than filing online. The fee, once again, will be a tax-deductible expense.
During the course of each year, you may have to file other changes with Companies House. These could include changes in company officials or the addresses of these or the company. It could also include the change of company name or activity. Most of these do not incur a fee, however one or two do including the change of name. Any filing fees that you pay to Companies House are tax-deductible.
Filing another form
Besides the annual requirement to file a company Confirmation Statement, you can also file a further one before your next one is due if required. You might need to do this if you know an error needs correcting. There is no £13 fee to pay if you file another form before the next one is usually due.
Companies House Confirmation Statement overdue
If you have missed the filing date, you should complete the form and file it as soon as possible. There are no fines as such for late filing. However, Companies House has been known to remove a company from the register if a company is late filing by more than a month or so. When this happens, the company’s bank account will be frozen, and any assets will go to the Crown. Consequently, it costs about £200 to officially restore a company, which is not a straightforward process.
Report changes during the year
All private limited companies are required to report specific changes in their company details. They do this as any changes take place during the year. This process is in place so that the information held by Companies House is up to date.
One frequent change may include a change in your registered office address. Another change may be when you appoint or resign the officials or change a company official’s address.
Other changes may include the allotment of new shares and the who now owns these.
If you would like to change the name of your limited company, we have a separate guide for this.
Once again, you can file most changes via the WebFiling service on the Companies House website.
What information does the Confirmation Statement show?
Here is a list of what the Confirmation Statement form includes in more detail:
- The company name and registration number.
- The registered office address. Also, a Single Alternative Inspection Location. This address is also known as SAIL.
- The form also shows the address where you keep the company’s statutory registers.
- The full name(s) and service address of all company officers. These include directors and the company secretary. In addition, directors must also provide their date of birth, nationality, occupation and residential address. The Companies House register does not show the residential address. It only shows the month and year for the director’s date of birth. Please note, nowadays, most contractors with their own company do not have a company secretary. This is because there is now no legal requirement for this.
- The full names of the shareholders. This includes the type of shares in issue and the details of any transfer of shares.
Further information that is shown on the CS
- Shown on the form is a statement of capital which will include the total number of shares in the company. It will also have the aggregate nominal value of the shares and, if relevant, the aggregate amount that is unpaid on the shares.
- You should also confirm the total number of shares and their respective rights for each type of share. You will also show their aggregate nominal value.
- The Confirmation Statement form also shows People with Significant Control (PSC) details. A PSC is someone who owns more than 25% of the shares or voting rights in a company or exercises some other form of control. With regards to the PSC information, this shows the name, date of birth and nationality. It also shows the same two addresses as is shown for a director. Furthermore, it shows the date they first became a Person with Significant Control.
All companies now need to keep a PSC register at their registered office. A company owner can also keep this at the alternative SAIL address. The register must also be ready for inspection upon request.
It is a legal duty to file a Confirmation Statement each year. Failure to do so could lead Companies House to assume that your company is no longer trading. As a result, they could then strike your business off the register.
If your company does not have a secretary, it will be one of the directors who will ensure that the Confirmation Statement form is filed on time every year.
You must check the details if you complete the Confirmation Statement yourself. Please make sure that you make any necessary changes before you file this and file it on time.
As a final thought, many UK contractors and business owners do not have to worry about the need to file a company Confirmation Statement. They will typically just let their accountant deal with this on their behalf.
Link to Contractor Advice UK group on LinkedIn