Anyone who’s ever been a director of a limited company should be aware of the need to submit an Annual Return to Companies House each year. Since 30th June 2016, that document has been replaced by a Confirmation Statement that contains similar information but additionally includes details of ‘Persons with Significant Control’.
The new confirmation statement is similar in content to the Annual Return it replaces but is intended to simplify completion. Its purpose is to confirm that important company data recorded at Companies House is accurate and up-to-date. Consequently, unlike the Annual Return where full information had to be provided each year, details only have to be submitted once. On subsequent statements, it is sufficient to simply confirm if data is unchanged and to update that which is different.
The confirmation statement can be submitted by post at a cost of £40 annually or online for £13 each year. Not only is the latter method cheaper, completion is simplified due to some data being pre-populated and inbuilt checks ensuring greater accuracy.
It has to be filed by a director or company secretary of a limited company or a designated member of a limited liability partnership (LLP). The due date for filing the statement, known as the ‘confirmation date’, is the anniversary date of the company formation or the ‘made up’ date of the last annual return. It has to be delivered to Companies House within fourteen days of this date and applies to active and dormant companies.
Sending the confirmation statement in late isn’t too serious providing you don’t delay too long. However, failure to submit can result in the company being struck off the register, with assets passing to the Crown, and possible prosecution of company officers or LLP members. To avoid this happening, you can request an email remember of your filing deadline, which will also provide other useful information; details about doing this can be found at https://www.gov.uk/government/news/email-reminders-help-companies-file-on-time.
What you need to put in the Confirmation Statement
Once you’ve filed your first statement, others should be simpler since you’ll only need to confirm unchanged information and record anything that’s different. Overall, the information to be filed is:
- company name and registration number
- registered office address and the address of the single alternate inspection location where specified company records are kept (if any)
- information about company directors and company secretary (if applicable), including full name and former name, residential and service addresses, date of birth, nationality and occupation
- type of business, based on a Standard Industry Classification (SIC) code (a list is available at http://resources.companieshouse.gov.uk/sic/), and principal activities
- whether a public or private company
- statement of issued shares, with details of each class of shares, and if traded on a regulated market
- names of shareholders and number and type of shares held by each one
- details of persons with significant control; this is the greatest change and covers information not provided previously.
Persons with Significant Control — inclusion in the register and confirmation statement
All companies and LLPs are required, since 6th April 2016, to keep a register of people with significant control of the organisation. This contrasts with the previous requirement to record only the legal owners. The purpose of this is to improve transparency by identifying ultimate owners and controllers of companies, with the aims of deterring money laundering and other illegal activities, and improving corporate behaviour.
Inclusion on the register covers those, either individuals or legal entities, who directly or indirectly:
- hold over 25% of the issued share capital or voting rights or
- have the right to appoint or remove most directors or
- are able to exercise significant influence or control of the organisation; this can be exercised in a number of ways, including directing activities, determining decisions and changing the nature of the business.
You have a legal responsibility to keep an up-to-date register if you are a company director or secretary, or a designated LLP member. Failure to do so is a breach of statutory duties and a criminal offence, potentially risking a fine or prison sentence for responsible persons.
Identifying people or entities to include in the register can be the biggest challenge and you are required to take reasonable steps to do so. This may entail sending notices to those who you believe should be registered, asking them to confirm their position.
From the effective date of 6th April 2016, the Persons with Significant Control register must not be blank. You must enter details of all those with significant control or record that there are no such persons or entities, or that information is still being sought. For each identified person or entity, record:
- name or registered name and registration details
- date of birth and nationality of a person
- residential and service address for a person, registered or principal office address if an entity
- date when became a Person with Significant Control
- the condition met to become a Person with Significant Control with quantification of interest.
Once the register has been created, it must be constantly updated to take account of changes. Full details must be included in the first Confirmation Statement submitted to Companies House and changes must be notified on subsequent statements. Your register must be kept at either your registered office or single alternate inspection location and must be available for inspection by persons or organisations, although residential addresses are not to be disclosed.
Obtaining help and advice
A guide to the Confirmation Statement, including where to obtain forms, is available at https://www.gov.uk/government/publications/confirmation-statement/confirmation-statement while a five-page summary guidance and an 86-page full non-statutory guidance are available for the new Persons with Significant Control requirement from the Department of Business, Innovation and Skills (https://www.gov.uk/government/publications/guidance-to-the-people-with-significant-control-requirements-for-companies-and-limited-liability-partnerships). If you find all this somewhat daunting, however, you can simply sign up to your Business Plus package, and allow us to take care of it all for you.