Confirmation statements and the central register
Thursday, 7th July 2016
Changes to company filing requirements
The following changes to company filing requirements came into effect on 30 June 2016:
- Instead of an annual return, all companies must now file a confirmation statement at least once a year.
- A company may, if it so chooses, keep any or all of its register of members, register of directors, register of directors’ residential addresses, register of secretaries and PSC register on the central register at Companies House, as an alternative to keeping those registers at its registered office or single alternative inspection location.
- The statement of capital to be used in a confirmation statement and in other Companies House forms, such as a return of allotment of shares, has been simplified.
- A company’s first confirmation statement must include information from its PSC register, unless that information was filed on incorporation.
The main features of a confirmation statement are as follows:
- A confirmation statement must be filed on form CS01 within 14 days of the end of the twelve-month period in which it is due (the review period). This is a shorter grace period than that allowed for the annual return, which had to be filed within 28 days of the return date.
- A confirmation statement does not include details of the company’s directors, secretary, registered office, or alternative location for the inspection of documents. If any of these have changed during the year, and the company has filed the appropriate form already, no further action is necessary. If the appropriate forms have not been filed, the company should file them along with the confirmation statement.
- A confirmation statement should include details of the company’s principal business activities, statement of capital and shareholder information only if any of these has changed since the last such filing was made.
- The statement of capital to be included in a confirmation statement is now in simplified form, including a single aggregate figure for the amount unpaid on all shares in issue rather than separate figures for the amount paid (or unpaid) on each share.
- A company’s first confirmation statement should also include information from its PSC register, unless that information has already been given on incorporation or the company has elected to keep its PSC register on the central register. Companies due to file a confirmation statement shortly should therefore ensure that their PSC register is up to date. Subsequent confirmation statements should include changes to the PSC register that have taken place over the year, if any.
- Like an annual return, a confirmation statement may be filed early, before the expiry of the review period. If a company needs to make another filing (for example, to register the appointment of a new director), and its filings are otherwise up to date, it may be convenient to file a confirmation statement at the same time. The company will then not have to file another confirmation statement for a year. A company may also, if it so chooses, file a confirmation statement more frequently than once a year; only one annual fee is payable.
If a company elects to keep one or more of its statutory registers on the central register, which is available to the public on the Companies House website, the main consequences are as follows:
- Register of members – all shareholders must consent to the election to keep the register centrally. If the election is made, shareholders’ addresses will be available to the public, and changes in share ownership will become public as they occur, rather than at the end of the company’s review period.
- Register of directors – if the election to keep the register centrally is made, each director’s full date of birth will be available to the public, rather than just the month and year of birth.
- Register of directors’ residential addresses – keeping this register centrally makes no change to the information in the public domain (directors’ residential addresses are not available to the public).
- Register of secretaries – keeping this register centrally makes no change to the information in the public domain.
- PSC register – each person with significant control over the company has the right to object to the election to keep the register centrally. If the election is made, the full date of birth of each person with significant control will be in the public domain (rather than just the month and year), and changes to the PSC register will become public as they occur.
For further details of these changes, see our information sheet.