New UK Company Rules – Confirmation Statements

UK Company Formation RulesFrom today (30th June 2016) limited company Annual Returns are being replaced by Confirmation Statements. Previously all limited companies were required to file an Annual Return each year. Annual Returns were a separate requirement from the financial accounts. The Annual Return was a statement to Companies House to outline the current structure of the business including the directors, shareholders, relevant addresses and the SIC code. The details on the Annual Return were drafted by the limited company, or their agent, and then submitted to Companies House.

The new confirmation statements are very similar to Annual Returns. A confirmation statement is still outlines the current structure of the business including the directors, shareholders, relevant addresses and the SIC code. The major difference is that with an Annual Return each limited company had to tell Companies House what their details were every 12 months. With the new Confirmation Statement Companies House will tell you what they think your details are and then you confirm if that is correct or not.

So essentially:

Annual Return = You tell Companies House how your company is structured every year

Confirmation Statement = Companies House will tell you how they think your company is structured every year and you tell them if they are right.

 

Confirmation Statements and PSC

One of the other changes being brought in at the same time as confirmation statements is the register of people with significant influence or control (PSC). This is a statement all limited companies have to make as to who controls their business. A person with significant influence or control is an individual who:

  • owns more than 25% of a company’s shares
  • holds more than 25% of a company’s voting rights
  • holds the right to appoint or remove the majority of directors
  • has the right to, or actually exercises significant influence or control
  • holds the right to exercise or actually exercises significant control over a trust or company that meets one of the first 4 conditions.

New companies being formed on or after 30th June 2016 will declare their PSC when the company is registered. Companies formed before 30th June 2016 will be asked to confirm their PSC when they do their next Confirmation Statement. Up until that point they will be expected to have a PSC register which they should keep as a document.

 

When does the Confirmation Statement need to be done?

Your Confirmation Statement is due a year after the incorporation of your company or a year after the date you filed your last annual return if this is different. Depending on how your company was setup HMRC should send out an email reminder or a reminder in the post when your Confirmation Statement is due (as they used to do with Annual Returns). If you are unsure you can also check the date for your company on the Companies House website.

 

Help with Confirmation Statements

As an electronic filing agent with Companies House we can complete confirmation statements on behalf of limited companies. We can also provide you with the PSC registers if you do not already have them. Just give us a call on 0800 0828 727 to find out more.

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