- Written by Sinead Byrne
From 30th June 2016, the current Annual Return for limited companies (an annual administrative requirement) will be replaced by the new Confirmation Statement. The Confirmation Statement serves a similar purpose as the Annual Return - to supply information for inclusion on the public register - and is also filed once every 12 months.
So what’s different?
Rather than providing a current statement of data at the time of submission, the requirement will be to simply ‘check and confirm’ the information held is correct. Any changes or updates to information can be reported with the Confirmation Statement throughout the year.
The date of which a Confirmation Statement is to be filed can be chosen, providing at least one statement every 12 months is delivered. Positive implications of this would be that the filing date can be aligned with other statutory filing dates for administrative ease, although it is important to be aware that the initial deadline will be 12 months from the last annual return submission or before. Once submitted, the next due date will be twelve months from the day of submission. For example, if your first confirmation statement is due on 1st September 2016, but you submit the statement on 1st August 2016, the following year’s deadline will be 1st August 2017.
A key important change to be aware of is that filing must now be completed within 14 days of the due date as opposed the Annual Return’s 28 days leniency.
Once filed, unlike the Annual Return, you can update the information as many times during the year as needed without paying any additional fees. The yearly filing fee to Companies House remains the same; £13 when filed online or £40 when filed on paper.
Another difference, particularly notable for its introduction in 2016, is that the Confirmation Statement includes the information held in an entity’s PSC register.
What is a PSC Register?
From April 6th 2016, companies, Limited Liability Partnerships (LLPs) and Societates Europaeae (SEs) must start keeping details of People with Significant Control (PSC). The PSC Register has been introduced as part of the Small Business, Enterprise and Employment (SBEE) Act 2015, with the intended purpose being to improve corporate transparency to the public by disclosing who owns and controls UK-registered corporations. A person with significant control can be defined by meeting one or more of the conditions listed:
Owns in excess of 25% of the company’s issued shares
Holds 25% or more of the company’s voting rights
Has the right to appoint or remove the majority of the board of directors
Further, less common, conditions include:
Any individuals who have the right to, or actually exercise significant control or influence over the company
Where a firm or trust meets one of the initial three statements, PSC’s are individuals with significant control or influence over that trust or firm
Changes to PSC details should be reported on submission of the Confirmation Statement. Failure to keep the information up to date can result in a criminal offence. Any companies incorporated after 30th June will need to complete a statement of initial control containing the company’s PSC information when registering.
Overall therefore the abolition of the Annual Return and the introduction of the Confirmation Statement will undoubtedly result in a more transparent view of all companies registered in the UK, as the percentage of interest and personal details of previously undisclosed individuals (and legal entities) will now require disclosure on public record. It will also undoubtedly further the administrative requirements of UK registered companies.
If you require any further information on the above changes, please do not hesitate to contact a member of the Spirare team.