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Companies House changes - confirmation statements, statements of capital, fee changes, centralised registers, and more…

Posted: 05/07/2016

Confirmation statement

With effect from 30 June 2016, the requirement for companies to file an annual return has been replaced with a requirement for them to file a ‘confirmation statement’ at least once a year. The new form CS01 replaces the old form AR01. Form CS01 is divided into two sections – the first (see here) to be completed where the company is confirming that it has filed all information that it is required to have filed in respect of certain changes; and the second, in which the company is to notify any changes that have occurred (see here).

When a company files its first confirmation statement, it will for the first time, be required to include the information from its register of people with significant control (PSC Register) or, if it is a DTR5 issuer and therefore not required to keep a PSC Register, to confirm that fact. The first confirmation statement must also contain a statement of capital (unless the company has already filed one after 30 June 2016).

The new form CS01 cannot be used to advise Companies House of changes to directors or company secretaries, the registered office address or single alternative inspection location. These must be notified separately either before or at the same time as the confirmation statement is filed.

The due date for a company’s first confirmation statement is 12 months from the date of its last annual return (or, for new companies that were not due to file their first annual return before 30 June 2016, 12 months from the date of their incorporation) and it must be filed at Companies House within 14 days of the end of that period. Companies House has said that it will send an email alert or reminder letter to a company’s registered office when its first confirmation statement is due for filing.

Companies can file more than one confirmation statement in any year if they wish to do so. However, the annual filing fee - £13 for online filing and £40 for paper filing (which is the same as the fee for filing the annual return), will be payable only once. Where a company files more than one confirmation statement, the due date for the next one will be 12 months from the day after the confirmation date in the last-filed confirmation statement.

Companies House guidance about the new confirmation statement can be found here.

Filing of PSC information on incorporation

Companies incorporated on or after 30 June 2016 will need to file the information that would be required to be included in their PSC registers at Companies House on incorporation.

Statement of capital

Until now, when a company filed a statement of capital it was required to include details of the amount paid up and unpaid on each share. With effect from 30 June 2016, this is no longer the case – instead the statement of capital need only show the aggregate amount, if any, unpaid on all of the company’s issued shares. Where there are changes to share capital, a new statement of capital must be filed at Companies House, but where there have been no changes, then this can be indicated on the confirmation statement, without having to provide a further statement of capital (as was the case in the annual return).

Filing fees

Companies House has published its updated filing fees, which take effect from 30 June 2016. Details of those fees that have changed can be found here.

The cost of incorporating a company online has been reduced by £3.

Maintenance of statutory registers centrally at Companies House

The Small Business, Enterprise and Employment Act 2015 introduced provisions enabling private companies to elect to maintain certain of their statutory registers on the central register at Companies House, and thereby dispense with having to maintain their own registers additionally. These provisions come into force on 30 June 2016. The registers affected are the register of members, the register of directors, the register of secretaries, the register of director’s residential addresses and the PSC Register.

However, by doing this, full dates of birth (including the day of the date of birth) for directors and people with significant control, and their usual residential addresses, will be shown on the public register (whereas otherwise this information, whilst recorded by Companies House, would not be published). Losing this protection is likely to be a cause for concern for many individuals because of the risk of identity theft and other security issues.

Companies that elect to maintain their registers centrally will need to notify any changes to Companies House promptly rather than waiting until they file their annual confirmation statement.

Companies can elect in and out of holding their information solely on the central public register, but information once included on the public register will not be removed if the company subsequently opts out of holding its registers centrally.

This article was prepared by Angela Ragnauth and Richard Scampton.

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