A company’s confirmation statement refers to the document which is required to be filed annually to Companies House. In the hustle and bustle of running your own business, compliance such as filing your annual confirmation statement can often get overlooked. All UK-registered limited companies and limited liability partnerships (LLPs) must deliver a confirmation statement to Companies House (the registrar). This must be done at least once every 12 months, even if the business is dormant.
The reason why confirmation statements are so important to Companies House is because they verify that important company data recorded is accurate at a certain date. If any information held on record is incorrect, changed, or is out of date when the confirmation statement is due, the company is required to update the data in the confirmation statement.
We break down what exactly goes into a confirmation statement, what happens if you file late, and how Nordens can take care of the whole process for your business.
What Is A Confirmation Statement & What Does It Include?
In order to complete a confirmation statement, all you need to is simply verify the information registered at Companies House and confirm that it is correct and up to date at that time of submission. You must file a confirmation statement even if there have been no changes to your company during the review period. This confirms that your records are up to date and the information held by Companies House is correct.
The information which needs to be checked over and verified includes:
- Registered office address
- Single Alternative Inspection Location (SAIL address)
- Current company officers (i.e., directors, company secretary, LLP members)
- Location of the company’s statutory registers (i.e., at the registered office, at a SAIL address, or held at Companies House)
- Standard Industrial Classification (SIC) codes (i.e., the company’s principal business activities)
- Name of each shareholder
- Shares held by each shareholder (class, quantity, and details of any transfers)
- Statement of capital
- total number of issued shares of the company
- the aggregate nominal value of those shares
- aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium)
- prescribed particulars of rights attached to each class of share
- total number of shares of each class
- aggregate nominal value of each class of share
- Trading status of shares
- People with Significant Control (PSCs)
- Exemption from keeping a PSC register
As well as this, changed information which can be reported or updated includes:
- Standard Industrial Classification (SIC) codes
- statement of capital
- trading status of shares
- exemption from keeping a PSC register
- shareholder information
Any other information, such as changes to an officers’ details or a registered address, are required to be reported separately. This is to be filed using the relevant Companies House forms. You can complete these forms and update the required information prior to, or at the same time as, filing your confirmation statement.
Who Files A Confirmation Statement?
The Directors of a company are legally responsible to ensure that all statutory documents, including confirmation statements, are filed with Companies House by the necessary deadlines. This is also a legal requirement if these administrative tasks are delegated to a company secretary. In an LLP, designated members are responsible for filing confirmation statements.
At Nordens, we pride ourselves on offering a high-quality and efficient service in this area through our Company Secretarial department. We would be happy to take care of completing and submitting an annual confirmation statement to Companies House. As well as this, should a statement need to be resubmitted is also part of our service package that we offer. This can provide invaluable support for a business by taking away an often-mundane task, enabling you to focus fully on the day to day running. If this sounds of interest, then please get in touch with us by emailing email@example.com or by calling 020 8530 0720.
You must file at least one confirmation statement every 12 months. Your 12-month review period starts on either:
- the date your company incorporated
- the date you filed your last confirmation statement
You must file your statement within 14 days of the end of your review period. You can file a statement early at any time during your review period. If you file a confirmation statement early, it will start a new 12-month review period.
What Happens If I File A Confirmation Statement Late?
Failure to file confirmation statements is a criminal offence and directors can be personally fined in the criminal courts. Any criminal proceedings for not filing confirmation statements are separate from any late filing penalties issued by Companies House against the limited company.
If a company does not file a confirmation statement, both the company and its officers may be subject to prosecution. This is as a result of breaching the Companies Act 2006. Fines of up to £5,000 can be levied on each of the company officers. Directors can receive disqualification orders, precluding them from holding company officer posts for a certain number of years. The company can also be struck off the register. If the confirmation statement is not filed within 2 months of the date that the compulsory strike off was initiated, the company will be closed. Should you file it late but before the company closes, the strike off will be stopped.
If a company does not file a confirmation statement by the relevant deadline, it can still be filed late. There are no automatic financial penalties for failure to file a confirmation statement on time. Companies House will generally issue an automatic warning if a filing deadline is missed. This will serve as an initial reminder and provide a chance for the company to meet its filing responsibilities without being penalised. However, as well as the obvious statutory penalties, failure to maintain the accuracy of company information held by the registrar of companies can also affect the creditworthiness of a company.
Moreover, any identifications of incorrect information held on the public register during a due diligence exercise could lead to problems. This includes securing investment and funding, or even the prospects of a planned takeover or merger.
We hope this has outlined to you what a confirmation statement is, the importance of them for Companies House, and how Nordens can help. If you’d like to know any further information on anything mentioned, or anything accounting related for that matter, please do not hesitate to get in contact with us at Nordens, where one of our trusted advisors would be happy talking you through your query.