Companies are required to undertake a range of filings on an annual basis – namely the ‘confirmation statement’, annual accounts, and corporation tax filings. Failure to do so can have potentially serious consequences, so it is extremely important to understand what your annual requirements are, and when they are due.
What is the purpose of a confirmation statement?
All companies – including those which are dormant or not trading – are legally required to submit a ‘confirmation statement’ (Companies House form CS01) each and every year to Companies House. Previously known as an annual return, the confirmation statement sets out the relevant details of a company (such as their current shareholders), helping ensure Companies House has all the latest information. The information it specifically reports is as follows:
- Standard Industrial Classification codes (SICs)
- Statement of Capital
- Trading status of shares
- Shareholder information
When is a confirmation statement due?
Companies are required to file at least one confirmation statement in every 12 month period, known as a ‘review period’. For new companies, this review period begins on the date of the company incorporation – subsequent review periods begin on the date the last confirmation statement was submitted.
Confirmation statements must be filed at least 14 days following the end of each relevant review period. This is known as the ‘filing period,’ although they can be filed earlier if the company wishes. Submitting a confirmation statement early will automatically reset the 12 month review period.
Example A: New company was incorporated on 1 April 2019. The review period begins on 1 April 2019 and ends on 31 March 2020. Their confirmation statement must be filed by 14 April 2020 at the latest.
Example B: New company was incorporated on 1 April 2019. The review period begins on 1 April 2019 and ends on 31 March 2020. They decide to submit a confirmation statement on 1 January 2020. This means the next review period will run from 1 January 2020 to 31 December 2020 – and their next confirmation statement must be filed by 14 January 2021 at the latest.
Difference between the confirmation statement and the old annual return
The confirmation statement was introduced on 30 June 2016. Prior to that date, a similar filing requirement existed but it was instead called an annual return – and indeed many businesses which have been established for several years are still more familiar with this term. Although the purpose of both the confirmation statement and annual return is broadly the same (i.e. to ensure any changes to important company details are updated on the public register), there are nevertheless a number of differences:
- Whereas the annual return provided a snapshot of a company at a specific date, the confirmation statement requires the company officials to check and confirm that the information held by Companies House, including that which is not reported using the confirmation statement, is accurate and up to date.
- A confirmation statement is only required to provide details on aspects of a company that have changed since the last confirmation statement. For example, if in the last confirmation statement a company reported that its shares had been transferred to a new shareholder and there had not been any further changes to the shareholders since, then the next confirmation statement would not require the company report its list of shareholders unless the shareholders had changed again.
- The confirmation statement also briefly was used to report a company’s people of significant control (part 5), although this was later removed with the introduction of the dedicated PSC01-09 forms.
Do dormant companies still need to file a confirmation statement?
Yes. Dormant companies, even those dormant for Corporation Tax or dormant according to Companies House, are still obliged to submit their annual confirmation statements.
How to file a confirmation statement
- Check the details of your company currently held by Companies House. You can find a summary of these details on Companies House Service.
- Ensure any details which are out of date are updated. This might include the details of the directors and company secretaries, people with significant control (PSCs), or the registered office address of a company.
- Write up the confirmation statement online or via paper to confirm or update details on a company’s Standard Industrial Classification (SIC) codes, statement of capital, trading status of shares, and shareholder information.
- Pay the annual fee – this is £13.00 for confirmation statements which are filed online or £40.00 if a paper form is used. Payment covers each 12 month ‘payment period’ which begins on the date payment is made. This may well be different from the review period, and it covers the period of time as opposed to each confirmation statement submitted, i.e. multiple confirmation statements can be filed in each payment period without incurring any extra fee.
Note: Even if nothing has changed during the review period, it is still necessary to file a confirmation statement.
Quality Company Formations provide a confirmation statement filing service, helping ensure you never miss a deadline, and submit your confirmation statement correctly. Existing customers can purchase this service through the ‘Shop’ by logging into their account, and it is also available to any company on our Confirmation Statement Service page.
What are annual accounts?
Company directors are required to prepare accounts (known as ‘statutory accounts’) for each financial year, which will generally include:
- Profit and loss (P&L) statement
- Balance sheet (this needs to be signed by a director on behalf of the board)
- Any additional notes pertaining to the accounts
The purpose of the annual accounts is to provide a general overview of a company’s financial position. For stand-alone companies, these are known as individual accounts. Parent companies may additionally need to prepare group accounts. Annual accounts should generally be accompanied by a directors’ report signed by a director or company secretary which includes a business review/strategic report; and an auditor’s report (unless there is an exemption from audit).
These annual accounts must be shared with members and shareholders, and the company is also required to file these with Companies House (and, in some instances, with other regulatory bodies).
When are annual accounts due?
A company’s first set of accounts must be filed within the first 21 months of its incorporation date. Accounts thereafter must be filed within 9 months of its accounting reference date (the date the accounts will be made up to), or 6 months after its accounting reference date if it is a public company.
For purposes of accounting reference dates, a month is considered to begin and end with the same day in the month – unless the accounting reference date falls on the last day of the month, in which case the filing period falls on the last day of the relevant month.
Example A: a private company incorporated on 25 February 2019 has until 25 November 2020 to submit its first set of accounts.
Example B: a private company with an accounting reference date for its second set of annual accounts of 4 April 2019 has until midnight on 4 January 2020 to submit annual accounts to Companies House.
Example C: a private company with an accounting reference date of 30 April 2019 has until midnight on 31 January 2020 to submit annual accounts to Companies House (not 30 January 2020).
A couple of important points to note regarding deadlines are:
- Filing deadlines which fall on a Sunday or a Bank Holiday do not automatically move to the next working day – annual accounts must still be filed by the deadline, no matter what the day.
- If the date of sending and delivering annual accounts are different, it is the date on which accounts are delivered to Companies House that is considered the day of filing – not the day on which they are sent. This is particularly relevant if accounts are filed by post.
New companies which are submitting their first set of annual accounts which cover a period of more than 12 months, must deliver accounts to Companies House within 21 months of the date of incorporation (or 18 months for public companies). If the first set of annual accounts cover a period of 12 months or less, the general filing deadlines apply (9 months following the accounting reference date).
Companies which have shortened their accounting period (which is reported at Companies House using form AA01 ‘Change your company accounting reference date’) will have a filing deadline of 9 months from the new accounting reference date (6 months in the case of public companies) or 3 months from the date of receipt of notice of change, whichever is longer.
How do I file annual accounts?
You can file your annual accounts online with Companies House, or by sending them hard copies.
Although there is no specific requirement for companies to use a professional accountant to prepare annual accounts, directors should ensure they are aware of their legal responsibilities and it is recommended they seek professional advice.
Do I have to file annual accounts if my company is dormant?
Even if your company is dormant, it still must submit annual accounts to Companies House. Dormant companies do have the option of submitting ‘dormant company accounts’, which represent a greatly reduced administrative burden, provided the company has had no ‘significant transactions’ during its financial year.
Quality Company Formations offer a Dormant Company Accounts Service at a cost of £39.99 plus VAT, ensuring your accounts are filed in just 1 working day. Existing customers can login to their account on our website and purchase the service in the Shop area. New customers can purchase the service by visiting our Dormant Company Accounts Service page, or by calling our Company Secretarial Team on +44 (0)203 984 5389.
Corporation tax return
What is corporation tax and how is it filed?
Corporation tax (also known as company tax) must be paid by businesses which make profits from conducting business as companies (this also applies to clubs, co-operatives or other unincorporated associations and foreign companies with a UK branch or office). Sole traders do not need to pay corporation tax.
Although applicable businesses do not receive a bill for corporation tax, they are required to:
- Register for corporation tax (unincorporated associations should write to HMRC)
- Work out their profit or loss for corporation tax (which is different from the P&L statement prepared for annual accounts) and how much they need to pay
- Ensure they pay any corporation tax owed or report that they have nothing to pay by the deadline (see below)
Deadlines for filing corporation tax
Payment (or declaring nothing to pay): The deadline is normally 9 months and 1 day after the end of the accounting period. The corporation tax period is generally the same 12 month period as that covered by annual accounts, although sometimes they may diverge.
Filing a company tax return: the deadline is normally 12 months after the end of the accounting period.
Note: Dormant companies do not need to file corporation tax returns after they have told HMRC that they are dormant. If a company fails to tell HMRC they are dormant, they will be expected to complete a corporation tax return and will be fined if they fail to deliver this. After five years (of informing HMRC a company is dormant), HMRC will assume your company has become active, unless informed again of its dormant status.
Consequences of missing any of the annual deadlines
Confirmation statement: Failure to file a confirmation statement is a criminal offence, for which directors are liable to be prosecution. Furthermore, the company’s credit rating may be affected, and the company may potentially be struck off the companies register.
Annual accounts: There are a range of penalties for companies which are late in submitting their annual accounts, starting from £150 and rising to £1,500, dependent on how late they are. Directors are also liable to criminal prosecution if the accounts are late or not delivered. More information can be found by visiting GOV.UK’s Penalties for late filing.
Corporation tax – There are various penalties for failing to meet corporation tax deadlines, starting with a minimum of £100. More information is available on the GOV.UK website.