The Confirmation Statement and Register of People with Significant Control are compulsory requirements of limited companies (incl. Limited Liability Partnerships) registered in the United Kingdom. If you are a company director or designated LLP member, you are personally responsible as an officer of the company for keeping this register (along with all other statutory registers) and sending a confirmation statement to Companies House (which oversees the registration and regulation of incorporated businesses in the UK) at least once a year.
Overview of the Confirmation Statement
The confirmation statement (also known as Companies House form CS01) is a relatively new reporting requirement that was introduced on 30th June 2016 to replace the Annual Return (form AR01). It serves exactly the same purpose, which is to provide Companies House with key information about your business. The information on the statement is made available to the public on the central register of companies. Anyone can view this information at any time, thus ensuring the public and other businesses have open access to important data about any company they may have dealings with.
Information you need to include in a Confirmation Statement
The details you will be asked to provide in each Confirmation Statement are:
- Date of the confirmation statement (the ‘made up to date’)
- Name and registration number of your company.
- Trading status of company (e.g. does it trade on the stock market or is it privately owned?).
- The Registered office address of the company.
- Information about what your business does (you need to find your SIC code for this part).
- A statement of capital with details of the shares your company has issued to shareholders.
- Names of shareholders and the number and types of shares they own (e.g. 1 x Ordinary Share).
- Information about directors and company secretary (a.k.a. ‘Officers’).
It’s quite easy to fill out and shouldn’t take very long if you have all of the necessary information to hand. For small companies with only one or two directors and shareholders, for example, it should only take you a few minutes to complete.
Take a look at the paper Confirmation Statement to see what it looks like. However, we’d advise completing for the online version, which is easier, quicker and cheaper to submit than the paper form.
What to include in the Statement of Capital
You will only need to complete a statement of capital if your company is limited by shares. Companies limited by guarantee and Limited Liability Partnerships don’t need to enter this information because they don’t have shares.
If a statement of capital is required, you will be asked to provide the following:
- Total number of shares issued by the company
- Aggregate nominal value of those shares (e.g. £1)
- Current of the shares (e.g. GBP, Euros, etc)
- Aggregate amount (if any) unpaid on those shares (i.e. have the shareholders paid the company the nominal value of their shares, or do the shares remain unpaid at the date of the confirmation statement?)
For each class (type) of shares, you’ll also need to provide:
- Prescribed particulars of the rights attached to the shares
- Total number of shares of that class
- Aggregate nominal value of shares of that class
The prescribed particulars outline the rights that shareholders have. Most companies have Ordinary shares that provide the following rights to the people that own them:
- The right to cast one vote per share at a general meeting
- The right to a share of profits (dividend payments) in relation to the percentage of ownership represented by the share
- Whether the share is to be redeemed or is liable to be redeemed at the option of the company or the shareholder.
- The right to receive a share of capital on the winding up of the company
If you issue Ordinary shares and adopt Model articles of association, the rights listed above will apply and be outlined in your articles.
If you are unsure which voting rights and prescribed particulars apply to your company, you should refer to the articles. In other instances, this information may be contained in a company resolution.
When to submit a Confirmation Statement
A confirmation statement should be submitted once every 12 months, usually by the same date each year. The first confirmation statement date is 12 months after your company’s registration (the ‘date of incorporation’) at Companies House. This date will be stated on your certificate of incorporation.
Here’s an example: If you registered your company on February 1st, 2017, your first confirmation date will be February 1st, 2018. The information entered on the statement must accurately reflect the company details on the confirmation date stated on the form.
You have 14 days after the confirmation date to send the statement to Companies House. It doesn’t matter if any information changes between the confirmation date and the date you send it to Companies House. You can update the details at any time afterwards, or wait until your next statement is due the following year.
You can send your confirmation statement early, but there’s no need to do this unless you want to report a change of company details before your statement is due. Just remember, if you do file the statement early, the due date for your next one will change accordingly.
How to send a Confirmation Statement to Companies House
You can choose to complete a paper confirmation statement and send it to Companies House by post. This costs £40. You can also fill out your confirmation statement online and submit it electronically. This is also much easier and only costs £13. Watch this demo video from Companies House to see how to complete your statement online.
Updating and changing information on the Confirmation Statement
The really good thing about the confirmation statement is that you can update it at any time throughout the year, as many times as you like, for no additional charge. This was not possible with the annual return. If you wanted to change or update any details, you also had to complete a new annual return in full and pay the £13 filing fee again. This new option is great if you make a mistake, or if your company details change frequently.
Types of businesses that must send a Confirmation Statement
Only businesses that are registered with Companies House have to send a confirmation statement. This includes public limited companies, private companies, unlimited companies, and Limited Liability Partnerships.
Dormant companies and dormant LLPs also have to complete a confirmation statement, even though they’re not trading.
Sole traders do not have to send a confirmation statement because they are not registered with Companies House. Sole traders are only required to register with, and report to, HMRC.
Overview of the Register of People with Significant Control
The Register of People with Significant Control is often referred to as the ‘PSC register’. The requirement to keep this register and provide PSC information to Companies House came into effect on April 6th 2016.
The PSC register records information about any person or business who owns, directly or indirectly, more than 25% of the company or its voting rights, or otherwise has the power to exert a certain level of influence or control over the way the business is run.
Information pertaining to Company’s PSC is required at the point of incorporation. When a company’s PSC changes, they should update their register of PSC within 14 days, and then update Companies House within 14 days on top of that using the PSC01-09 forms (this is known as the “14+14 day” rule.
Identifying a Person with Significant Control
For most small companies, it’s relatively easy to identify PSCs, particularly when you are the only director and shareholder of your own company. In this case, you would be the only PSC.
A PSC is identified as someone who:
I. Owns more, directly or indirectly, than 25% of the shares issued by the company.
II. Holds more, directly or indirectly, than 25% of voting rights in the company.
III. Has the right to appoint or remove the majority of the company’s directors.
IV. Has the right to exercise, or actually exercises, significant influence or control over the company.
V. Where a trust or firm would satisfy one of the first four conditions if it were an individual. Any individual holding the right to exercise, or actually exercising, significant influence or control over the activities of that trust or firm.
It can get a bit more complicated if company shares are held by a person on behalf of someone else, for example. In this situation, the person who holds the shares, and is therefore registered as the shareholder, may not be a PSC. The person who the shares are held on behalf of may actually also be the PSC who has control over the company. So, PSCs may not always be glaringly obvious.
Confirmation Statement vs Annual Return
The confirmation statement was introduced on June 30th, 2016 to replace the annual return, so the last date on which any existing company could file an annual return was June 29th, 2016. There’s not a great deal of difference between the two forms. The confirmation statement asks for the same information, it costs the same amount to file, and it must be delivered to Companies House every 12 months.
However, the new confirmation statement is more simplified than the annual return, and there’s no need to re-enter the same information year upon year if the company details are the same. You simply need to ‘check and confirm’ that the details held at Companies House are correct and submit the form. Only when there are changes, do you need to enter what those changes are.
Information you need to include in your PSC Register
The first thing you need to do before entering information on the PSC register, is to confirm the relevant details with each identified PSC, which are:
- Date of birth
- Country, state or part of the UK where he or she usually lives
- Service address
- Usual residential address
- The date he or she became a PSC in the company (30th April 2016 or later)
- Which conditions for being a PSC are met
For conditions (I) and (II) this must include the level of their shares and voting rights, within the following categories:
- Over 25% up to (and including) 50%
- More than 50% and less than 75%
- 75% or more
You only need to identify whether a PSC meets condition (IV) if they do not exercise control through one or more of conditions (I) to (III).
What types of businesses must keep a PSC Register?
The businesses that are required to keep and maintain a PSC register and report PSC details to Companies House are:
- UK public limited companies, limited companies, and unlimited companies.
- UK Limited liability partnerships (LLPs)
- Societates Europaeae (SEs) registered at Companies House
You must keep a register and report PSC details to Companies House even if your company is dormant.
Who is responsible for the Confirmation Statement and PSC Register?
If you are a company director or a designated member of an LLP, you are also responsible for ensuring the confirmation statement and PSC register. Sometimes the responsibility will be designated to an appointed company secretary or an accountant. However, the director or designated LLP member(s) are still liable if these requirements are not maintained by the appointed individual.
Please also refer to Companies House guidance for further information on keeping a PSC register.