Our Guide to the new Confirmation Statement

The new Companies House Confirmation Statement was introduced in 2016 to replace the Annual Return.

The new Confirmation Statement a has new
"People with Significant Control" section.

Confirmation Statement: Main Points

• The Confirmation Statement is a once-a-year confirmation of the company's Shareholders, Directors, Share Capital and Registered Office.

• The Confirmation Statement a has new "People with Significant Control" section.

• The Confirmation Statement is filed online with a fee of £13 (2016).

• Company Directors are responsible for filing the Confirmation Statement, although frequently they ask the company's accountants to file it.

• The Confirmation Statement is not the Annual Accounts.

• The Confirmation Statement includes a declaration of the company's SIC Code.

Confirmation Statement Due Date

The Confirmation Statement must be delivered to Companies House within 28 days of:
• the anniversary of incorporation of a company, or
• the anniversary of the made-up date of the last Confirmation Statement.

Companies House Webfiling

The Confirmation Statement can be filed by Companies House Webfiling.

Confirmation Statement - Late Filing - No Penalty

There is no "routine" late filing penalty if the Annual Return is filed late.

If the Confirmation Statement is not filed at all, Companies House may prosecute the company and its Directors, which could lead to a fine of £5,000, and may strike off the company.

Please note that there are penalties if the Statutory Accounts or Corporation Tax Returns are filed late.

People with Significant Control

Directors must identify and register the People with Significant Control (PSCs) of the company.

This Companies House blog and guidance explains the law and is intended to help you comply with it.

If you are the sole Director / Shareholder of your own company, you are a PSC of the company, but you may not be the only one.

A PSC is someone in your company who:
• owns more than 25% of the company’s shares
• holds more than 25% of the company’s voting rights
• holds the right to appoint or remove the majority of directors
• has the right to, or actually exercises significant influence or control
• holds the right to exercise or actually exercises significant control over a trust or company that meets any of the other 4 conditions.

Note that someone who exercises significant influence or control, without owning shares or voting rights, is also a PSC, and who must go on public record.

PSC Register

From the 6th April 2016 most companies are also required to hold a register of people with significant control. The register cannot be blank.

Links to more information

Companies House Guidance: PSC
Companies House Guidance: Confirmation Statement