Filing: overview of the move from annual return to confirmation statement

United Kingdom

This article was produced by Olswang LLP, which joined with CMS on 1 May 2017.

Originally published 12 August 2015 and updated 1 September 2015 to reflect amended implementation schedule published by Companies House on 26 August 2015 - see here.

When the last Government embarked upon its 'Red Tape Challenge', one of the proposals was to simplify companies' filing requirements. All companies are currently obliged to file a return annually with the Registrar of Companies giving detailed information in relation to the company, its shareholders, directors and share capital.  However, in many cases this simply duplicates information filed previously, either in earlier annual returns or in event-driven filings made to record changes made by the company during the year.  

The new confirmation statement is due to replace the annual return from June 2016 and will not require previously delivered information to be repeated.  Instead a confirmation will be given by the company that all specified information has either been delivered to the Registrar as required during the year, or is being delivered with the confirmation statement.  

Unlike the annual return, there will be no set date each year on which the confirmation statement needs to be made.  It can be made at any time, although no more than 12 months must elapse between confirmation statements and once a confirmation statement has been made a new 12 month period starts to run.  This rolling 12 month window means that a company can combine making a confirmation statement with another filing at any point during the year if this is administratively easier.  The company will not then need to make another confirmation statement for a further 12 months.

The confirmation statement will cover broadly the same areas as the existing annual return, with some amendments to reflect the other changes to the filing regime also being introduced.   The changes include:

  • where elections have been made to keep any statutory registers at Companies House, a statement confirming that all information required to be delivered to the Registrar in relation to the maintenance of those registers has been delivered; 
  • where a company is exempt from keeping a PSC register (other than by reason of being a DTR 5 issuer) a statement of the fact that it is exempt, unless this information has not changed since it was last provided; and 
  • a requirement to supply the information on a company's PSC register, unless the company is exempt, or has elected to keep its PSC register at Companies House, or there is no change since the information was last provided.

The changes will streamline the annual return filing procedure and for company secretaries dealing with large groups, the fact that companies will no longer have to file a statement of capital or list of shareholders with each return (provided there has been no change since the last filed information) should reduce the administrative burden considerably.