Confirmation statement

Confirmation statement
See also
Shareholder register Statutory meeting Articles of amendment Share certificate Proof of loss Minute book Distribution statement Subscription Agreement Stock ledger

Confirmation statement is a document that has to be filled each year by every limited company and limited liability partnership (LPP) in the United Kingdom. This requirement was introduced on June 30th 2016 and it has replaced the annual return. Its purpose is to verify whether important company data is up to date and to change it if it is necessary. Company does not have to enter already filled information if it is unchanged. It has to just confirm them and submit the statement. Responsible for filling the confirmation statement by law are company directors, company secretaries and designated LLP members. They have to fill it until the confirmation date to the Companies House .

What the confirmation statement includes

Company has to check:

• the details of the registered office, directors, secretary and the address where the company keeps its records,
• the statement of capital and shareholder information if a company has shares,
• the SIC code (the number that identifies what a company does),
• the register of "people with significant control" (PSC).

However, the information below cannot be changed within the confirmation letter and they have to be filled separately:

• the company's officers,
• the registered office address,
• the address where the company keeps its records,
• the people with significant control.

The confirmation statement fee

The confirmation statement can be filled online or by post. The online version costs £13 if it is the first confirmation statement in a 12 months period otherwise it is free. The paper version costs £40. It should be done by using the CS01 form for limited companies, and the LL CS01 form for LPPs.

When the confirmation statement is due and what are the consequences of neglect

The confirmation statement has to be filled within the review period which is 12 months after company incorporation or after the last confimation statement. The due date is the last day of this period but the statement can be filled up to 14 days after the due date. In case a company does not fill the confirmation statement on time, it can be fined up to £5 000, or even strucked off the register'.

The difference between the confirmation statement and the annual return

The main difference between the confirmation statement and the annual return is that in the annual return a company had to enter all the information every time, even if it had not changed. Now a company does not enter the same data but it can only enter the changed one. The second difference is that the annual return had to be filled every full year while the confirmation statement can be filled any time within 12 months. Moreover, unlike the annual return, the confirmation statement has to include "persons with significant control".

References

• File your annual return (AR01) (2016), GOV.UK
• Filing a confirmation statement (2019), GOV.UK
• Haldane A. G. (2015), Who owns a company?, University of Edinburgh Corporate Finance Conference, Bank of England
• Kobayashi B. H., Ribstein L. E. (2011), Delaware for Small Fry: Jurisdictional Competition for Limited Liability Companies
• Mayson S., French D., Ryan C. (2017), Mayson, French & Ryan on Company Law, Oxford University Press, Oxford, p. 116-118
• Running a limited company (2019), GOV.UK
• Tricker B. (2011), Re‐inventing the Limited Liability Company, "Corporate Governance: An International Review", vol. 19, issue 4, p. 384-393

Author: Adrian Poprawa