Annual return

Limited company and limited liability partnership (LLP) must submit the annual return with Companies House. Companies House set your return due date. If your annual return filing deadline is 30 June 2016. You have 28 days from that date to file it. The Companies House form to use is AR01.

The Annual Return is abolished

The annual return filing was officially replaced with Confirmation statement filing after 30 June 2016. After this date, you must submit Confirmation Statement instead of annual return.

What is an annual return?

Annual return provides a snapshot of your company and limited liability partnership information. Companies House requires every company and LLP to update and validate the information held by the Registrar once every 12 months.

The snapshot of information in your annual return includes the following information.

Company name

as per your certificate of incorporation.

Company registration number

given by Companies House.

The type of your company

For example, if it is private or public limited company

Registered office address

This cannot be a PO Box address.

Principal business activity

If your company or LLP has not traded since its incorporation, specify 99999 as your SIC code for a dormant company. Otherwise, you choose the SIC code that closely matches your business activity.

Directors

You are to include the appointment, resignation and changes in personal particulars during the year.

Company secretary

Appointment of a company secretary is optional for a private limited company. However, the appointment is compulsory for a public limited company.

A secretary for a public limited company must have the minimum qualification and experience required by law to hold the position.

Shareholders

Details includes the name and number of shares held by each shareholder.

Statement of capital

This includes nominal value of each share, shares types, voting rights on each type of share, the paid and unpaid amount on each share.

Confirmation statement

Confirmation statement filing deadline is shorter compared to the annual return filing deadline. You are given 14 days to submit your Confirmation Statement CS01 with Companies House. whereas you have 28 days to file your annual return. You can file it either online or on paper.

Your Confirmation statement is to confirm the details registered with Companies House are still valid and correct at every 12 months.

Likewise, If there are any changes during the 12 months, you must be communicated with Companies House by filing relevant Companies House forms with them.

Companies House forms

The forms to use if there are changes in your company information.

  • AD01 if your registered office has changed.
  • AP01 if you appointed a new director.
  • TM02 if you would like to remove your company secretary.
  • AD02 to register your SAIL address if you are keeping your company registers somewhere else other than at your registered office.
  • AD04 when you move your company registers back to your registered office.
  • CH01 if there are changes to your director’s personal details.
  • AA01 if you would like to change your accounting reference date.

The Person with significant control (PSC)

This is a new law. You are required to provide information of People with Significant Control (PSC) when submitting your confirmation statement. In contrast, this was not required in filing your annual return.

Nominee director and shareholder service

As a result of the introduction of Person with Significant Control, people cannot hide behind a company using a nominee anymore.

Consequently, this has rendered the nominee director and nominee shareholder served no purpose anymore.

PSC forms

You are to use the following forms to provide information about your PSC with Companies House.

  • PSC01 if your PSC is an individual.
  • PSC02 if your PSC is an entity.
  • PSC03 if your PSC is a registrable person.
  • PSC04 to change the PSC personal details.
  • PSC05 to change particulars of PSC entity.
  • PSC06 to change details of your PSC registrable person.
  • PSC07 for termination of your PSC.
  • PSC08 to give notice of PSC statement/
  • PSC09 to give notice of update to PSC statement.

Send Reminders to Registered Office

Companies House sends reminders to your registered office address. Therefore If you no longer have access to mails sent to your registered office address, you must change to an address where you could have access to mails sent there. You are to use the form AD01 to change your registered office address.

Check before filing your Confirmation Statement

Check before filing your confirmation statement to make sure changes in your company information within the last 12 months have been included. Your reference point to keep track of your changes is from the date of your incorporation if it is your first confirmation statement. On one hand, if this is not your first confirmation statement then your reference point is your last confirmation statement date or last annual return filed.

For example, if you have recruited a new director after your confirmation statement has been filed. Then This director appointment must be included in your next confirmation statement.

Another point to mention is that the confirmation statement replaces the annual return filing. Annual return has been abolished after 30 June 2016 so you file confirmation statement after that date.

Confirmation statement reminders

Generally, Companies House sends reminders to your company registered office a few weeks before your confirmation statement is due. Your company director will also receive a copy of the reminders send to his/her director service address.

Companies House reject Confirmation Statement

Overall the information on your confirmation statement should match your company information already registered with Companies House.

Companies House will reject your confirmation statement if the information on your statement does not match their record, incomplete or incorrect.

In some situations, Companies House may accept your confirmation statement if the information you provided is complete but does not match their records. In this situation, they may MARK your confirmation statement as inconsistent with the public register. The message is prominently displayed on Companies House website and anyone checks your company record is able to see it. However, the message will be removed once the inconsistency is rectified. So it is important that you check before filing your confirmation statement.

Changes affecting your confirmation statement

Generally, changes affecting your confirmation statement include changes in your principal business activity, share capital, shareholders information and person with significant control (PSC). In order to effect these changes, you must use the CS01 part 1, part 2, part 3 and part 4 forms.

Additionally, you must complete and submit Companies House forms for any other changes other than mentioned above before or at the same time you submit your confirmation statement. The companies house form reference is listed below.

Update information held at Companies HouseCompanies House forms to submit
If you moved your company registered office address to other address during the 12 monthsAD01
To register details of your new company director and secretary.AP01, AP02, AP03, AP04
To provide an updated home address or legal name change or service address of your company director or secretary.CH01, CH02, CH03, CH04
To remove the name of your company director or secretary already resigned from office.TM01, TM02
To inform Companies House where you keep your company registers (statutory books) if it is not at your registered office. This address is also known as SAIL (Single Alternative Inspection Location).AD02, AD03, AD04
If you issue new shares during the 12 monthsSH01
If there is a change to your company’s total share capitalA statement of share capital

What is confirmation statement

Every limited company registered with Companies House are legally required to deliver Confirmation Statement with the Registrar of Companies once every 12 months. Let’s us explained what is the confirmation statement.

Confirmation Statement is a snapshot of your company information. It gives the big picture of who owns the company and who runs it and who is the ultimate controlling persons behind it. It also gives information on how the company was set up.

Replace annual return filing

Confirmation statement was introduced to replace the annual return filing. However, you still able to file your annual return with Companies House with the “made up date” up to 30 June 2016. After that, you file the confirmation statement instead.

Made up date

Your confirmation statement due date is also known as the made up date. The made up date is usually the anniversary of the incorporation of your company or your last annual return filed date or your last confirmation statement date.

The filing due date for confirmation statement is 14 days from your made up date. Whereas for annual return, you have 28 days to deliver it with Companies House. The time allowed is shorter by 50% but the filing process of confirmation statement was also simplified.

Not the same document as company accounts

Confirmation statement is not the same as your company accounts. In short, a confirmation statement has nothing to do with your company performance, it does not involve preparing profit and loss account and balance sheet whereas company accounts do.

For company accounts, you have 9 months to file your accounts after your accounting year ended if your company is a private limited company. For a public limited company, you have 6 months to file.

Do it online or on paper

You may submit your Confirmation Statement CS01 form with Companies House using the web filing service or on paper. You would require your company authentication code if you are to file online whereas for paper filing you only require a director or secretary’s signature.

Companies House fee

You must pay the statutory filing fee for this filing with Companies House. the payment must be made at the same time of filing the CS01. You can pay by credit cards, Paypal or by cheque.

Information required

Company name

Your company name on your confirmation statement must match the name printed on your certificate of incorporation. If you have changed your company name, make sure your company name matches the name on your certificate of change of name issued.

If you use a trading name that is different from your company name, do not put it on your confirmation statement. You only disclose your trading name in your company accounts if you wish. For example, Mind Fitness Limited trading as “you become what you think about”. You only put Mind Fitness Limited on your confirmation statement. you may disclose Mind Fitness Limited trading as you become what you think about in your director’s report which forms part of your company accounts.

Company registration number

Your registration number can be found in your certificate of incorporation and it also gets it from the Companies House website. It is published there.

Principal business activity

You must choose the SIC code to closely describe your company’s principal business activity. Ensure you use the latest version of the SIC codes. The latest version of SIC code called SIC code version 2007 and each code comprised of 5 digits whereas the old SIC codes have 4 digits.

For example, if your company is dormant, you would choose the code 99999.

Type of company

State whether your company is a private limited company or public limited company. In addition, if your company is a private limited company, you must also state whether your company is limited by shares or limited by guarantee. If you are not sure, whether your company is limited by shares or limited by guarantee, look at your certificate of incorporation, it is printed there prominently.

Your company’s registered office address

Your registered office address must be in the United Kingdom. It can be any way in the UK but it must not be a P O BOX address.

All legal notices, reminders and letters for your company from Companies House and HM Revenue and Customs are sent to your registered office. You must act promptly with those reminders from Companies House and HM Revenue and Customs.

Use the form AD01 to change your registered office if you are no longer able to access your mails sent there for whatever reasons.

SAIL address

You only need to give a SAIL address when you do not keep your company registers at your registered office address. The address is other than your registered office you keep your company registers is called SAIL address. SAIL stands for Single Alternate Inspection Location.

The Companies House form to use for this purpose is AD02.

To cancel your SAIL address use the form AD04. This is when you decide to move your company registers back to your registered office.

Director

You must include all directors appointments and resignations in your confirmation statement. you must file additional companies house forms for these transactions.

Use the form AP01 to appoint a person director. You would require his/her name, home address, date of birth, nationality, occupation and date of appointment.

For a corporate director appointment, you use the form AP02 instead. You would require the corporate name, it’s registration number, registered office address and the director or person controlling of that corporate body. In addition, you must also disclose the law governs the entity if it was registered outside UK jurisdiction.

Company secretary

Appointment of a company secretary is optional for a private limited company. However, it is compulsory for a public limited company. Accordingly, the person to hold the position must have the experience and qualifications.

To appoint a secretary use the form AP03. You must provide his/her name, home address, date of birth, nationality and occupation. Subsequently, if there are any changes to your secretary’s personal details use the form CH03.

If you would like to remove your secretary, complete the form TM02.

Shares traded in the stock exchange

You must disclose whether your company shares have been traded in the regulated market at any time during the past 12 months.

Issued share capital

You must provide a statement of capital. The statement includes the total number of shares issued and the aggregate nominal value of the shares.

Shareholders

You are to give the full name of each shareholder, the number of shares held, the type of share held and the voting right attached to each type of share.

The person with Significant Control (PSC)

Another important information is that you must disclose the ultimate controlling person of your company. Using a nominee director and shareholder no longer able to protect the identity of the real owner of the company.

For example, Mr Success set up a company. He appointed a shareholder and a director for the company and his name is not appearing anyway in the public register. The director and the shareholder are both his nominees. When comes to filing the confirmation statement, the PSC particulars to disclose would be Mr Success.

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