Key changes to company filing and new legal requirements
James Barbour, ICAS Director of Technical Policy, outlines some of the latest updates arising from the Small Business, Enterprise and Employment Act and what they mean for companies and customers of Companies House.
Replacement of Company Annual Returns
From 30 June 2016, the annual return is being replaced. Instead, companies will now file a confirmation statement at least once a year. Directors will need to check and confirm the company information that Companies House (CH) holds on the company and advise CH if there are any changes.
In order to complete the confirmation statement companies will need to:
- Check the information that CH holds on the company’s registered office, directors and location of registers. Any changes require to be notified on a separate form before completing the confirmation statement.
- Check and if necessary update the company’s shareholder information, statement of capital and standard industry classification (SIC code).
- Check and confirm that the company’s record is up to date.
- Pay the £13 fee to file online or £40 by paper.
Companies can update their record as many times as necessary, but they’ll only be charged once a year. For most companies, this’ll also be the first time that they are required to notify CH of people with significant control (PSC). New companies will provide this information on their incorporation documents.
CH will send an email alert or a reminder letter to a company’s registered office when the confirmation statement is due.
The due date is usually a year after the incorporation of the company or the date the company filed its last annual return. The confirmation statement can be filed up to 14 days after the due date.
If a company’s made up date is between now and 30 June 2016, then it will still need to file an annual return. For example, if the made up date is 20 June 2016, then a company will have until 18 July 2016 to file its annual return (due to the annual return’s 28-day grace period).
Confirmation statements can be filed online at Companies House.
People with significant control (PSC) register
From 6 April 2016, Companies, LLPs and SEs need to keep a register of people with significant control (‘PSC register’).
A PSC is anyone in a company, LLP or SE who meets one or more of the conditions listed in the legislation. This is someone 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 one of the first four conditions.
This information now needs to be filed with Companies House on incorporation and updated when the company submits later ‘confirmation statements’.
If a company was incorporated before 30 June 2016, then it will also need to provide this information in its first confirmation statement.
It’s a criminal offence to not provide this information. If a company discovers that it does not have a PSC, or are still trying to identify one, there’ll be forms that the company will need to file to confirm this. BIS guidance can be found at GOV.UK.
PSC information - 6 April 2016
The PSC’s usual residential address won’t be available on the public register, and the day of birth will be suppressed. All other PSC information will be available on the public register, much like directors and members’ details are currently held.
In some exceptional cases, it may be that a PSC is at risk of violence or intimidation. For example, this might be because they’re linked to a company that might be targeted by activists due to its activities. In these cases, the company may apply to have such details protected, so they aren’t available to credit reference agencies.
If a company is granted protection, then it will still need to send its PSC information to CH when it’s required (for example on the confirmation statement), and the information will still be available to the police.
Statement of capital - June 2016
The Statement of capital will be simplified. The changes remove the requirement to show the amount paid up and unpaid on each share. Instead, companies now need to show the aggregate amount unpaid on the total number of shares. This figure is more useful for shareholders and creditors as it shows money which is still due to the company.
Currently, a statement of capital needs to be provided every year on the annual return. Instead, companies will now simply show on the confirmation statement that there have been no changes for that year.
Companies will only need to provide a full statement of capital where changes have been made during the year. This will avoid you having to provide duplicate information to the registrar.