Understanding Annual Return For Limited Companies - Brookson Ltd

Understanding Confirmation Statements

Every company must deliver an annual return to Companies House. The company's director(s) and the secretary (where applicable) are responsible for ensuring they deliver the annual return to Companies House within 28 days after the made up date; either the anniversary of incorporation of a company or the last annual return. It is a criminal offence not to deliver the company's annual return within this time frame.

An Annual Return is a snapshot of certain company information at the anniversary of the limited company’s incorporation. It is a separate document from a company's annual accounts. The information is filed with Companies House and made publicly available, to allow anyone to verify the details and legitimacy of the company. Full information can be found on the Companies House website.

From 30 June 2016 the confirmation statement replaced the annual return. Every company must confirm the information that is held in respect of their company by delivering a confirmation statement. If the information held is out of date the company must file the information needed to update its records before, or at the same time that it delivers the confirmation statement.

Confirmation Statement deadline

Every limited company must deliver a confirmation statement to Companies House within 14 days of the end of the review period.

For new companies, the review period covered by a company’s first confirmation statement begins on the date of incorporation and ends twelve months later. For existing companies, the review period is the period of 12 months beginning the day after the last review period.

For instance, if a company is incorporated on 1 January 2017, its first review period ends on 31 December 2017. The company’s next review period will begin the following day, 1 January 2018, and will end on 31 December 2018.

The confirmation statement must be delivered within 14 days of the end of the review period. This is a shorter period than the 28 days allowed for the annual return.

You must make a confirmation statement even if there haven’t been any changes during the review period.

Companies House send a reminder to your limited company’s registered address a few days before the statement is due.

It is the responsibility of the company directors and company secretary to file the Annual Return. Failing to do so within 14 days of the end of the review period may lead to the prosecution of the of the company and its officers.

Information required to complete a Confirmation Statement 

Companies House will need to be notified of the following relevant events:

To make a confirmation statement, you must notify Companies House of changes to the following:

  • Company’s registered office
  • Company’s directors (appointments, terminations of appointments, and director’s details – e.g. service address, surname, etc.)
  • Company’s secretary (appointments, terminations of appointments, and secretary’s details – e.g. service address, surname, etc.)
  • Location of the company’s registers (i.e. whether they are kept at the company’s registered office or at a single alternative inspection location (SAIL).

If you have forgotten to tell them about any changes to this information you must notify them by completing the usual form at the same time as you send the confirmation statement.

Other Changes Companies House need to be aware of  

  • the company’s SIC code
  • a change to the matters included in the company’s last statement of capital
  • a change in the shareholders’ information
  • a change in the information in your company PSC register (a copy of this information must be provided in its entirety the first time you file a confirmation statement).

What is a PSC register? 

From 6th April 2016, all companies must keep a register of people with significant control.  

What is the SIC code used to define principal business activity?

The UK Standard Industrial Classification (SIC) is a numerical classification that Companies House adopted to identify principal business activities of companies. It is required that it is stated on the Annual Return each year.

The list of categories used by Companies House can be found on its website.

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