New public reporting requirements – Are you ready?

By Jonathan Miles

From 30 June 2016 the annual confirmation statement will replace the annual return currently required to be submitted to Companies House by every UK incorporated company and LLP.

This will require the company to check and confirm that the records Companies House hold are up to date (similar to the old style “shuttle” annual return) and will also be the first time your company’s PSC (people with significant control) information will be submitted to Companies House (unless you have elected to maintain the register at Companies House).

The statement will confirm that all the information held by Companies House is correct. If the information is out of date the company must file the information needed to update the records at Companies House on or before the date of its confirmation statement.

What’s changed?

All companies must submit a confirmation statement to Companies House within 14 days of the end of the company’s review period (the “confirmation date”). This has been shortened from the current 28 day period.

The company’s review period means the 12 month period beginning the day of the company’s incorporation and each 12 month period thereafter beginning with the day after the date of the end of the last review period. For example:

  • If your company is incorporated on 1 July 2016, its first review period will start on 1 July 2016 and end on 30 June 2017. The next confirmation date will therefore be 1 July 2017.
  • For an existing company, if your last filed annual return was made up to 1 December 2015, the review period will end on 30 November 2016. The next confirmation date will therefore be 1 December 2016.

A company may submit a confirmation statement earlier than it is required to but must file the confirmation statement at least once in the 12 month review period. If a company files its confirmation statement early, its next review period will start the day after the date of that confirmation statement.

How could this impact you?

In order to make the confirmation statement, you will need to ensure that the records at Companies House are correct and that you have not forgotten to notify Companies House of any changes during the review period. This includes any changes to the:

  • company’s registered office;
  • company’s directors (appointments, terminations, change of director’s particulars);
  • company’s secretary (appointments, terminations, change of secretary’s particulars); and
  • location of the company’s registers and records.

At the time of submitting the confirmation statement you must also give notice of the following changes by providing these changes with the confirmation statement:

  • the company’s business classification code (SIC Code);
  • any change to the matters included in the company’s last statement of capital;
  • any change to the shareholder information (a company whose shares are admitted to trading and which is subject to Chapter 5 of the Disclosure and Transparency Rules must provide a statement to this effect unless there has been no change from the last statement);
  • any change in the information in your PSC register (a copy of which must be provided in its entirety with the company’s first confirmation statement).

PSC register

Since 6 April 2016, companies have been required to hold and maintain a register of people with significant control. From 30 June 2016, companies who have elected not to hold their PSC register at Companies House will be required to submit their PSC register with their first annual confirmation statement at Companies House. Therefore the PSC information becomes public.

A company’s PSC register must not be blank. Even if:

  • you have taken reasonable steps to identify a PSC but have not yet identified any individual or registerable relevant legal entity; or
  • you have identified a PSC but, upon requesting confirmation of their details to enter on to your PSC register, they have not responded; or
  • your analysis has identified that there is no PSC.

Companies should be reminded that failure to take reasonable steps to identify a PSC is a criminal offence, which can be committed by the company or any officer and can result in a prison sentence of up to 2 years.

Should you wish to discuss this issue further please do not hesitate to get in touch or talk to your usual PwC Legal contact.

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