Jun 13, 2016

End of the Annual Return - No More Happy Returns After 30 June

As of 30 June important changes will come into force which will result in the Annual Return being abolished for companies and LLP's and a new requirement to file a Confirmation Statement instead.

We previously reported on the changes introduced or due to be introduced in a article entitled "Significant Changes in Business Law - Are you Compliant?"  The changes are being brought about due to the enactment of the Small Business Enterprise and Employment Act 2015 (section 92) which is being introduced over a staggered period.

There will no longer be a requirement to file an Annual Return at Companies House after this date, however, companies must submit a Confirmation Statement stating that the company has delivered all the information it was required to provide in the period to which the Confirmation Statement relates.

A Confirmation Statement must be filed each year but there will be no set date when it must be filed. They can be filed during the year to update information filed at Companies House and generally no more than 12 months must elapse between each Confirmation Statement being filed. The first Confirmation Statement must not filed be more than 12 months after the date of the last filed Annual Return.

It should be noted that the first confirmation statement will also need to include information about 'Persons with Significant Control' (see article referred to above for further details of what this is).

If any of the following changes have taken place over the preceding 12 months they must be included:

Details of a change of registered office.
Details of company registers relating to directors, company secretaries (if appropriate) and people with significant control.
Any obligations that arise as a result of a decision by a company to keep any of its registers on the central register.
Details of where a company keeps company records if it uses a single alternative inspection location.

The Confirmation Statement must also:

Provide notice of any change in the company's principal business activities.
If the company has a share capital, a statement of capital unless there has been no change since the last statement of capital was delivered to the Registrar.
Provide a statement as to whether any of the company's shares were admitted to trading unless there has been no change since the last statement.
Non-traded companies must also provide certain information in relation to its shareholders, unless there has been no change since the relevant information was last delivered . The requisite information includes the name of each shareholder, the number of shares of each class held, the number of shares of each class transferred and the dates of registration of those transfers. Note that this requirement will not apply if the company has elected to keep its register of members on the central register only.
Certain traded companies must also provide specified information concerning its shareholders unless there has been no change. Such information includes the name and address of each person who held at least 5% of the issued shares of any class in the company and the number and class of shares held.
Send the information in its PSC register (where it has not elected for the PSC information to be kept by the Registrar rather than in a company administered PSC register) when it delivers a confirmation statement if there has been any change since the relevant information was last delivered.

The new forms have yet to be released but will be form CS01 for companies and LLCS01 for LLP's.

in: Companies, News

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