UK: CS01 Confirmation statement

Canary Wharf night

Companies House has just published the CSO1 Confirmation statement which replaces the Annual Return, together with a Guide for directors, secretaries and persons acting as advisers to UK registered companies.

The requirement to file a confirmation statement applies to all companies, including small companies such as flat management companies. A ‘Confirmation statement’ is the statement which must be delivered to Companies House at least once a year. The statement confirms all information required to be delivered by the company for a given confirmation period has either been delivered, or is being delivered to Companies House with the confirmation statement.

The Guide covers the rules governing filing of confirmation statements and related information, including:

  • People with Significant Control: information must be provided as part of the confirmation statement.
  • share capital: a company with share capital must deliver a statement of capital with the confirmation statement, if there has been a change in the statement of capital since the last statement was delivered to the registrar.
  • company registers: a private company may choose to hold certain information on the public record at Companies House instead of having to update the information in its own company books (eg register of directors). This information can be updated alongside the confirmation statement.
  • legacy filings: annual return. Existing companies are required to file an annual return for return periods ending before 30 June 2016.
  • quality of documents and further information: the Guide has information on how to access relevant documents with some general quality requirements all documents must meet, and guidance on filing documents in other languages.

Failure to file has serious consequences:

  • The registrar might assume the company is not carrying on business or in operation and take steps to strike it from the register. If the registrar strikes a company off the register, it ceases to exist and its assets become Crown property.
  • If the company is in operation, the company, its directors and any other officers could be prosecuted because they are responsible for ensuring they submit the confirmation statement on time. Failure to file is a criminal offence.

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