Understanding the confirmation statement and PSC register

The confirmation statement and PSC register are two statutory obligations that apply to every limited company and limited liability partnership (LLP) registered in the UK. If you are a company director or designated LLP member, you are personally responsible for sending a confirmation statement to Companies House at least once a year and maintaining an up-to-date PSC register.

Overview of the confirmation statement

The confirmation statement (Companies House form CS01) is a reporting requirement that replaced the annual return (form AR01). It serves exactly the same purpose, which is to provide Companies House with up-to-date key information about your business.

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The information on the statement is made available to the public on the Companies House register. Anyone can view this information at any time, thus ensuring that the public, other businesses, and government agencies have open access to important data about any company they may have dealings with.

Confirmation statement vs annual return

The confirmation statement was introduced on June 30th 2016 to replace the annual return. The last date on which an existing company could file an annual return was June 29th 2016.

There’s not a great deal of difference between the two forms. The confirmation statement asks for the same information, it costs the same amount to file, and it must be delivered to Companies House every 12 months.

However, the new confirmation statement is more simplified than the annual return. Furthermore, there’s no need to re-enter the same information year after year if the company details are the same.

You simply need to ‘check and confirm’ that the details held at Companies House are correct and then submit the form. Only when there are changes do you need to provide additional information to Companies House, either before or at the same time as submitting the statement.

Information you need to verify in a confirmation statement

The details you will be required to check and confirm before filing a confirmation statement are as follows:

• Confirmation date – this is the date on which the statement is completed and all information confirmed as correct
• Name and registration number of company
• Registered office address (and SAIL address, if applicable)
• Location of statutory records
• Information about what your business does (you need to check your SIC codes for this part)
• A statement of capital, which gives details of the shares your company has issued to shareholders
• Trading status of company shares
• Names of shareholders and the number and types of shares they own (e.g. 1 x ordinary Share)
• Information about people with significant control (PSCs)
• Information about company officers (directors and company secretaries)
• Exemption from keeping a PSC register
• The company’s registered email address (new requirement for the first confirmation statements filed with a statement date of 5 March 2024 or later)

It’s quite an easy form to complete and shouldn’t take long if you have all of the necessary information on hand. For small companies with only one or two directors and shareholders, for example, it should only take you a few minutes to complete.

How to file a confirmation statement

If you need to report any changes, you can use the confirmation statement to update the following information:

• SIC codes
• statement of capital
• trading status of shares
• exemption from keeping a PSC register
• shareholder information

However, if you need to update other details (e.g. the registered office or information about directors), you must use separate Companies House forms to do this. You can complete and file the necessary form(s) before or at the same time as the confirmation statement.

There is a different process if you need to update your company’s registered email address.

Completing a statement of capital as part of the confirmation statement

You will only need to complete a statement of capital if your company is limited by shares. Companies limited by guarantee and LLPs don’t need to enter this information because they don’t have shares.

If a statement of capital is required, you will be asked to provide the following:

• Total number of shares issued by the company
• Aggregate nominal value of those shares (e.g., £1)
• Currency of the shares (e.g., GBP, Euro, etc)
• Aggregate amount (if any) unpaid on those shares (i.e., have the shareholders paid the company the nominal value of their shares, or do the shares remain unpaid at the date of the confirmation statement?)

For each class (type) of share, you’ll also need to provide the following details:

• Prescribed particulars of the rights attached to the shares
• Total number of shares of that class
• Aggregate nominal value of shares of that class

When to submit a confirmation statement

A confirmation statement should be submitted once every 12 months, usually by the same date each year. The first confirmation statement date is 12 months after your company’s registration (date of incorporation) at Companies House. This date will be stated on your certificate of incorporation.

Example:

• You register your company on 1 May 2024
• Your first confirmation date will be 1 May 2025
• The information entered on the statement must accurately reflect the company details on the confirmation date

You have 14 days after the confirmation date to send the statement to Companies House. So, in the above example, the statement must be filed no later than 15 May 2025.

It doesn’t matter if any information changes between the confirmation date and the date you send the statement to Companies House. You can update the details at any time afterwards, or you can wait until your next statement is due the following year.

I filed a confirmation statement with incorrect information – what should I do?

You can send your confirmation statement early, but there’s no need to do this unless you want to report a change of company details before your statement is due. Just remember, if you do file the statement early, the due date for your next one will change accordingly.

How to send a confirmation statement to Companies House

You can complete and file a confirmation statement online and submit it electronically. This is the easiest option it only costs £34. Watch this confirmation statement demo video from Companies House to see how to complete it online.

If you can’t file online, you can complete the paper version of the confirmation statement and send it to Companies House by post. This costs £62.

Updating and changing information on the confirmation statement

The really good thing about the confirmation statement is that you can update it at any time throughout the year, as many times as you like and for no additional charge.

This was not possible with the annual return. If you wanted to change or update any details, you also had to complete a new annual return in full and pay the £34 filing fee again. This new option is great if you make a mistake, or if your company details change frequently.

Types of businesses that must send a confirmation statement

Only businesses that are registered with Companies House have to send a confirmation statement. This includes public limited companies (PLCs), private companies, unlimited companies, and LLPs.

Dormant companies and dormant LLPs must also complete a confirmation statement each year, even though they’re not trading.

Sole traders do not have to send one because they are not registered with Companies House. Sole traders are only required to register with and report to HMRC.

Overview of the register of People with Significant Control (PSC)

The register of people with significant control is often referred to as the ‘PSC register’. The requirement to keep this register and provide PSC information to Companies House came into effect on April 6th 2016.

The PSC register records information about any person or business who owns, directly or indirectly, more than 25% of the company or its voting rights, or otherwise has the power to exert a certain level of influence or control over the way the business is run.

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Information relating to a company’s PSC is required at the point of incorporation. When a company’s PSC changes, the PSC register must be updated accordingly within 14 days. Within a further 14 days, the changes should be reported to Companies House using the PSC01-09 forms. This is known as the “14+14 day” rule.

Identifying a Person with Significant Control

For most small companies, it’s relatively easy to identify PSCs, particularly when you are the sole director and shareholder of your own company. In this case, you would be the only PSC.

A PSC is identified as someone who:

1. Owns more, directly or indirectly, than 25% of the shares issued by the company
2. Holds more, directly or indirectly, than 25% of voting rights in the company
3. Has the right to appoint or remove the majority of the company’s directors
4. Has the right to exercise, or actually exercises, significant influence or control over the company
5. Where a trust or firm would satisfy one of the first four conditions if it were an individual. Any individual holding the right to exercise, or actually exercising, significant influence or control over the activities of that trust or firm

It can get a bit more complicated if company shares are held by a person on behalf of someone else, for example. In this situation, the person who holds the shares is registered as the shareholder, but they may not be a PSC.

The person whom the shares are held on behalf of may actually also be the PSC who has control over the company. So, PSCs may not be glaringly obvious in every situation.

Information you need to include in your PSC register

The first thing you need to do before entering information on the PSC register is to confirm the relevant details with each identified PSC, which are:

• Their name
• Date of birth
• Nationality
• Country, state, or part of the UK where the PSC usually lives
• Service address
• Usual residential address
• The date they became a PSC in the company (30th April 2016 or later)
• Which conditions for being a PSC are met

How to register a PSC for a company

For conditions 1 and 2, this must include the level of their shares and voting rights, within the following categories:

• Over 25% up to (and including) 50%
• More than 50% and less than 75%
• 75% or more

You only need to identify whether a PSC meets condition 5 if they do not exercise control through one or more of conditions 1 to 3.

What types of businesses must keep a PSC Register?

The businesses that are required to keep and maintain a PSC register and report PSC details to Companies House are:

• UK public limited companies (PLCs), private limited companies, and unlimited companies.
• UK limited liability partnerships
• UK Societas (UKS)

You must keep an up-to-date register and report PSC details to Companies House even if your company is dormant.

Who is responsible for the confirmation statement and PSC register?

If you are a company director or a designated member of an LLP, you are responsible for ensuring that a confirmation statement is delivered each year and that the PSC register is maintained.

Sometimes the responsibility will be delegated to an appointed company secretary or an accountant. However, the director(s) or designated LLP member(s) are still liable if these requirements are not maintained by the nominated individual.

Please also refer to Companies House guidance on keeping a PSC register for more information.