How to complete the Confirmation Statement
The Confirmation Statement is required to be filed at Companies House at least annually, normally on the anniversary of incorporation.
However, we often have to bring it forward or file an extra one if there is investment or changes to shareholder/director details and this is required to be updated at Companies House by investors or a bank etc.
It costs £13 to file online (or £4o via the more complex paper route) and is generally straightforward to prepare.
Login using your webfiling account. Next enter the company’s registration number and also the company’s authentication code. If this is not available, it can be requested at this stage online and Companies House will post it within a few days to the registered office address.
The directors’ and company’s details need to be checked and updated if necessary, typically these may be any changes to registered, home or correspondence addresses.
If SH01s and SH02s have been filed online, then the share capital is generally upto date, but the share capital should be doublechecked against expectations, in case any SH01s or SH02s have not yet been filed.
If it is the first Confirmation Statement to be prepared then an industry code has to be selected. The easiest way is to use a code of another client, however there is a full list at https://www.gov.uk/government/publications/standard-industrial-classification-of-economic-activities-sic
although not all the codes may be available at Companies House.
Persons with Significant Control (PSCs)
A PSC is an individual or a company who can influence the company directly or indirectly.
If completing this for the first time, ensure that you doublecheck the personal/company details of the PSC
Many of our small clients only have 1 or 2 shareholders and typical details are shown below:
1) If there is only 1 shareholder, they will have:
- > 75% control and voting rights
- the right to appoint or remove a majority of board members
2) If there are 2 shareholders with 50:50 control:
- >25% but below <50% control and voting rights
Other boxes don’t usually need to be ticked for most small companies.
The paper return is more complicated and time consuming and should be avoided wherever possible and is normally only required when the client doesn’t have their authentication code.
You should ensure that all director/shareholder/company details are doublechecked to source documentation to avoid errors.
Part 1: The statement is only 2 pages: make sure you check the company name and number and confirmation date to Companies House
Part 2: There are many continuation pages and so the pdf is very long, but we only need to prepare the following sections:
A1: find the SIC code (see above)
B1: most companies only have 1 class of ordinary shares, but some may have more. In this case check to the Register of Members or share cap table. Ensure that the correct number of shares is used, and aggregate nominal value = number of shares x nominal value per share. Ensure that the total is completed for each currency table used and that a grand total is put at the bottom of the page. The amount unpaid is usually £0
B2: the prescribed particulars can be found in the incorporation documents or in previous SH01 forms or share issue documentation
C1: usually “No”
D1: Enter the shareholders details and ensure this agrees to the Register of Members or Share Cap Table.
F1-F4: Enter the PSC details (see above) or use the next part for company details.
Don’t need all the continuation pages.
Please do contact us if you need any help to file the Confirmation Statement