Changes to the Annual Return: Out with the old, in with the new

15 Mar

Changes to the Annual Return: Out with the old, in with the new

Under section 92 of the Small Business Enterprise and Employment Act 2015(SBEEA), from 30 June 2016 the annual return that you are all familiar with is being replaced with what has been named a ‘Confirmation Statement’.

The Confirmation Statement will need to be filed annually, in a similar fashion to the old Annual Return. The standard information will be required:

  • The registered office
  • The Directors and Company Secretary (if any)
  • Where the company keeps its records if it uses a single alternative inspection location
  • The company’s principal business activity
  • A statement of capital, unless there have been no changes
  • Whether the company is a traded company
  • The Shareholders, unless there have been no changes

However, there are some new additional pieces of information that will have to be included on the Confirmation Statement:

  • Details of company registers in relation to People with Significant Control (PSC)
  • Whether the Company has opted to use the Central Register
  • The aggregate amount unpaid on the total number of shares

The company will have to ensure that its register of People with Significant Control is updated and accurate as this will directly impact the Confirmation Statement. The current Annual Return provides information regarding the amount paid up and unpaid on each share. Under SBEEA, this has been removed and instead companies will just provide information in relation to the amount on the unpaid shares.

Under section 94 of SBEEA, another option has become available to companies to keep information that would usually be kept in the company’s statutory registers at Companies House. The Central Register, as it is called, is scheduled to be implemented on or around 30 June 2016. By selecting this option, your clients’ companies will no longer have to maintain their statutory registers separately. However, it should be noted to your clients that any information on their company registers that they opt to be held on The Central Register will be mostly publicly available information.

Recent guidance from Companies House also reflects that companies will be unable to file an electronic form of the Confirmation Statement where changes to the PSC Register are made between 6 April 2016 and 29 June 2016. Instead, the paper form will need to be filed together with appropriate fees by your formation agent or Company Secretary.

The new requirements in relation to PSC and the optional Central Register are in line with the spirit of transparency and letting the public know who has actual control of a given company. The requirements in relation to unpaid shares aid financial transparency and will be of interest to individuals such as creditors.

Stay tuned to our blog for the latest details on the various SBEEA changes coming next month and throughout 2016. For bespoke solutions to maintaining your or your clients’ company registers, please do get in touch to discuss your requirements.

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