17 June, 2016
The 6th April 2016 saw the introduction of the Persons with Significant Control ('PSC') Register, under the Small Business, Enterprise and Employment Act 2015 ('the Act') and from the 30th June 2016, all companies will be required to file the information contained in their PSC register at Companies House.
The current Annual Return which is filed at Companies House through the AR01 form, and which details information regarding a company's statement of capital, directors, and shareholders amongst other things, is to be replaced by the new Confirmation Statement as of the 30th June 2016.
Where a company is due to file its Annual Return before 30th June 2016, it can still do this by way of the AR01 and it will not be required to disclose the information contained in their PSC register. However, when that company comes to submit its next Annual Return it will have to do this by submitting the new Confirmation Statement and it is at this point that the company's information regarding their PSC register will be made public at Companies House. After the 30th June all Annual Returns must be made by way of the new Confirmation Statement.
Once the Confirmation Statement has been submitted, a company can resubmit the Confirmation Statement throughout the year, at no additional fee, if certain information changes. This may be beneficial to companies who wish to align all their filing dates, as the renewal date for submitting the Confirmation Statement will change to the date that it was re-submitted, and will not run from the date that the Confirmation Statement was originally submitted. Therefore, a companies could file its Confirmation Statement on the date that it is due, in accordance with the last Annual Return date, and then re-submit its Confirmation Statement on the day that their accounts are due so that each year they can deal with all filing requirements at the same time.
When a company files its first Confirmation Statement, information relating to the PSCs of the Company, the capital, SIC Codes and shareholders of the company will need to be detailed. Once the first Confirmation Statement has been submitted at Companies House, the Company is required to 'check, notify of changes and confirm' the information which was provided in the initial Confirmation Statement, at least once a year. If no changes have occurred, the company will just be required to click "confirm" and the Annual Return will be completed for that year. If any changes have occurred, the company will first be required to make such changes at Companies House by way of the relevant forms, for example a change of directors must be submitted by way of forms AP01 and TM01, it is only then can the company submit the Confirmation Statement.
Although there are no financial penalties for late filing of the Confirmation Statement, there are criminal offences contained within the Act for failure to comply. Even if the company is in the process of establishing its PSCs, the information within the Confirmation Statement cannot be left blank and this must be documented, until the PSCs have been established. Therefore, it is important that companies are aware and fully understand their obligations under the Act and how and when the Confirmation Statement needs to be filed.
The criteria for being a PSC is complex and Forbes' Corporate and Restructuring team are able to provide advice and assistance on identifying your PSCs and the new filing requirements that you are obliged to comply with from the 30th June 2016.
If you are looking for any more information with regards to our services view our Corporate section. You can also contact Nick Pickup in our Corporate department via email or phone on 0333 207 1132. Alternatively send any question through to Forbes Solicitors via our online Contact Form.