How Shelf Companies Lost Their Appeal and What to Do Now
Also known as a ready-made company or an off-the-shelf company, a shelf company is a pre-registered business you can buy and customise.
Business owners, take note: whether you run a large business in a remote UK town, or you register a company in the nation’s capital, you MUST file a confirmation statement at Companies House. Even if your company is dormant!
What Is a Confirmation Statement?
A confirmation statement documents and confirms the details of a company’s relevant members — the confirmation statement of a limited company documents the details of its directors and shareholders, while the confirmation statement of an LLP outlines the details of its members.
A confirmation statement serves to confirm that the company details registered at Companies House (and displayed on the public register) are accurate and not outdated. Any inaccuracies or outdated information must be updated imminently.
And just like you could with the annual return, you can report any changes to your company information using the confirmation statement. You should update the following information:
- SIC codes
- Shareholder details
- Paid up share capital
Any other amendments to details regarding your company officers or the registered office address need to be reported separately via the relevant Companies House form. Updating this information can be done at the same time as, or prior to, filing your confirmation statement.
What Is the Difference Between a Confirmation Statement and an Annual Return?
To avoid confusion, the annual confirmation statement (introduced in 2016), is a new filing document (CS01) replacing the Companies House annual return form (AR01). However, the confirmation statement for Companies House serves the same needs as its predecessor, albeit in a more accessible and simplified form.
When to File a Confirmation Statement at Companies House?
Processing a confirmation statement at Companies House is an annual requisite — even for dormant and non-trading companies!
Companies will receive a reminder a couple of weeks before they have to file a confirmation statement at Companies House. The statement must be returned within 14 days of the due date.
As this is an annual return, there is a 12-month review period that begins on either the date of your company’s incorporation or the date at which you filed your last confirmation statement at Companies House. For example, if your new company is incorporated on 1st January 2020, your review period will start on this date and end on 31st December 2020.
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Can You File a Confirmation Statement at Companies House Early?
You can file a confirmation statement at Companies House any time during your review period. If you file a confirmation statement early in the year, then a new 12-month review period will begin.
For example, if your new company is incorporated on 1stJanuary 2020, and your company files a confirmation statement at Companies House on 30th September 2020, your next review period will start on 1st October 2020 and will end on 30th September 2021.
What Happens if You’re Late Filing a Confirmation Statement?
Failure to file a confirmation statement at Companies House within 14 days of the end of your review period may not necessarily result in a financial penalty, but it is a criminal offence. At worst, your company may be crossed off the register!
Additionally, late filing of your confirmation statement could have an adverse effect on your company’s reputation since corporate filing history is a matter of public record. If you’re struggling to keep on top of your company filing, especially when you’re just starting out, it’s wise to seek the help of an accountant or a reputable company formations team.
What Information is Required on a Confirmation Statement?
To successfully file a confirmation statement at Companies House, you simply have to check and confirm the following information:
- Company’s shareholder names
- Details of the shares of each shareholder
- Address of the company’s statutory registers (registered office address)
- Main business activities (Standard Industrial Classification(SIC) codes)
- Statement of capital
- Total number of the company shares (including the share’s aggregate nominal value)
- If applicable, the aggregate amount unpaid on the total number of your company’s shares
- Trading status of shares
- Details of Persons of Significant Control
NOTE: If no changes occurred during the review period, you must still file a confirmation statement at Companies House.
How Do You File a Confirmation Statement at Companies House?
There are essentially three ways you can file a confirmation statement at Companies House:
- By post: Simply use the paper form CS01 (or LLCS01 for LLPs) which you can access at GOV.UK
- Online: Sign in to the Companies House WebFiling platform for a swift online process.
- Through a company formations business: Use a reputable formations company that will take all the administrative stress out of your hands, letting your focus on your business matters.
How Much Does a Confirmation Statement Cost?
To send a paper confirmation statement to Companies House costs £40. However, the annual fee for filing a confirmation statement online is £13. It’s advantageous to file your confirmation statement to Companies House online as the form will display pre-populated data, making the entire process much easier.
Don’t forget that the payment period occurs every 12 months from the date of your company incorporation (for new companies) and the date of your previous annual fee payment (older companies).
Although the annual fee must be paid with your first confirmation statement in the 12-month payment period, you’re permitted to file as many confirmation statements as you wish during this payment period.
How Do You File Confirmation Statements for Dormant Companies?
The filing process is the same as mentioned above. The only factor is that you do not assume your company is immune to filing a confirmation statement at Companies House just because you’re no longer trading.
All private limited companies, whether trading or not, are required to deliver an annual confirmation statement to Companies House every 12 months. Even though your company is dormant, there may be specific details about your company that has changed relating to personnel structure etc. Therefore, you need to update your confirmation statement at Companies House and ensure all information is correctly displayed on the public register.
Remember…
It’s crucial that you file a confirmation statement to Companies House before the due date expires in order to avoid the consequences as outlined above. And rest assured, if you’re struggling with any company formation procedures, it’s advisable to seek the services of a reputable company that can help you file a confirmation statement at Companies House swiftly.
If you’re a business owner looking to file a confirmation statement with Companies House, contact our dedicated company formations team now for expert assistance.
