The Small Business, Enterprise and Employment Act received Royal Assent in March 2015 and proposed some significant changes to the data that needs to be provided to Companies House on an annual basis. This includes the new concept of People with Significant Control (PSC) and the rebranding of the Annual Return as the Annual Confirmation Statement.
Details on how the Annual Confirmation Statement would be structured have been sketchy, but we have now had our first glimpse of the new paper form, and it is a monster!
The statement consists of two forms. The first form is very straight forward, including four simple fields: Company Number, Company Name, Date of Statement and a confirmation that all information required to be delivered by the company pursuant to section 853A(1)(a) of the Companies Act 2006 either has already been delivered or is being delivered with the statement.
Do not let the simplicity of this form lull you into a false sense of security. The first form may only be filed in isolation if all required information has previously been filed with Companies House and there have been no changes to that information since the last confirmation statement was filed.
As the confirmation statement requires the filing of PSCs that have, before now, never been required to be filed, every company will most likely need to file the second form. This is where you get hit by a 62 page behemoth.
To be fair, Companies House have clarified that only the ‘Parts’ of form two that are affected need to be filed, and over half the form consists of continuation pages. Each Part, and each continuation page, will be available to download as a standalone document.
The five parts of form two are:
- Part 1: Standard Industrial Classification (SIC) code change
- Part 2: Statement of Capital Change
- Part 3: Change to trading status of shares
- Part 4: Shareholder Information Change
- Part 5: Information about people with significant control (PSC)
Parts 1-4 are reminiscent of the Annual Return and are reasonably straightforward, but Part 5 will be entirely new to most people and requires some thought. In Part 5 you will need to provide details of each PSC, Relevant Registrable Legal Entity (RLE) or Other Registrable Person (ORP) of the Company. Not only this, but you will also have to file all movements in these positions since the last confirmation statement. This means that if someone both became and ceased to be a PSC within the reporting period, then they will still need to be included in the form.
For each PSC you will need to include the nature of their control by ticking the relevant statements on the form, these are the same qualifications as will be included in your internal PSC registers, namely:
- The number of shares held (with banding qualification)
- The voting rights held (with banding qualification)
- The right to appoint directors to the board
- The right to otherwise exert control, or actually exerting control, over the company
- Meeting the above qualifications by virtue of controlling a Trust or a Firm.
This Part also contains the option for you to state that the company has no PSCs, or has not yet determined who the PSCs are.
The paper version of the Annual Confirmation Statement carries a fee of £40, and this is payable with the first statement filed in each calendar year; subsequent statements will not be charged.