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Update: Persons with Significant Control Regime and the Confirmation Statement

Confirmation Statement:

From 30 June 2016, there is no longer a requirement for a company to file an annual return as this has now been replaced by the Confirmation Statement. There is now a duty on every company, no matter how small or large, to confirm to Companies House that the information that they hold about the company is still correct and up to date.

Even if there is no change, this still needs to be confirmed. In order to do this, each company has to complete and return the Confirmation Statement either by their Webfiling system, software filing systems (at the cost of £13.00 for online applications) or by completing a paper version using Form CS01 (at the cost of £40.00 for paper applications).

If any information is incorrect or out of date then Companies House must be informed. Companies must ensure that the following information has been checked before they make the Confirmation Statement:-

  • Relevant events which have taken place during the confirmation period
  • Changes to the company's:-

(a) Principal business activities or standard industrial classification code

(b) Information about people with significant control

(c) Statement of capital

(d) Trading status of shares

(e) Stakeholder information”[1]

It is a criminal offence for any company to not file their Confirmation Statement within 14 days of the end of their review period.  For new companies the review period is twelve months from the date of inception. If it is an existing company then the review period is 12 months starting on the day after the last review period.

 If this is not done, then Companies House will prosecute not only the Company itself but also its officers.

People with significant control:-

The most notable difference with this new regime is the requirement to inform Companies House of any people within the company with significant control.

 A person with significant control is anyone within the company that meets one or more of the conditions detailed within the People with Significant Control Regulations 2016. A company can have more than one person with significant control and they can meet one or more of the conditions listed within the Regulations.

[1] Taken from Companies House Website “Confirmation Statement”.

For an easy guide, a person with significant control is a person who:-

  • Holds, directly or indirectly, more than 25% of the shares;
  • Hold, directly or indirectly, more than 25% of the voting rights;
  • Holds the right, directly or indirectly, to appoint or remove a majority of directors;
  • Otherwise has the right to exercise, or actually exercises, significant influence or control over the company;
  • Has the right to exercise, or actually exercise, significant influence or control over the activities of a trust or firm which is not a legal person, the trustees or members of which would satisfy any of the four conditions above”[2].

Once a company has identified who are people with significant control, it is necessary for them to keep a register of those persons and their details. This information will then need to be filed with their Confirmation Statement to Companies House once the person with significant control has confirmed their details.

If the company does not have a person with significant control then the need to update their register is still required. There are certain statements that must be included in their own register and confirmed to Companies House to satisfy the Regulations.

If anything changes, it is a requirement that the company updates its own register within 14 days of the change and then notifies Companies House within another 14 days.

Due to the changes in this regime, it is most important for all business to check that they are complying with the new requirements as to fail to do so could lead to disastrous consequences.

Here at QualitySolicitors Parkinson Wright we have various solicitors who would be able to point you in the right direction and assist with the transition.

If you would like additional information and a non-obligation discussion with one of our solicitors, please call on 01905 721600.

[2] Taken from Companies House Website “Confirmation Statement”- (  )  

Article by:
Charlotte Dale LLB (Hons) Law 

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