The death of the annual return


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For further information, please contact Ella Leonard, Partner, Fladgate LLP (eleonard@fladgate.com)


 

The launch of confirmation statements – getting the content and timing right.

The longstanding requirement for companies and limited liability partnerships (LLPs) to file an annual return will be replaced by a requirement to file a confirmation statement after 30 June 2016 under the Small Business, Enterprise and Employment Act 2015.

“Persons with significant control” information, for companies and LLPs, must be included on the confirmation statement and will therefore be made available on the public register (save for some personal information, including the date of birth and residential address of individuals).  Fladgate’s briefing on the new “persons with significant control” regime is still available and can be accessed here).

Every company and LLP will be required to submit this information on the next confirmation statement due for filing after 30 June 2016.  It is a criminal offence not to provide this information.

The current annual return regime provides that the annual return must be filed by the anniversary of incorporation of a company/LLP. However, it is perfectly acceptable to bring this date forward when filing the annual return by “advance filing” and completing the new relevant date on the paper form (or through the Webfiling system).

Any company/LLP which advance files an annual return will therefore not have to file the new confirmation statement for 12 months from its last filed annual return.

For example, a company whose annual return is due in August 2016 can file the annual return now with a new “made up to” date in June 2016 and will then be required to file its first confirmation statement containing all the required information, including the persons with significant control information, in June 2017.

Companies House has indicated that the new paper confirmation statement is likely to run to some 65 pages.   It has not yet been made available for review. Companies House is aiming to become a 100% digital organisation (see the article 100% digital dated 1 March 2016 on Gov.UK) and they can only achieve this if more entities make their statutory filings through the Webfiling system.  To encourage this they have made the Webfiling costs for filing an annual return much lower than for paper filing. It is envisaged that there will be the same price differential when the annual return is replaced by the confirmation statement.

It is also likely that electronic filing of the confirmation statement will be much less burdensome than completing and filing the paper version.

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