Companies House filing changes affecting small companies

The Small Business, Enterprise and Employment Act 2015 introduced a number of procedural compliance changes for companies, some of which came into being last year, with others being introduced this year.

Annual return

From 30th June 2016, the annual return is to be replaced with a confirmation statement. Companies will need to check and confirm the information that is being held by Companies House and update any changes.

There will still be an annual filing fee of £13 (online) or £40 (paper) regardless of how many times a company’s record is updated throughout the year. 

The confirmation statement must be filed within 14 days after the due date. The due date is usually a year after incorporation or the date a company filed its last annual return. Companies House will however send firms either an e-mail alert or a reminder letter to the company’s registered office when the confirmation statement is due. 

For companies with made up dates prior to 30th June 2016, they will still have to file an annual return. For example, a company with a made up date of 20th June 2016 will have until 18th July 2016 to file their annual return (due to annual return’s 28 day grace period).

People with significant control (PSC) register

From 6th April 2016, companies need to keep a register of people with significant control – PSC register. A PSC (not to be confused with a personal service company) is anyone in a company who meets one or more of the following conditions:

• owns more than 25% of the company’s shares
• holds more than 25% of the company’s voting rights
• holds the right to appoint or remove the majority of directors
• has the right to or actually exercises significant influence or control
• holds the right to exercise or actually exercises significant control over a trust or a company that meets one of the first four conditions

Companies incorporated before 30th June 2016 will need to provide this information in their first confirmation statement. 

It is a criminal offence to not provide this information. 

The PSC’s usual residential address won’t be available on the public register and their day of birth will be suppressed. All other PSC information however will be available on the public register, much like directors’ details are currently held.

Statement of capital

This will now be simplified from June 2016. The changes remove the requirement to show the amount paid up and unpaid on each share. Instead, a company will need to show the aggregate amount unpaid on the total number of shares.

Currently a statement of capital needs to be provided every year on the annual return but now companies will be able to simply indicate on the confirmation statement that there have been no changes for that year. 

A full statement of capital will only need to be provided where changes have been made during the year.

Company registers

As from June 2016, private companies will have the option of keeping certain information on the public register instead of holding their own statutory registers. This will apply to registers of:

• members
• directors
• secretaries
• directors’ residential addresses
• people with significant control (PSC)

Should a company elect to hold registers information at Companies House, this becomes part of the public record. 

Companies can opt in and out of holding register information on the public record at Companies House but any sensitive information, that was placed on the public record while register information was held at Companies House, will continue to remain part of the public record.

Corporate directors

As from October 2016 it will not be possible to appoint a corporate director, although there are some limited exceptions. Those companies with an existing corporate director will need to take action, either explaining how they meet the conditions for exception or notify the registrar that the person has ceased to be a director.