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Layman guide to confirmation statement for micro companies

The Companies House “confirmation statement” is largely just a summary of key, semi permanent details of the company. Predominantly where the registered office address is located and who the shareholders/directors are. This replaces what was previously called the “annual return”…so what’s changed?

Persons of significant control (PSC)

Oversimplifying a little, a PSC is anyone with >25% share ownership in your company.

First thing to say – shareholders aren’t always humans. I mention this as it’s largely why this section looks complicated. Shareholders can be either a human being, a corporate body (eg Ltd Co) or what’s known as a “legal person”. For your typical micro business, it’ll be the first option, “a person with significant control”.

Adding a PSC

When adding a PSC first person, there are quite a few basic details requested. There is an option to protect the identity of PSCs from the public record. Reality is the vast majority of business owners won’t be able to do this.

It then asks for your date of birth. As with details for directors, only the month and year will be publicly visible (to go some way towards making life harder for potential ID fraudsters). It also requests Nationality.

Correspondence address – this will be publicly available. If you’re concerned about data privacy, you may want to make this somewhere other than your home address (eg potentially your accountant’s address). Having said that, the majority of small Ltd Co owners will use their home address for this.

Home address – your actual home address is separately requested. This won’t be publicly available.  Your country of residence will be publicly available.

Nature of control

This is where it can look more complicated than it really is.

Ownership of shares –> The person holds shares, then choose relevant %. Note that if the person owns exactly 25%, 50%, or 75% they fit into the lower category (ie 50% exactly is “more than 25% but not more than 50% shares”, it’s not “more than 50% but not more than 75% of shares”).

Ownership of voting rights –> The person holds voting rights. Unless you’ve got a fancy share structure where only some shares hold voting rights (wouldn’t recommend this for a simple micro company) then this will exactly mirror the shares.

Right to appoint or remove the majority of the board of directors. As suggested earlier assuming it’s a human shareholder, the 2nd and 3rd options aren’t relevant. It’s just whether the 1st is true or not. In practice anyone controlling the company (ie >50% shares) can appoint or remove directors. For micro companies the directors and shareholders are likely to be the same people (or spouses/similar), so this is more a technicality to put on the form rather than something you need to be concerned about.

Has significant influence or control if any of the above boxes have been ticked, this should be left blank. This option is only relevant if none of the above more specific reasons apply.

When did this person become a PSC?

This would tend to be the date of incorporation, or if it’s someone who only received shares later than that date, the date they went over 25% share ownership.

Rest of form

After that, the rest of the confirmation statement is no different to the annual return. Check the registered office address is still valid and shareholders match, but otherwise typically just a case of clicking confirm/next half a dozen times then paying a £13 fee to Companies House.

Unpaid share capital – something that confuses a few people. Just enter £0 here, on the basis you will have paid for your share (if not physically putting the £1 or £100 in, it’ll likely have been dealt with via director loan account.

Shortened deadline

You have just 14 days to file the confirmation statement (used to be 28 days for the annual return). Having said that, there is no financial penalty for late filing of a confirmation statement. As with the annual return though, if left too long Companies House will start threatening striking off action.

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