How to complete Confirmation Statement

How to complete Confirmation Statement CS01 form for Companies House. You may submit your CS01 form online using Companies House webfiling service or on paper by post.

The Confirmation statement replaces the annual return filing.

File Confirmation statement CS01 online

You would require your company authentication code to be able to file online. You follow on screen instructions to complete your CS01.

The online CS01 form populate your company information already on Companies House record. All you have to do is to check if the information is still valid. If there was changes since your last confirmation statement date, you would be able to file the relevant Companies House form straight away.

Say you have appointed a new company director, you would be able to file your AP01 form and the new director’s appointment will be updated on your CS01 form. It is that simple.

Likewise if certain compulsory information is omitted from your CS01 form, for example, if you have not yet submitted your Person with Significant Control (PSC) particulars, the system will prompt you to enter the information and it would not allow you to submit the CS01 form until you do.

Before you click submit, you must tick the box to declare all the information is accurate to the best of your knowledge. You would have to pay the statutory filing fee of £13 to Companies House online to complete your filing. Companies House will email you to confirm receipt of your submission and also to confirm if your filing has been accepted or rejected.

File CS01 on paper

More manual check is required when you file your Confirmation statement on paper.

Companies House will return your confirmation statement form if the CS01 form is incomplete and the information is incorrect. This is likely to happen if you put your new registered office address on your CS01 form but you did not file your AD01 form to change your registered office address with Companies House at the same time or beforehand.

Tips to help you

Company name and number

Make sure your company name and incorporation number match the information on Companies House website.

Business activity

You have provided the description of your company’s principal business activity and specify a SIC code. Choose the SIC code closely described your company’s business activity.

Registered office

The address entered in your confirmation statement CS01 form must match the registered office address held by Companies House.

If you are changing your company’s registered office address, you must complete the form called AD01 and send in together with your confirmation statement form.

Statement of capital

You must provide Shareholders details, classes of shares together with the voting right attached to each share.

Company directors and secretary

If there were changes in your company officers since the last confirmation statement date and you have not yet informed Companies House, you must fill in the appropriate forms below.

  • Use form AP01 if new director was appointed.
  • Use form CH01 if there was changes to director’s personal details.
  • For corporate director’s appointment, please use form AP02 and changes in details please use the form CH02.

Person with significant control (PSC)

You must disclose person with significant control of your company and update Companies House if there were changes during the pats 12 months.

Finally you must sign your confirmation statement form and enclosed the correct filing fee.

How to request authentication code

How to request your company’s authentication code from Companies House is easy.

The authentication code is a 6 character password made up of the combination of alphabets and numbers. The code is the equivalent of your company’s director or company secretary’s signature and it is linked to your company’s number. Please keep safe of the code.

You would require your authentication code to file your confirmation statement and company accounts using the webfiling service.

Forgot your authentication code

Forgotten your code? not to worry because you can request Companies House to re-send your authentication code to your company’s registered office address.

Companies House would only send your authentication code to your registered office address. They would not send your code to anywhere else no matter how hard you beg them to because the company law say so and they follow the company law.

How to request

  1. Sign in to Companies House web filing.
  2. Enter the email address and your password you registered for web filing service.
  3. Then, you will be directed to the sign in to a company page.
  4. You will see the link “request an authentication code” above the sign in blue button. Click on it.
  5. You will be directed to Request an authentication code page.
  6. Step 1 : Select where your company was incorporated. Enter your company number then click the continue button.
  7. Step 2: Review your company information displayed to make sure it is correct. Your company registered office will be displayed there. if it is correct then you click on the request code button.

How long does it takes to arrive

It takes about 5 working days to reach your registered office address. If you did not receive the code after 5 working days, contact Companies House or contact us.

No access to registered office

No access to your mails sent to your registered office address? Then you must change your registered office address immediately.

In this circumstance, you must file a Companies House form AD01 to change of your registered office address on paper. Then wait for the Registrar of Companies to approve and publish your new registered office address on the public record after that you sign in to Companies House’s webfiling service to request your authentication code again. Follow the same steps above. This is a lengthy process.

Companies House propose to strike off

Companies House is proposing to strike off your company in this situation it is critical for you to avoid the dissolution and get your authentication code promptly before it happens.

Contact Companies House to explain your registered office situation in writing. Companies House would reply to you to say if they approve your request whether they have discontinued the proposal to strike off. They would specify the date your overdue company’s confirmation statement or company accounts must reach them.

Companies House would issue prosecution notice to your company directors if your company’s documents still not filed after the specified date.

Change registered office and get authentication code at the same time.

There is a way to change your registered office address and get your authentication code at the same time. Our accountants can help you.

Companies House has the discretion to allow this on case by case basis. We will write to Companies House on your behalf to explain your situation together with supporting evidences and prepare the required documents and Companies House form for your director’s signature. You are to send the signed documents back to us then we will take care of Companies House administration for you from there.

Company dissolved while waiting for authentication code arrived

It is possible your company be struck off while you are waiting for your authentication code to arrive. You can avoid this by writing to Companies House as discussed above.

Companies House would dissolve your company without hesitation if you do not communicate with them of your intention to keep your company.

Once your company is dissolved, you can restore your company through administrative restoration. You must apply to Companies House for this.

Administrative restoration

Application for administrative restoration with Companies House is straight forward. Companies House would require you to bring your company’s filings up to date. This includes your company accounts and your confirmation statement.

Companies House Register

You may get information about a limited company from Companies House register for free. You may do the search for limited liability partnership search as well.

Company search

You would require the company’s name or registration number, officer or director’s name to begin your search.

Companies House register published filing history

The information you may obtain from the Companies House Register include the entire filing history of the company since they were incorporated to present date.

The information you may get include the following:

  • Director’s name and date of birth (without the actual day of the birthday, you just get the month and the year of birth)
  • Director’s service address where you can contact he/she through that address.
  • Company accounts
  • Confirmation statements
  • Charges lodged
  • Share capital
  • Business activity (SIC code)

Current filing status

You would also see the company’s current status – Active or proposing to strike off.

Companies House would propose to strike off your company if your filing is not up to date, for example, your confirmation statement and/or company accounts are overdue. The required documents would be highlighted in red.

If you see a company with an active status, this means their company’s filing is up to date. They are a good standing company.

Letters return to sender

Your letters would be normally be returned to sender if you no longer occupying the property or the current occupier marked your letters with “return to sender” and post it back to Companies House.

Renew service with service providers

Your service provide will return to your letters to sender if your company did not renew your address services on time. The problem arises is when you are expecting your company authentication code to do your Companies House filing online. For example, your confirmation statement already long overdue. As a result, Companies House may propose to strike off your company and eventually dissolve it.

If you want to get your authentication code you would have to renew your service with them anyway.

To avoid your letters return to sender, do renew your address service on time. So that no interruption to your mails service.

Change service provider

Sometime It is necessary to change your service provider especially if it seems like you are not getting any mails for your company for the entire year. Certainly. every company would receive reminders from Companies House for any filing due and a corporation tax reminder from HM Revenue and Customs. If you are not getting these mails every year then it is time to change your service provider.

Proof of address and identity documents

Above all you must provide proof of identity and proof of address to your service provider. This is a legal requirement before they could forward your mails to your preferred forwarding address.

Moved to new office

You have 14 days to inform Companies House of your new registered office address. You are to submit the Companies House form AD01 if the new office is also your registered office address.

Sign up for the Royal Mail forwarding service to continue to access mails sent to your old registered office address. You may stop the service as soon as your new registered office address is registered with Companies House.

Change your registered office

You can change your company’s registered office address online or on paper.

Your company’s authentication code is required if you are to submit the Companies House form AD01 using the webfiling service. You will get an email to confirm receipt of your submission and another email to confirm if your submission was accepted.

Alternatively, you may submit your form AD01 on paper. The form must be signed and dated by your director or company secretary. You may then post or hand deliver your form to the correct Companies House offices. Companies House will publish your new registered office address on their website if they accept your form. Otherwise you will receive your AD01 back suggesting amendment then re-submit.

You must also update your company official stationery with your new address accordingly. This includes your letterhead, websites and your other official company stationery.

Registered office address

Your registered office address must be in the United Kingdom. For example, if your company was incorporated in England, your new registered office address must be situated in England and it cannot be an address in Scotland or Northern Ireland.

Companies House do not accept a PO Box address as a valid registered office address for your UK company. It must be a physical address. Also, if you use your home address as your registered office, bear in mind that it will appear on Companies House website. Anyone can see it. Thus, If you do not want your home address to appear on the public register, consider using a service provider’s address.

What is confirmation statement

Limited company registered with Companies House are legally required to deliver Confirmation Statement with the Registrar of Companies once every 12 months. Let’s us explained what is confirmation statement.

Confirmation Statement is a snapshot of your company information. It gives the big picture of who owns the company and who runs it and who is the ultimate controlling persons behind it. It also gives information of how the company was setup.

Replace annual return filing

Confirmation statement was introduced to replace the annual return filing. However, you still able to file your annual return with Companies House with the “made up date” up to 30 June 2016. After that you file Confirmation statement instead.

Made up date

Your confirmation statement due date is also known as the made up date. The made up date is usually the anniversary of the incorporation of your company or your last annul return filed date or your last confirmation statement date.

The filing due date for confirmation statement is 14 days from your made up date. Whereas for annual return, you have 28 days to deliver it with Companies House. The time allowed is shorter by 50% but the filing process of confirmation statement was also simplified.

Not the same document as company accounts

Confirmation statement is not the same as your company accounts. In short, confirmation statement has nothing to do with your company performance, it does not involve preparing profit and loss account and balance sheet whereas company accounts do.

For company accounts, you have 9 months to file your accounts after your accounting year ended if your company is a private limited company. For a public limited company you have 6 months to file.

Do it online or on paper

You may submit your Confirmation Statement CS01 form with Companies House using the web filing service or on paper. You would require your company authentication code if you are to file online whereas for paper filing you only require director or secretary’s signature.

Companies House fee

You must pay the statutory filing fee for this filing with Companies House. the payment must be made at the same time of filing the CS01. You can pay by credit cards, Paypal or by cheque.

Information required

Company name

Your company name on your confirmation statement must match the name printed on your certificate of incorporation. If you have changed your company name, make sure your company name match the name on your certificate of change of name issued.

If you use a trading name that is different from your company name, do not put it on your confirmation statement. You only disclose your trading name in your company accounts if you wish. For example, Mind Fitness Limited trading as “you become what you think about”. You only put Mind Fitness Limited on your confirmation statement. you may disclose Mind Fitness Limited trading as you become what you think about in your director’s report which form part of your company accounts.

Company registration number

Your registration number can be found in your certificate of incorporation and it is also get it from Companies House website. It is published there.

Principal business activity

You must choose the SIC code closely describe your company’s principal business activity. Ensure you use the latest version of the SIC codes. The latest version of SIC code called SIC code version 2007 and each code comprised of 5 digits whereas the old SIC codes have 4 digits.

For example, if your company is dormant, you would choose the code 99999.

Type of company

State whether your company is a private limited company or public limited company. In addition, if your company is a private limited company, you must also state whether your company is limited by shares or limited by guarantee. If you are not sure, whether your company is limited by shares or limited by guarantee, look at your certificate of incorporation, it is printed there prominently.

Your company’s Registered office address

Your registered office address must be in the United Kingdom. It can be anyway in the UK but it must not be a P O BOX address.

All legal notices, reminders and letters for your company from Companies House and HM Revenue and Customs are sent to your registered office. You must act promptly with those reminders from Companies House and HM Revenue and Customs.

Use the form AD01 to change your registered office if you no longer able to access your mails sent there for whatever reasons.

SAIL address

You only need to give a SAIL address when you do not keep your company registers at your registered office address. The address other than your registered office you keep your company registers is called SAIL address. SAIL stands for Single Alternate Inspection Location.

The Companies House form to use for this purpose is AD02.

To cancel your SAIL address use the form AD04. This is when you decide to move your company registers back to your registered office.

Director

You must include all directors appointments and resignations in your confirmation statement. you must file additional companies house forms for these transactions.

Use the form AP01 to appoint a person director. You would require his/her name, home address, date of birth, nationality, occupation and date of appointment.

For a corporate director appointment you use the form AP02 instead. You would require the corporate name, it’s registration number, registered office address and the director or person controlling of that corporate body. In addition you must also disclose the law governs the entity if it was registered outside UK jurisdiction.

Company secretary

Appointment of company secretary is optional for a private limited company. However, it is compulsory for a public limited company. Accordingly, the person to hold the position must have the experience and qualifications.

To appoint a secretary use the form AP03. You must provide his/her name, home address, date of birth, nationality and occupation. Subsequently, if there is any changes to your secretary’s personal details use the form CH03.

If you would like to remove your secretary use the form TM02.

Shares traded in stock exchange

You must disclose whether your company shares has been traded in the regulated market any time during the past 12 months.

Issued share capital

You must provide a statement of capital. The statement includes the total number of shares issued and aggregate nominal value of the shares.

Shareholders

You are to give full name of each shareholder, the number of shares held, the type of share held and the voting right attached to each type of share.

Person with Significant Control (PSC)

Another important information is that you must disclose the ultimate controlling person of your company. Using a nominee director and shareholder no longer able to protect the identity of the real owner of the company.

For example, Mr. Success setup a company. He appointed a shareholder and a director for the company and his name is not appearing anyway in the public register. The director and the shareholder are both his nominees. When comes to filing the confirmation statement, the PSC particulars to disclose would be Mr. Success.

I want the magic

Our accountants can help you to file your confirmation statement.

Submit documents in other languages

Submit documents in other languages other than English to Companies House is generally not acceptable. However, there are exceptions.

English language

In summary, your company can submit the following documents in other languages other than English provided it is accompanied by a certified translation into English certificate. Companies House would accept your original and translated documents as acceptable filings. For examples,

  • Resolutions and agreements affecting your company’s constitution delivered under Chapter 3 of Part 3 of the Act.
  • Company accounts of larger EEA (European Economic Area) groups, your group accounts and parent undertaking’s annual report.
  • Company accounts of larger non-EEA groups, your group accounts and, where appropriate, the consolidated annual report.
  • A charge instrument or copy charge instrument.
  • Valuation report required to be delivered to the registrar under section 94(2)(d) of the Act.
  • Articles of association; memorandum of association.
  • Court orders.

In addition, your company may also file voluntary certified translations of any documents subject to the First Company Law Directive disclosure requirements. For examples,

  • Constitutional documents such as your memorandum and articles of association.
  • Directors appointments.
  • Changes in particulars or terminations.
  • Company accounts, reports, confirmation statements and annual returns.
  • Notification of any change in your company’s registered office.
  • Winding up documents.
  • Share capital documents for public limited company only.
  • Documents relating to mergers and divisions for public limited company only
  • Documents relating to overseas companies.

European Union language

First of all, the voluntary translation must relate to a document delivered to Companies House on or after 1 January 2007. Furthermore, voluntary translations can only be filed in an official language of the European Union and must be accompanied by Form VT01, which will link the translation to the original document.

Welsh language

However, there are different exceptions for Welsh company. Those complying with section 88 of the Act. Who are entitled to draw up and deliver certain documents in Welsh without the need of an accompanying certified translation in English.

Company accounts

Remember to deliver your company accounts to Companies House on time. Otherwise you will receive automatic late filing penalty. On top of this, if your company accounts are long overdue Companies House may strike it off the register.

Confirmation Statement

Equally important to file your confirmation statement on time because Companies House will strike off your company if it is long overdue. You may file your confirmation statement online or on paper. It is simple to file online. The online form is in English and it is simple to understand too.

Authentication code

In order to file online you would require an authentication code to use the webfiling service. Companies House issue one to every company. The code is the electronic equivalent of your director’s and secretary’s signature. Therefore always keep safe of the code and do not disclose it to anyone.

Registered office

Not to worry, if you have misplaced the code you can always request the code from Companies House. The code will arrive at your registered office within five working days. Contact Companies House if you did not receive the code. Before you do, check that your registered office held by Companies House is still valid. If there are not, then submit the Companies House form AD01 to change your registered office. Afterward you request the code again. There is no other way around it. Companies House only send the authentication code to your registered office.

In any case, your registered office must not be a PO Box address. Also, if your current registered office is situated in England in this case you can only change your registered office to an address in England. Similarly, for company with registered office is situated in Wales,the new address must be in Wales. In other words, company with registered office in England cannot change its registered office to a Scotland later.

Change company name

Limited company can change it’s company name. This can be done by passing a special resolution with majority of the shareholders vote for the change.

At the same time, you must make an application of change of company name with Companies House. Correspondingly, you submit a copy of the signed special resolution and a copy of the amended memorandum and articles to Companies House.

On the other hand, if your company name change is urgent. Then, you may opt for the same day name change service with Companies House. In this circumstance, you must deliver your documents to Companies House before 3pm on the day.

Restrictions on company name

There are restrictions on use of certain words and expression in limited company name. Thus, the uses of specific sensitive words would require prior consent from the Secretary of State for Trade and Industry.

For example, if you would like to use the word, Accredited, in your company name. Then your company must obtain a formal approval from the relevant governing body prior to submitting your application to change your company name. This is because use of the word “accredited” in your company name imply your company is pre-eminent in the field or has a particular status or specific function.

The Registrar of Companies will process your application and if your desired company name meet the Companies Act requirement and it is available for registration. Consequently, Companies House will issue your certificate on change of name on the same day.

Change company name forms

You may change your company name with Companies House. Accordingly, you must complete the change company name forms to change your existing company name to a new name. In addition, you must also send in your special or written resolutions or court orders plus the statutory fee payable to Companies House.

Thereafter, Companies House will check your desired new company name availability whether it is available for registration. Universally, there are restriction on use of certain sensitive and reserved words in your company name. For example, if you are to use a sensitive word such as “accredited” in your company name. Then, you must obtain a formal approval from the Department for Business, Energy and Industrial Strategy (BEIS) Standards and Accreditation team.

If everything is in order, they will issue the certificate of change of name then your new company name become official.

Generally, you may change your company name with Companies House yourself. However, it is highly recommended you seek accountants advice If you are not familiar with the change of name procedure.

Below are the Companies House forms to complete for change of company name.

Form reference Purpose of the form
NM01Change a company name
NM02Give notice of a conditional change of name
NM03Confirm satisfaction of the resolution of change of name
NM04Notify a change of name by means provided for in the articles
NM05Give notice of change of name by resolution of directors
NM06Request to seek comments on change of name

Secretary duties

The duties of a Company secretary are not specified by law but are usually detailed in the employment contract. No special qualification is required to hold the secretary position in a private limited company.

However, in a public limited company, the secretary must hold certain qualifications as specified in the Companies Act.

The main duties of a company secretary are that of responsible for maintaining the statutory company registers such as filing relevant forms with Companies House within stipulated dateline. This include:

  1. Submit Confirmation statement to Companies House within 14 days
  2. Ensure company accounts are filed with Companies House on time. For a private limited company, your accounts must be delivered within 9 months after the accounting year end and for a public limited company, your accounts must be filed within 6 months after their accounting year end.
  3. Send copies of resolutions and agreements to Registrar of Companies.
  4. Prepare and submit relevant Companies House forms for any changes in appointment or resignation of directors and company secretary, update registered office address and registered a charge with Companies House and so on.
  5. Maintain and update company registers
  6. Notify directors, members and auditors of meetings
  7. Prepare and keep copies of minutes of meetings
  8. Supply copies of company accounts to people entitled to receive them such as company directors, debenture holders, shareholders and every person who is entitled to receive your company accounts.
  9. Custody and keep safe of company seal
  10. Ensuring people entitled to do so can inspect the company registers.

Under the Companies Act 2006, a private limited company now no longer required to appoint a company secretary. This means that the duties of maintaining your company statutory registers are the responsibility of your company directors.

This further simplified the process of incorporating a private limited company. All that required to incorporate a limited company is a single person who can be the sole director and sole shareholder.

If your existing company resigns, you must file the Companies House form TM02 with Companies House and for new secretary appointment, you submit the form AP03.

Directors disqualification

The provisions for directors disqualification is contained in the Company Directors Disqualification Act 1986.

The Company Directors Disqualification Act 1986 is introduced to stop incompetent or unscrupulous individuals from leading and managing companies for a period of time with the intention to abuse the law.

Directors may be disqualified under the following circumstances:

  1. On conviction for an offence connected with promotion, formation, management or liquidation of the company.
  2. The company continued to trade with intent to defraud creditors (suppliers) even in the process of winding up.
  3. If guilty of a fraud in relation to the company.
  4. For non-compliance with the Companies Act with persistent default that is at least three offences within five years.

Disqualification can be for up to 15 years and the court has the discretion whether or not to make the order. It must however, disqualify a director whose conduct in relation to the company, alone or together with his conduct as director of another company, make him in the court’s opinion, unfit to be concerned in the management of a company.

The disqualified director is jointly and severally liable for the debts incurred by the company, and the liability extends to anyone acting on his/her instructions.

The Register of directors Disqualification Orders, maintained by the Secretary of State is open for public inspection.

The Companies House disqualified directors list gives details of disqualification orders for directors in England, Wales and Scotland. The record is updated weekly.

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