What is confirmation statement

What is confirmation statement

Confirmation statement replaces the annual return filing.

Limited company registered with Companies House are legally required to deliver Confirmation Statement with the Registrar of Companies at least once every 12 months.

Confirmation Statement is a snapshot of general information about your company director, secretary, registered office address, shareholders and share capital and so on.

Confirmation Statement is a separate document to that of your company accounts.

You may submit your Confirmation Statement using the Companies House web filing service or by submitting paper form CS01. There is statutory filing fee payable to Companies House.

Information is require for filing your Confirmation Statement

  • Your limited company name
  • Your Company number. This is the number given by Companies House and can be found in your certificate of incorporation.
  • The date to which your confirmation statement is made up, often this is referred to as the made up date. The made up date is usually the anniversary of the incorporation of your company or the date of previous confirmation statement submitted with Companies House.
  • Your company’s business activity. choose the SIC code closely describe your company business activity.
  • Type of your company whether it is a private limited company or public limited company.
  • Your company’s Registered office address. This address must be kept up to date at all times as all legal notices and statutory mails from Companies House and HM Revenue and Customs will be sent there.
  • The address where you keep your company statutory books if it is not kept at your company registered office. You must provide SAIL (Single Alternate Inspection Location) address.
  • Details of person directors and corporate directors.
  • State whether the shares of your company has been traded in the regulated market.
  • A statement of capital
  • Details of shareholders.
Secretary duties

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.

Change company name forms

Change company name forms

Change company name forms to complete for your application to change your existing company name to a new name. You must also send in your special or written resolutions or court orders plus the statutory fee payable to Companies House.

Companies House will check your new company name availability and if everything is in order, they will issue the certificate of change of name to make your new company name official.

It is highly recommended you seek accountants advice If you are not familiar with the Companies House’s procedure to change your company name yourself.

Below are the Companies House forms to complete for change of your 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

Directors disqualification

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.

Shareholder rights

Shareholder rights

Shareholder rights of a limited company registered with Companies House is spelled out in the Companies Act 2006.

Minority shareholders have no say in the management of your company and in the running of your business.

A minority shareholder cannot do anything if the management of your company is inefficient. It is only the majority shareholders who can take action.

Your directors must act in good faith and in the interests of your company as a whole at all times.

Majority shareholders can do anything permitted by the Memorandum and Articles and can ratify almost any transactions, even retrospectively, in general meeting.

A sole shareholder can, however, sue your company in his own name to protect his individual rights, for example to compel board to accept his vote at the general meetings.

If there is unfair prejudice, fraud or gross negligence, your shareholder has the rights to call in the Department of Trade and Industry to investigate your company and in some circumstances the court can take actions against your company. Your shareholder wanting to take action must hold at least 10% of your company shares.

Your directors may then lose the protection of limited liability and be ordered to compensate your company or your shareholder for loss.

Submit limited company document online

Submit limited company document online

Submit limited company document online is quick compared to submitting your document in paper form with Companies House.

Limited company registered with the Companies House in the United Kingdom is allowed to submit your company documents online using the web filing service.

Below is the documents limited company can submit online with Companies House via their web filing service. You would require your company’s authentication code to submit your company document online. You have do not have your company authentication code, you may request Companies House to send you one.

Document nameForm reference
Confirmation statementCS01
Return of Allotments of SharesSH01
Change of registered office addressAD01
Appointment of directorAP01
Appointment of corporate directorAP02
Appointment of secretaryAP03
Appointment of corporate secretaryAP04
Change of director’s detailsCH01
Change of corporate director’s detailsCH02
Change of secretary’s detailsCH03
Change of corporate secretary’s detailsCH04
Termination of appointment of directorTM01
Termination of appointment of secretaryTM02
Notification of single alternative inspection location (SAIL)AD02
Notification of location of company records to the single alternative inspection location (SAIL)AD03
Change of location of company records to the registered office (SAIL)AD04
Change of Accounting Reference DateAA01
Notice of change of name by resolution (NM01) & Special ResolutionRES15
Dormant account and trading company accounts

Contact us if you require help with getting your company authentication code or submitting your limited company documents online.

Superseded Companies House forms

Superseded Companies House forms

Superseded Companies House listed below are for your reference only and would only be valid for filing of your company information before 1 October 2009.

For your company filings beginning or after 1 October 2009, you must use the new Companies House forms for filing. The new forms have different sets of referencing to that of the superseded companies house forms.

Form referencePurpose of the form
Form 288aAppointment of director or company secretary
Form 288bDirector or company secretary resignation
Form 288cChange of particulars for director or company secretary
Form 225Change of accounting reference date
DCA formDormant Company Account if your company has not traded during the year
Form 363aAnnual Return to be filed every anniversary since incorporation
Form 190Location of debenture holders
Form190aLocation of register of debenture holders in a non-legible format
Form 287Change your Registered office address
Form 353Location of register of members
Form 353aLocation of register of members in a non-legible form
Form 88(2)Return of allotments of shares
Form 123Increase in nominal capital (with resolution)
Authentication code

Authentication code

Authentication code is required when come to filing your company’s documents online. The code issued by Companies House. Your authentication code is the electronic equivalent of your limited company director’s/sectary’s signature. The code is made up of 6 digits or mixture with numbers and alphabets.

You may find your authentication code in your company’s incorporation emails sent to you by your company formation accountants.

Companies House will also send your authentication code by letter to your company’s registered office address.

Misplaced your authentication code

You may request your code from Companies House again. They will re-send your code by post to your company’s registered office.

Change your authentication code

You may request Companies House to change or reset your company’s authentication code to your preferred or easy for you to remember password. You must put your request in writing and the letter must be signed by your company director.

No access to mails at your company’s Registered Office address

In situation where you no longer able to access mails send to your company’s registered office address for whatever reasons, you may write to Companies House explaining your situation.

Send in the form AD01 to give your new registered office address together with the explanation letter. Companies House will update your registered office address and then re-send the authentication code to your new company’s registered office address. This is a very lengthy process and it could take weeks. Companies House would not send your authentication code to anywhere else except your company’s registered office. They do not accept any excuse.

If your confirmation statement or company account is overdue and Companies House already proposing to strike off your company, our accountants would be able to help you to stop the striking off process and get your authentication code quickly.

Cancel a mortgage or charge with Companies House

Cancel a mortgage or charge with Companies House

Cancel a mortgage or a charge with Companies House is not automatic. You must submit your application to have your mortgage or a charge removed from your company’s register.

There is no requirement for your company to inform Companies House that a charge or a mortgage has been paid off. This includes property used as security has partly or wholly released from a charge or that the property no longer owns by your company.

However, It is in your company’s best interest to cancel the charge registered with Companies House as soon as the loan has been paid off or charge on your property given as security no longer hold. Potential investors and bankers are interested in this kind of information as part of their financial assessments whether to invest or lend monies to your company.

Below are the Companies House forms to use to inform the Registrar of companies of a charge or a mortgage has been paid off.

Form referencePurpose of the form
MR04statement of satisfaction in full or in part of a charge – when your company has partly or fully paid off a charge.
MR05Statement that part or the whole of the property charged:
(a) has been released from the charge
(b) no longer forms part of the company’s property
MR05 continuation pageTo provide description of instrument, short particulars of the property or undertaking charged and description of assets or property, if any.
Director service address

Director service address

Director’s service address is introduced with the objective to keep your company director’s home address private and confidential. For this reason, the Companies Act 2006 allows director to provide a service address instead of his/her home address for public register.

Companies House still requires director to provide both his/she service address and his/her current residential address with Companies House. The home address details would not be published but for Companies House records only.

Your company registered office address can be the same as your director’s service address

your director’s service address can be your company registered office address or any other address as long as your director can access to mails sent to the service address specified. Please note that P O Box is not allowed to be used as your director service address.

You may use your home address as your company registered office address and as your director service address. Companies House would not made any reference as to the connection of your home address is also your company registered office address and director service address.

Similarly, you may use different addresses for your company registered office address and your director service address if you do not want to use your home address.

It is important that if your company director no longer able to access mails sent to the address given as his/her service address, you must update Companies House with this and provide a new service address.

If you do not have a suitable address to use your director service address, you may use the address of a service provider and you would be required to provide proof of identity and proof of your home address for this kind of address services in the UK.

Your director service address, company registered office and director’s home address must be presented in your company Confirmation Statement and if there is any changes, the change must be registered with Companies House using relevant Companies House forms.

12