Annual Filing of Returns to Companies House

In the United Kingdom, all limited companies are legally required to file annual returns to Companies House, which is the registrar of companies. This process ensures that company information remains up-to-date and is accessible to the public. Understanding the requirements, deadlines, and implications of annual filing is crucial for maintaining compliance and avoiding penalties.

What is an Annual Return?

An annual return, also known as a confirmation statement since the introduction of the Small Business, Enterprise and Employment Act 2015, is a document that provides a snapshot of general information about a company. This includes:

• Company name and registration number
• Principal business activities
• Registered office address
• Details of directors and company secretary (if applicable)
• Statement of capital and shareholder information
• People with significant control (PSCs) over the company

The primary purpose of the annual return is to confirm that the information Companies House holds about the company is accurate and up to date.

Filing Deadlines and Requirements

• Frequency: The confirmation statement must be filed at least once every 12 months. Companies can choose the date for their confirmation statement but must not exceed the 12-month interval.
• Deadline: Companies have 14 days from the anniversary of their incorporation or from the date of the last confirmation statement to file the new one.
• Format: The return can be filed online through the Companies House WebFiling service or by paper form CS01​.

Information to Include

1. Company Details: Confirm or update the company’s registered office address and principal business activities. The Standard Industrial Classification (SIC) code, which describes the nature of the business, must also be accurate.
2. Directors and Secretaries: Ensure that the details of all current directors and the company secretary (if applicable) are correct. This includes names, addresses, and any changes in the position.
3. Shareholders: Update the list of shareholders and the share structure if there have been any changes during the year.
4. People with Significant Control (PSCs): Verify and update information about PSCs. PSCs are individuals or entities that own or control more than 25% of the company’s shares or voting rights or have significant influence or control over the company​.

Consequences of Non-Compliance

Failure to file the confirmation statement on time can result in significant penalties and consequences:

• Penalties: Companies House can impose fines and penalties for late filing.
• Strike Off: Continued failure to file can lead to the company being struck off the Companies House register, which means the company would cease to legally exist​​.
• Director Liability: Directors of the company can also face personal liability for non-compliance, which can affect their ability to serve as directors in other companies.

Benefits of Compliance

Regularly updating and filing the confirmation statement ensures:

• Transparency: Provides accurate and up-to-date information to stakeholders, including investors, creditors, and the public.
• Legal Compliance: Helps avoid legal and financial penalties associated with non-compliance.
• Business Reputation: Maintains the company’s good standing and reputation, which is essential for business operations and growth​.