Guidance

Confirmation statement

Updated 21 November 2016

1. Introduction

This guide tells you about the confirmation statement that replaces the annual return. Your company must deliver a confirmation statement to us at least once a year, even if the company is dormant. If you don’t do this, there could be serious consequences. The registrar might assume your company isn’t carrying on business or in operation and take steps to strike it from the register. If the registrar strikes a company off the register, it ceases to exist and its assets become Crown property.

If your company’s in operation, the company, its directors and any other officers could be prosecuted because they’re responsible for ensuring they submit the confirmation statement on time. Failing to do this is a criminal offence.

The requirement to file a confirmation statement applies to all companies, including small companies such as flat management companies.

You should read this guide together with the Companies Act 2006 and the relevant regulations which are available to view on the legislation.gov.uk website.

The guide covers the following topics:

Confirmation statement: This is a statement you must file with us confirming the information that we hold for your company is up to date.

People with significant control: Your company is required to keep a register of individuals or legal entities that have control over them. This information must be provided as part of your confirmation statement.

Share capital: A company with share capital must deliver a statement of capital with the confirmation statement. This is only necessary if there’s been a change in the statement of capital since the last statement was delivered to the registrar.

Company registers: A private company may choose to hold certain information on the public record at Companies House instead of having to update the information in its own company books (e.g. register of directors). This information can be updated alongside the confirmation statement.

Legacy filings: annual return. Existing companies are required to file an annual return for return periods ending before 30 June 2016. The confirmation statement replaces the annual return for periods ending on or after this date.

Quality of documents and further information. These chapters will give you some useful information about how to access the documents you’ll need to send to us. It also points out some of the general quality requirements all documents must meet.

1.1 Glossary of terms

In this guide, the terms listed have the following meanings:

Act means the Companies Act 2006.

‘Confirmation date’ - the date at which the company is confirming all the required information is up to date. This must be no later than 12 months after the last confirmation date.

‘Confirmation period’ – the period beginning with the day after the confirmation date of the previous confirmation statement (or the day of the company’s incorporation, as appropriate) and ending with the confirmation date of the next confirmation statement.

‘Confirmation statement’ - a statement which must be delivered to us at least once a year. The statement confirms all information required to be delivered by the company for a given confirmation period under Section 853A (2) has either been delivered, or is being delivered with the confirmation statement.

‘Relevant event’ - the events in the life of the company that we need to be notified about.

‘Review period’ means a period of 12 months beginning (i) with the day of the company’s incorporation or (ii) the day after the last review period, as appropriate. See Chapter 1 section 4 for more information.

‘People with significant control’ or ‘PSC’ - people who have ultimate control or ownership of a company. The Act sets out the conditions that must be met for a person to be a PSC. See Chapter 2 and Guidance on PSCs for more details.

‘SIC 2007’ - the UK standard industrial classification of economic activities. This is the scheme prescribed for use when describing a company’s principal business activities.

2. Confirmation statement

2.1 Confirmation statement

From 30 June 2016 the confirmation statement replaces the annual return. Every company must confirm the information we hold about it is correct by delivering a confirmation statement. If the information we hold is out of date the company must file the information needed to update its records before, or at the same time that it delivers the confirmation statement.

The statement confirms that all the information that the company is under a duty to tell us about under section 853A(2) of the Act for a relevant confirmation period has been delivered or is being delivered at the time the statement is made. This statement must be made at least once a year, but the company may choose to make a statement more regularly.

It’s a criminal offence to not file your confirmation statement within 14 days of the end of the review period. If you don’t do this, we may prosecute the company and its officers.

2.2 Making a confirmation statement

A confirmation statement can be made via our WebFiling or software filing systems or by completing a paper form CS01. The statement must contain the company’s name, number and the confirmation date. The filing must be signed or authenticated on behalf of the company.

Before making a confirmation statement, you must check that you have informed us of any:

  • relevant events which have taken place during the confirmation period
  • changes to the company’s:
    • principal business activities or standard industrial classification (SIC) code
    • information about people with significant control (PSC)
    • statement of capital
    • trading status of shares
    • shareholder information

2.3 Checking your company information

The information currently held on the register for your company can be checked by accessing the company’s entry on the register via our online services (Companies House Service (CHS), Companies House Direct (CHD), or WebCHeck).

2.4 Determining a company’s review period

For new companies, the review period covered by a company’s first confirmation statement begins on the date of incorporation and ends twelve months later. For existing companies, the review period is the period of 12 months beginning the day after the last review period.

For instance, if a company is incorporated on 1 January 2017, its first review period ends on 31 December 2017. The company’s next review period will begin the following day, 1 January 2018, and will end on 31 December 2018.

The confirmation statement must be delivered within 14 days of the end of the review period. This is a shorter period than the 28 days allowed for the annual return.

2.5 Making a confirmation statement before the end of the review period

A company can make a confirmation statement at any time during the review period. The period covered by a specific confirmation statement is known as the confirmation period. A confirmation period can be shorter than the review period, but it cannot exceed the review period. It cannot be longer than 12 months. If a company makes a confirmation statement early, its next review period will start the day after the date of that confirmation statement.

For instance, if your company’s review period ends on 31 December 2017 it cannot file a confirmation statement with a confirmation date later than this. But your company can choose to file a confirmation statement with an earlier confirmation date at any time before the end of a given review period. For example, if you choose to file a confirmation statement on 5 July 2017 for a confirmation period ending on 30 June 2017, your next review period will start on 1 July 2017 and end on 30 June 2018. Your next confirmation statement must have a confirmation date no later than 30 June 2018.

2.6 Making a ‘no change’ confirmation statement

You must make a confirmation statement even if there haven’t been any changes during the review period.

2.7 Relevant events we must be notified of

To make a confirmation statement, you must have notified us of changes to the:

  • company’s registered office
  • company’s directors (appointments, terminations of appointments, and director’s details – eg service address, surname, etc.)
  • company’s secretary (appointments, terminations of appointments, and secretary’s details – eg service address, surname, etc.)
  • location of the company’s registers (ie whether they are kept at the company’s registered office or at a single alternative inspection location (SAIL).

If you have forgotten to tell us about any changes to this information you must notify us by completing the usual form at the same time as you send the confirmation statement.

2.8 Other changes we must be notified of

If there’s been a change to the following information during the confirmation period covered by your confirmation statement you must give us notice by providing the updated information with your confirmation statement:

  • the company’s SIC code
  • a change to the matters included in the company’s last statement of capital
  • a change in the shareholders’ information
  • a change in the information in your company PSC register (a copy of this information must be provided in its entirety the first time you file a confirmation statement).

A private company which has elected to keep information found in one or more of its company registers on the public record at Companies House also needs to ensure it has notified us of any changes to that information concerning:

  • its members
  • the company’s director’s and their details
  • the director’s usual residential addresses
  • the company’s secretary and their details
  • the company’s PSCs and their details

Chapter 3 has further information on choosing to send certain information to the registrar of companies for placing on the public record, instead of keeping your own register.

2.9 Fee

The annual fee for a confirmation statement filed electronically is £13. The annual fee for a confirmation statement filed on paper is £40. You need to pay the relevant amount along with the first confirmation statement you file for each twelve month period. If you file more than one confirmation statement in a twelve month period, you’ll only need to pay the fee once.

2.10 Filing multiple confirmation statements in a year

Companies only have to file one confirmation statement every twelve months. However, you can choose to file a confirmation statement early, or more frequently than once a year.

3. People with significant control (PSC)

3.1 People with significant control (PSC)

From 30 June 2016 companies have to deliver information regarding their PSC to us when making a confirmation statement.

A PSC is anyone in the company who meets one or more of the conditions listed in the People with Significant Control Regulations 2016. A company can have more than one PSC. A PSC is a person who:

  • holds, directly or indirectly, more than 25% of the shares;
  • holds, directly or indirectly, more than 25% of the voting rights;
  • holds the right, directly or indirectly, to appoint or remove a majority of directors;
  • otherwise has the right to exercise, or actually exercises, significant influence or control over the company;
  • has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or firm which is not a legal person, the trustees or members of which would satisfy any of the four conditions above.

For most small companies, their PSCs are likely to fall into the first and second, and possibly the third, category above. The fourth and fifth categories are typically associated with more complex corporate structures.

3.2 PSC register

From 6 April 2016, all companies must keep a register of PSCs. This is in addition to keeping other information, such as a register of members and a register of directors. You’re required to determine who has a controlling interest in your company and put this information into your register. You’ll then need to file the information that’s in your company’s PSC register at Companies House with your confirmation statement.

Information to help companies identify their PSC can be found in the online guidance.

3.3 PSC information

Companies must send the information contained in their PSC register to us. Unless you choose to hold your PSC register at Companies House (see Chapter 3), you must deliver the information in your PSC register at the same time as you deliver your confirmation statement.

When companies deliver their first confirmation statement to us, they must include all the information in their PSC register. For later confirmation statements, companies which have previously delivered this information to us don’t need to deliver it again, if nothing’s changed. If any changes have occurred, the details of the change must be filed, along with the date of the change.

Companies must only enter the details of individuals who are PSCs into their PSC register after the individual has confirmed those details. The details of other entities can be entered into the PSC register as soon as your company has them.

In situations where companies don’t have a PSC or can’t provide confirmed details of their PSC, one of a number of possible statements must be entered into the PSC register. If your PSC register contains one or more of these statements, that information must be provided with the confirmation statement.

The statements are as follows:

  • the company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company
  • the company knows or has reasonable cause to believe that there is a registrable person in relation to the company but it has not identified the registrable person
  • the company has identified a registrable person in relation to the company but all of the required particulars of that person have not been confirmed
  • the company has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company
  • the company has given a notice under section 790D of the Act which has not been complied with
  • the addressee has failed to comply with a notice given by the company under section 790E of the Act
  • the company has issued a restrictions notice under paragraph 1 of Schedule 1B to the Act.

Companies are also required to note in their PSC register when the above statements are no longer applicable, because their circumstances with regard to their PSC have changed. This must be noted on the confirmation statement whenever it applies. Please see the PSC guidance for more information.

3.4 Categories of PSC

There are 3 types of entity in law whose details must be entered into a company’s PSC register and companies must enter details of whichever is appropriate to them on the confirmation statement. The categories are individual, registrable relevant legal entity (RLE) and other registrable person. Further information on these different categories can be found in the PSC guidance.

The following information must be provided about each:

  • For an individual person with significant control:
    • the date that individual became a registrable person
    • their name, country/state of residence and nationality
    • their service address
    • their usual residential address (this is not shown on the public register)
    • their full date of birth (this is not shown on the public register)
    • the nature of their control over the company
  • For a registrable relevant legal entity (RLE) (such as a company):
    • the date that they became a registrable RLE
    • their corporate name
    • their address
    • the legal form of the corporate body
    • the governing law under which the RLE was registered
    • where the RLE was registered (if applicable)
    • the RLE’s registration number (if applicable)
    • the nature of their control over the company
  • For another registrable person (such as a corporation sole or local authority):
    • their name
    • their principal office
    • the legal form of the person and the law by which they’re governed
    • the date on which they became a registrable person in relation to the company in question
    • the nature of their control over the company

3.5 Restrict the disclosure of PSC information

Some companies will have PSCs whose information is protected. This could mean that either their usual residential address (URA) is protected so it isn’t disclosed to credit reference agencies (CRAs) (s790ZF protection), or that all of their PSC information is protected from disclosure on the public record (s790ZG protection), or both. Further information on restricting the disclosure of PSC information can be found on GOV.UK.

If you have a PSC whose URA is protected from being disclosed to CRAs, you can file your confirmation statement as normal, digitally or on paper. There’s a box on the form you should tick if an application for protection has been made or granted. The box on the form refers to an exemption under section 790ZF of Companies Act 2006.

If you have a PSC who has applied for, or been granted protection, so none of their PSC details are disclosed on the public register (s790ZG protection), you’ll need to file your confirmation statement on paper. A different version of the confirmation statement is used for this purpose and it’s only available from our secure registers team. A form can be requested by e-mailing the team on secureforms@companieshouse.gov.uk, or telephoning them on 02920 348354.

3.6 Exemption from filing PSC information

Some large (public) companies are exempt from the requirement to keep a PSC register and to supply PSC information to us. This is because these companies already give information to the stock exchange about who holds a controlling interest in them.

4. Share capital

4.1 Capital information that needs to be delivered

If your company has share capital and there have been any changes since the last time a statement of capital was delivered to us, you must deliver a statement of capital with your confirmation statement. If there haven’t been any changes, a statement of capital doesn’t need to be included unless it’s your first confirmation statement.

If this is your first confirmation statement and you haven't previously filed a new style statement of capital (after 30 June 2016), you need to file a full statement of capital with your confirmation statement. This is because you won't have previously given the aggregate amount unpaid on the total capital of the company. Since 30 June 2016, this forms part of the statement of capital.

If a statement of capital is required, you must state with respect to the company’s share capital at the confirmation date, the:

  • total number of shares of the company
  • aggregate nominal value of those shares
  • aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium)

For each class of shares, you’ll also need to provide the:

  • prescribed particulars of the rights attached to the shares
  • total number of shares of that class
  • aggregate nominal value of shares of that class

4.2 Shareholder information

A non-traded company that has not elected to keep the information in its register of members on the public register (see guidance) must deliver information about any changes to the:

  • name of every person who was at any time during the confirmation period a member of the company
  • number of shares of each class held at the end of the confirmation date by each person who was a member at that time
  • number of shares of each class transferred during the confirmation period concerned by or to each person who was a member at any time during the period
  • dates of registration of those transfers

Traded companies (companies whose shares are traded on a market) are required to deliver more limited information because they are already required to provide information to the exchange on which their shares are traded.

5. Company registers

Private companies will be able to opt (make an election) to keep certain information on the public register, instead of holding their own statutory registers. This will apply to any or all of the registers of:

  • members
  • directors
  • secretaries
  • directors’ usual residential addresses
  • PSC

This is voluntary, and your company can continue holding its own registers if you prefer. If your company elects to hold the information at Companies House, this becomes part of the public record. In the case of some registers, that means more personal information will be visible to searchers than would otherwise be the case.

When a company has an election in place for information to be held on the public register, rather than in a statutory register at their registered office or SAIL address, any changes to the information must be delivered at the same time as the confirmation statement.

Further and more detailed guidance on company registers.

6. Legacy filings - annual return

6.1 Annual return

From 30 June 2016 the annual return has been replaced by the confirmation statement. Annual returns can still be filed with made up dates of 29 June 2016 or earlier.

An annual return is a snapshot of general information about a company’s directors, secretary (where one has been appointed), registered office address, shareholders and share capital.

There are different requirements regarding shareholder details and principal business activities (SIC codes) for an annual return with a made-up date of 30/09/2011 or earlier and an annual return with a made-up date of 1/10/2011 or later.

This guidance sets out the new requirements under the specific headings where they’re relevant.

6.2 Glossary of terms

In this chapter, the terms listed have the following meanings:

‘annual return period’, in relation to an annual return, means the period beginning immediately after the date to which the last return was made up (or, in the case of the first return, with the incorporation of the company) and ending with the date to which the return is made up.

6.3 Completing an annual return

The easiest and cheapest way to complete and file your annual return is to use our software filing or WebFiling services. You can also file certain documents in Welsh using our WebFiling service

6.4 Companies which must send an annual return to us

Every company must deliver an annual return to us at least once every 12 months. The company’s director(s) and the secretary (where applicable), are responsible for ensuring they deliver the annual return within 28 days after the anniversary of incorporation or the anniversary of the made-up date of the last annual return.

If you don’t deliver the company’s annual return, the registrar might assume the company isn’t carrying on business or in operation any longer and take steps to strike it from the register.

It’s a criminal offence to not deliver the company’s annual return within 28 days of the made-up date. If you don’t do this, we may prosecute the company and its officers.

6.5 Annual return

Existing companies are required to file an annual return for return periods ending before 30 June 2016. The confirmation statement replaces the annual return for periods ending on or after this date.

An annual return is a snapshot of certain company information at the made-up date. It’s a separate document from a company’s annual accounts. An annual return must contain the:

  • name of the company
  • registered number
  • date to which the annual return is made-up (the made-up date)
  • principal business activities of the company (see principal business activities)
  • type of company (for example, private or public)
  • registered office address of the company
  • address (single alternate inspection location (SAIL)) where the company keeps certain company records if not at the registered office
  • records held at the registered office or SAIL
  • details of the company secretary (corporate or individual), if applicable
  • details of all the company’s directors (corporate or individual)

If the company has share capital, the annual return must also contain an indication of whether the company was a ‘traded company’, or if the return is made up to 1/10/2011 or later, ‘if the company’s shares have been admitted to trading on a relevant market’ at any time during the return period. You must also include a statement of capital and details of the shareholders.

6.6 Made-up date

This is the date at which all the information in an annual return must be correct. The made-up date is usually the anniversary of the incorporation of the company or the made-up date of the previous annual return registered with us.

6.7 Where to get an annual return

File the form electronically by using our software filing or WebFiling services, as this is the easiest and cheapest option.

If you don’t have the facility to file online you can download a blank form AR01 of the annual return from our website or order a blank paper copy form via our Contact Centre on 0303 1234 500.

6.8 Completing the annual return form AR01

Generally, the details on the annual return should confirm the company information already held on the public record at the made-up date. You can update your company’s principal business activities.

The return must also include details of any transfers of shares which have taken place during the year.

To change any other information you must deliver the relevant document along with your annual return:

  • change of registered office address - AD01
  • appointment of company director or secretary - AP01, AP02, AP03 or AP04
  • change of details, for example, the address of a company director or secretary - CH01, CH02, CH03 or CH04
  • termination of appointment of a company director or secretary - TM01 or TM02
  • notification or change of address where the company records are kept available for inspection - AD02
  • notification of company records held at alternate address or their returning to the registered office address - AD03 or AD04
  • allotment of new shares - SH01
  • change to the company’s total share capital.

You can do this via our software filing or WebFiling services or by sending the relevant paper forms.

Your annual return will be rejected if it doesn’t include the required information. Where information is completed but doesn’t match our records, we might accept the annual return but mark it as inconsistent with the public register. Further information on the registrar’s rule and powers

The PROtected On-line Filing (PROOF) scheme provides additional protection for a company (or LLP) from the threat of fraudsters and corporate identity theft.

The PROOF scheme ensures changes to a company record can only be made online and any of the following paper documents filed on behalf of the company (or LLP) are rejected:

  • director or other officer appointments, terminations and changes
  • registered office address
  • annual return

Directors hold an important position in a company. They have the power to make purchases and enter into credit arrangements on behalf of the company. The registered office address is important because it’s the address all official communications are sent to.

Company records held with us are often used to check the legitimacy of a company and to confirm the details of directors and other company appointments. Any fraudulent changes to a company’s record can be damaging to the company and to the suppliers of goods and services.

Our PROOF scheme offers companies a free and fully electronic system for notifying changes to company details.

By opting in to PROOF, the company (or its authorised agents) can make certain changes to the company record electronically, but not on paper. The company (or its authorised agents) will need a company authentication code for the company before they can file documents electronically with us. The company authentication code must be input whenever the company wants to deliver filings in electronic form. The company must make sure its code is kept secure, and it’s only known to its officers and those employees or agents authorised to use it on the company’s behalf.

If there’s a possibility the code’s been disclosed to an unauthorised person or the company wants to change its code for any other reason, you should make a written request to us for a new company authentication code. A new code will be sent to the company’s registered office address.

You can opt into the scheme via the WebFiling service. Use the company authentication code to access to the PROOF registration page. After you agree to the terms and conditions of the scheme, you can opt in. The terms and conditions are also available for future reference on our website.

This service is voluntary and you may opt out at any time. Once opted out, we‘ll revert to accepting notices from your company delivered in either electronic or paper formats.

6.9 Information about share capital

Every company with a share capital must complete a statement of capital as part of the annual return.

This includes:

  • the total number of shares of the company
  • the aggregate nominal value of the shares
  • for each class of shares:
    • the voting rights attached to the shares
    • the total number of shares of that class
    • the aggregate nominal value of shares of that class
  • the amount paid up and the amount (if any) unpaid on each share (whether on account of the nominal value of the share or by way of premium).

If a company has converted shares into stock, it must give the corresponding information in relation to that stock, stating the amount of stock instead of the number and nominal value of the shares.

6.10 When to list all the company shareholders

A private company or a non-traded public company with share capital must provide a full list of all shareholders on its first annual return following incorporation and every third annual return after it has provided a full list. The intervening 2 annual returns only need to report any changes to shareholder information that have taken place during that year (for example, shares transferred and details of people who have become or stopped being shareholders).

6.11 For returns made up to 1 October 2011 or later

A company whose shares haven’t been admitted to trading on a relevant market must provide a full list of all shareholders on its first annual return following incorporation, and every third annual return after it’s provided a full list.

The intervening 2 annual returns only need to report any changes to shareholder information that have taken place during that year, for example, shares transferred and details of people who have become or ceased to be shareholders.

6.12 Contents of a full list of shareholders for a private or non traded public company or a company whose shares have not been admitted to trading on a relevant market

For returns made up to 30 September 2011 or earlier

A full list of shareholders for private and non-traded public companies must contain the following information about each shareholding:

  • the name of the shareholder (or joint-shareholders) at the made-up date
  • the name of every shareholder (or joint-shareholders) who has stopped being a shareholder since the made-up date of the previous annual return (or if this is the first return, since the incorporation of the company)
  • the number of shares of each class held by each shareholder of the company at the made-up date of the annual return
  • the date of registration and the number of shares of each class transferred by each shareholder or past shareholder since the made-up date of the previous annual return (or in the case of a first return, since the incorporation of the company)

If you are a private or non-traded public company that submits a paper annual return you must only complete Section G3 of the annual return with your shareholder details. You mustn’t give shareholder addresses or the form will be returned to you. Any joint shareholder details should be listed consecutively. You must always deliver both Sections G3 & G4.

For returns made up to 1 October 2011 or later

A company whose shares haven’t been admitted to trading on a relevant market must provide the:

  • name of the shareholder (or joint-shareholders) at the made-up date
  • name of every shareholder (or joint-shareholders) who has ceased to be a shareholder since the made-up date of the previous annual return (or if this is the first return, since the incorporation of the company)
  • number of shares of each class held by each shareholder of the company at the made-up date of the annual return
  • date of registration and the number of shares of each class transferred by each shareholder or past shareholder since the made-up date of the previous annual return (or in the case of a first return, since the incorporation of the company)

If your company’s shares haven’t been admitted to trading on a relevant market, when you submit a paper annual return you must only complete Section G3 with your shareholder details. You mustn’t give shareholder addresses or the form will be returned to you. Any joint shareholder details should be listed consecutively. You must always deliver both Sections G3 & G4.

6.13 Contents of a list of shareholders for a traded public company or a company whose shares have been traded on a relevant market contain

For returns made up to 30 September 2011 or earlier:

A traded public company must only provide a list of all the shareholders (or joint-shareholders) who held at least 5% of the issued shares of any class during the period covered by the return. The list must contain the following information about each of these shareholdings:

  • the name and address of the shareholder (or joint-shareholders)
  • the number of shares of each class held at the made-up date of the annual return
  • the date of registration and the number of shares of each class transferred by the shareholder during the period covered by the return
  • the date of registration and the number of shares of each class transferred to the shareholder during the period covered by the return.

For returns made up to 1 October 2011 or later

A company whose shares have been admitted to trading on a relevant market at any time during the period covered by the return must provide the names and addresses of shareholders who hold 5% or more of the company’s issued share capital as at the made up date of the return.

If your company’s shares have been admitted to trading on a relevant market throughout the period covered by the return and were subject to the Vote Holder and Issuer Notification Rules contained in Chapter 5 of the Disclosure and Transparency Rules source book issued by the Financial Conduct Authority (DTR5) throughout the period of the return, you don’t need to provide shareholder details. This is because since 1 September 2010, major shareholder notifications required under DTR have been available online on the National Storage Mechanism at www.hemscott.com/nsm.do. There isn’t a significant public interest in us holding historic information on the holdings of major shareholders of companies subject to DTR.

6.14 Where a public company or a company has a class of shares admitted to trading on a relevant market and a class of shares that aren’t admitted

For returns made up to 30 September 2011 or earlier:

If any shares are traded on a regulated market during the period of the annual return then you must tick the ‘traded’ box. On paper annual returns you must complete Schedule B for all share classes, whether or not that share class is traded.

For returns made up to 1 October 2011 or later:

If a company has any shares that have been traded on a relevant market at any time during the period covered by the return, the annual return must state for each person who held at least 5% of the issued shares of any class of the company at the made up date of the return:

  • the person’s name and address (as they appear in the company’s register of members)
  • the number of shares of each class held by the person at that time
  • the entries must be listed in alphabetical order by name or the return must have an annexed index enabling the name of the person in question to be easily found.

6.15 Traded public companies or companies whose shares have been admitted to trading on a relevant market and have shareholders who hold less than 5%

For returns made up to 30 September 2011 or earlier:

Traded public companies must not give any details of shareholders that hold or continue to hold less than 5% of any issued share class at all times during the return period.

For returns made up to 1 October 2011 or later:

Companies whose shares have been admitted to trading on a relevant market must not give the names and addresses of those shareholders who held less than 5% of the company’s issued share capital as at the made up date of the return.

Companies whose shares have been admitted to trading on a relevant market throughout the period covered by the return and were subject to the Vote Holder and Issuer Notification Rules contained in Chapter 5 of the Disclosure and Transparency Rules source book issued by the Financial Conduct Authority (DTR5) throughout the period of the return don’t need to provide shareholder details.

6.16 Other ways of providing shareholder details

Companies that file paper annual returns may provide shareholder information on a CD ROM if the list is 50 pages or more. Private companies and non-traded public companies or companies whose shares haven’t been admitted to trading on a relevant market but with a large number of shareholders may find it more convenient to provide a full list of shareholders with each annual return. The list mustn’t include shareholders’ addresses.

If you wish to supply the list of a company’s shareholders on a CD ROM, registrar’s rules provides further information.

6.17 Other information that can be filed with the annual return

Some companies must deliver information about their related undertakings with their annual return. This is only where the information required in the accounts would result in excessive notes to the accounts. The company accounts must state the full information will be delivered with the next annual return.

For accounts which are approved on or after 1 July 2015 the alternative compliance procedure described above (outlined in Section 410 of the Act) has been repealed. A company must include information about related undertakings within their accounts and won’t be able to deliver this information with their next annual return any longer.

6.18 Annual return fee

There’s an annual processing fee of £40 for paper documents or £13 for users of our software filing and WebFiling services. This is payable when you file the annual return. Companies that file a paper annual return should make the cheque payable to ‘Companies House’ and write the company number on the reverse.

7. Quality of documents

7.1 When documents are sent to us

We scan the paper documents and forms you deliver to us to produce an electronic image. We store the original, paper documents and use the electronic image as the working document.

When a customer searches the company record, they see the electronic image reproduced on-line. So the original must be legible and we must be able to produce a clear copy. When you file a document electronically, we automatically create an electronic image from the data you’ve provided.

This chapter sets out some guidelines to follow when preparing a document for filing.

7.2 How to set out documents

Documents filed electronically:

Documents filed through WebFiling are formatted in accordance with specifications set out by the registrar in his rules on electronic filing. The registrar’s rules are available on our website. Software suppliers offering electronic filing facilities must also ensure that documents submitted from their software are formatted in accordance with the registrar’s rules. A list of current software providers is available on the website.

Paper documents:

The majority of paper documents sent to us must state in a prominent position the registered name and number of the company. There are a few exceptions to this rule, which are set out in the published registrar’s rules.

Paper documents should be on A4 size, plain white paper with a matt finish. The text should be black, clear, legible, and of uniform density. Letters and numbers must be clear and legible so we can make an acceptable copy of the document. The following guidelines may help. If you don’t follow these guidelines, your document might be rejected.

When you fill in a form:

  • use black ink or black type
  • use bold lettering (some elegant thin typefaces and pens give poor quality copies)
  • don’t send a carbon copy
  • don’t use a dot matrix printer

Photocopies can result in a grey shade that don’t scan well.

In addition, when you complete other documents:

  • use A4 size paper with a good margin
  • supply them in portrait format (with the shorter edge across the top)
  • include the company number and name

7.3 Further information on the quality of documents

The registrar’s rules and powers guidance has further information on print requirements. You can also email us or telephone 0303 1234 500.

8. Further Information

8.1 How to deliver information to us

The registrar’s rules has full details of all the ways of delivering documents to us, electronically or on paper. The safest and most secure way to deliver statutory information is to use our online filing services. For more information and registration details please visit our website.

If you are delivering documents by post, courier, Document Exchange (DX) service or Legal Post (in Scotland) and would like a receipt, enclose a copy of your covering letter with a pre-paid addressed return envelope and we’ll provide an acknowledgement. We’ll barcode your copy letter with the date of receipt and return it to you in the envelope provided.

An acknowledgement of receipt doesn’t mean a document has been accepted for registration.

We don’t accept any statutory documents by fax, PDF (except for electronically filed certified copies of charge instruments) or by email.

8.2 Fees for filing documents

You do not have to pay a fee for many of the documents that you have to send to Companies House, but some do require a fee and we will not accept them for registration without it. Read more about our statutory fees here.

8.3 Filing documents in other languages

The law requires most documents in English, with some exceptions which are detailed below. Companies can deliver the following documents in languages other than English if the document is accompanied by a certified translation into English:

  • resolutions and agreements affecting a company’s constitution delivered under Chapter 3 of Part 3 of the Act
  • accounts of larger EEA (European Economic Area) groups, the group accounts and parent undertaking’s annual report
  • accounts of larger non-EEA groups, the 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, companies may also file voluntary certified translations of any document subject to the First Company Law Directive disclosure requirements. These are:

  • constitutional documents such as the memorandum and articles of association
  • directors appointments, changes in particulars or terminations
  • accounts
  • reports
  • annual returns
  • notification of any change in a company’s registered office
  • winding up documents
  • share capital documents (public companies only)
  • documents relating to mergers and divisions (public companies only)
  • documents relating to overseas companies

The voluntary translation must relate to a document delivered to Companies House on or after 1 January 2007. 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.

There are different exceptions for Welsh companies (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. A full list of the excepted documents can be found in our Conducting business in Welsh guidance.

9. Where to get forms and guides

This is one in a series of Companies House publications which provides a simple guide to the Companies Act.

All statutory forms and guides are available free of charge from us. The quickest way to get them is on our website or by telephoning 0303 1234 500.

You can also obtain forms from company law stationers, accountants, solicitors and company formation agents.