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UK Annual Company Law Compliance Obligations

As is the case in Ireland, all UK incorporated companies are required to prepare and file a Confirmation Statement (annual return (B1) equivalent) with Companies House at least once in every calendar year. 

A company’s Confirmation Statement is due for filing within 14 days of its assigned confirmation statement date. The Confirmation Statement confirms the information held at Companies House about your company is up to date. 

The majority of UK companies are also required to prepare and file a set of statutory financial statements in each calendar year, made up to their accounting reference date (assigned by Companies House).  The financial statements are required to be filed in Companies House within nine months of a company’s accounting reference date.

However, unlike Ireland, financial statements filing deadlines and Confirmation Statement filing deadlines are independent of one another, with Confirmation Statements and financial statements filing deadlines usually falling at different times during the calendar year.

Companies House Update

Companies House offices in London and the public counters in Cardiff, Belfast and Edinburgh have been closed since the beginning of the COVID-19 Pandemic.

Citing improvements to its online platforms and online filing capabilities, Companies House have now reached a decision that all public counters and the Companies House office in London will remain closed indefinitely.

Companies House has also published its Annual Report to March 2022 and some key points to highlight include:-

Click here to read Companies House Annual Report in full.

Filing Deadline - Register of Overseas Entities

The Economic Crime (Transparency and Enforcement) Act 2022 (the “Act”) became law in the UK on 15 March 2022. This new legislation has introduced a number of new obligations, some of which apply to Irish companies that own land in the UK.

The legislation creates a requirement for any “overseas entity” who owns a “qualifying estate” in the UK to register with Companies House and provide details of their beneficial owners.

These regulations apply, retrospectively, to overseas entities who bought property or land on or after:

This requirement extends to all overseas entities (including trusts). Entities that disposed of property or land after 28 February 2022 will also need to register and give details of that disposal. The deadline for registration was 31 January 2023. Entities that do not register with Companies House will not be able to register a change of interest at the relevant land registry. This will prohibit that entity from buying, selling, transferring, leasing or charging property or land in the UK.

Entities who fail to comply with the Act will be subject to criminal sanctions. Penalties include fines of up to £2,500 per day or in more serious circumstances, a prison sentence of up to 5 years.

After registering with Companies House, the details of the overseas entity and its beneficial owners will be available to the public on the online register. The register is publicly accessible and there is an annual requirement for overseas entities to update their register every 12 months.

As of 01 February 2023, Companies House have estimated that 19,510 out of a total of 32,440 overseas entities have declared and provided details of their beneficial owners. Companies House have further confirmed that they are now in the process of assessing and preparing cases for enforcement action.

Please click here for further information and details of how we can help.

Companies House Reforms

The Department for Business, Energy and Industrial Strategy has put forward new legislation under The Economic Crime and Corporate Transparency Bill (the “Bill”) as part of the UK Government’s aim to increase corporate transparency and tackle economic crime.

The purpose of the Bill is to give Companies House increased scope to prevent fraud, with the introduction of new statutory powers to investigate and enforce. This is in stark contrast to the role which Companies House has undertaken since its formation. In essence, under the proposals set out in the Bill, Companies House will move from being a repository of information to an organisation with the powers to verify and query information on the Companies House Register (the “Register”).

We now set out a summary of some of the key proposals to be introduced under the Bill.

Identity Verification

Identity verification is one of the most significant proposed measures being introduced by the Bill. Under the proposed Bill, anyone setting up, running, owning or controlling a company in the UK will be required to verify their identity.

For new companies and other registerable legal entities, all directors (or equivalent) and people with significant control (“PSC”), will need to complete identity verification prior to incorporation.

For existing companies on the Register, all directors and PSC’s must verify their identity within a set time period. Additionally, anyone acting on behalf of a company will also be required to verify their identity before they’re able to file information with Companies House.

This aim of the identity verification process is to reduce the likelihood of fraudulent filings being made and to provide greater confidence and certainty around the accuracy of information held on the Register.  

Financial Statements Filing obligations

The Bill aims to simplify and streamline the filing obligations for small companies and micro-entities by separating the legal requirements into two distinct sections.

Small companies will no longer have the option to prepare and file abridged financial statements. Micro entities will also be required to file their annual accounts but will continue to have the option not to prepare or file a directors’ report.

The new rules proposed under the Bill will also require directors to identify the exemption from audit being taken and to confirm that the company meets the necessary qualification to avail of same.

Limited Partnerships

The Bill also aims to tackle any potential misuse of limited partnerships and to update and modernise the law governing limited partnerships. The Bill proposes:

Powers of the Registrar

The Bill also proposes to give the Registrar additional powers to reject and query new filings, as well as to query information already on the Register. In addition, it is proposed that the Registrar will have greater powers to remove information from the Register and the ability to reject documents that contain inconsistencies or appear incomplete.

In addition, it is likely that the Registrar will be given the ability to mandate a specific method of delivery for documents which could lead to the requirement for financial statements to be submitted electronically using an iXBRL format and the prohibition of submitting financial statements in hardcopy.

It is anticipated that this Bill will be enacted in Spring 2023. Accordingly, now is the time for entities to become familiar with these proposed changes and to consider how they are likely to affect them.

The legislation is still subject to amendment during the Parliamentary process. The full text of the current version of the Bill can be found here.

Get in touch

We would be happy to discuss any company secretarial requirements that you may have, so please get in touch.

Contact the team

Salvador Nash

Salvador Nash

Principal and Head of Company Secretarial

Aoife Kernan

Aoife Kernan