Companies Act 2006 (c. 46)

F1[PART 24]U.K.Annual confirmation of accuracy of information on register

Textual Amendments

F1Pt. 24 substituted (1.5.2016 for specified purposes, otherwise 30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 92, 164(1); S.I. 2016/321, regs. 5, 6(a) (with Sch. para. 5)

Modifications etc. (not altering text)

C1Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2

C2Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

[F1853ADuty to deliver confirmation statementsU.K.

(1)Every company must, before the end of the period of 14 days after the end of each review period, deliver to the registrar—

(a)such information as is necessary to ensure that the company is able to make the statement referred to in paragraph (b), and

(b)a statement (a “confirmation statement”) confirming that all information required to be delivered by the company to the registrar in relation to the confirmation period concerned under any duty mentioned in subsection (2) either—

(i)has been delivered, or

(ii)is being delivered at the same time as the confirmation statement.

(2)The duties are—

(a)any duty to notify a relevant event (see section 853B);

(b)any duty under sections 853C to [F2853H] .

(3)In this Part “confirmation period”—

(a)in relation to a company's first confirmation statement, means the period beginning with the day of the company's incorporation and ending with the date specified in the statement (“the confirmation date”);

(b)in relation to any other confirmation statement of a company, means the period beginning with the day after the confirmation date of the last such statement and ending with the confirmation date of the confirmation statement concerned.

(4)The confirmation date of a confirmation statement must be no later than the last day of the review period concerned.

(5)For the purposes of this Part, each of the following is a review period—

(a)the period of 12 months beginning with the day of the company's incorporation;

(b)each period of 12 months beginning with the day after the end of the previous review period.

(6)But where a company delivers a confirmation statement with a confirmation date which is earlier than the last day of the review period concerned, the next review period is the period of 12 months beginning with the day after the confirmation date.

(7)For the purpose of making a confirmation statement, a company is entitled to assume that any information has been properly delivered to the registrar if it has been delivered within the period of 5 days ending with the date on which the statement is delivered.

(8)But subsection (7) does not apply in a case where the company has received notice from the registrar that such information has not been properly delivered.

Textual Amendments

F2Word in s. 853A(2)(b) substituted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 10(2) (with Sch. Pt. 1)

Modifications etc. (not altering text)

C3S. 853A(1): power to modify conferred (temp.) (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), ss. 39(1), 40(e), 49(1) (with ss. 2(2), 5(2), 39(8)(9))

C4Ss. 853A, 853B applied (with modifications) by S.I. 2009/1804, reg. 30 (as substituted (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 1 para. 5 (with reg. 3(2)-(4)))

C5Ss. 853A-853G applied by S.I. 2009/2436, Sch. 1 para. 13(1) (as substituted (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 2 para. 2 (with reg. 4(2)-(5)))

C6Ss. 853A-853L excluded (1.5.2016 for specified purposes, 30.6.2016 in so far as not already in force) by The NRAM plc (formerly Northern Rock plc) Consequential and Supplementary Provisions Order 2016 (S.I. 2016/114), arts. 1(2), 7(1)(3), Sch. para. 1(q) (see S.I. 2016/321, regs. 5, 6)

C7S. 853B amendment to earlier affecting provision S.I. 2009/1804, reg. 30 (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 21 (with Sch. Pt. 2)

C8S. 853A(1) modified (temp.) (27.6.2020) by The Companies etc. (Filing Requirements) (Temporary Modifications) Regulations 2020 (S.I. 2020/645), regs. 2, 16

853BDuties to notify a relevant eventU.K.

The following duties are duties to notify a relevant event—

(a)the duty to give notice of a change in the address of the company's registered office (see section 87);

(b)in the case of a company in respect of which an election is in force under section 128B (election to keep membership information on central register), the duty to deliver anything as mentioned in section 128E;

(c)the duty to give notice of a change as mentioned in section 167 (change in directors or in particulars required to be included in register of directors or register of directors' residential addresses);

(d)in the case of a company in respect of which an election is in force under section 167A (election to keep information in register of directors or register of directors' residential addresses on central register), the duty to deliver anything as mentioned in section 167D;

(e)in the case of a private company with a secretary or a public company, the duty to give notice of a change as mentioned in section 276 (change in secretary or joint secretaries or in particulars required to be included in register of secretaries);

(f)in the case of a private company with a secretary in respect of which an election is in force under section 279A (election to keep information in register of secretaries on central register), the duty to deliver anything as mentioned in section 279D;

[F3(fa)in the case of a company to which Part 21A (information about people with significant control) applies, and in respect of which an election is not in force under section 790X (election to keep information in PSC register on central register), the duty to give notice of a change as mentioned in section 790VA (notification to the registrar of changes to the company’s PSC register);]

(g)in the case of a company in respect of which an election is in force under section 790X (election to keep information in PSC register on central register), the duty to deliver anything as mentioned in section 790ZA;

(h)in the case of a company which, in accordance with regulations under section 1136, keeps any company records at a place other than its registered office, any duty under the regulations to give notice of a change in the address of that place.

Textual Amendments

F3S. 853B(fa) inserted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 10(3) (with Sch. Pt. 1)

Modifications etc. (not altering text)

C9S. 853B applied (with modifications) by S.I. 2009/2436 Sch. 1 para. 13(2) (as substituted (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 2 para. 2 (with reg. 4(2)(3)))

853CDuty to notify a change in company's principal business activitiesU.K.

(1)This section applies where—

(a)a company makes a confirmation statement, and

(b)there has been a change in the company's principal business activities during the confirmation period concerned.

(2)The company must give notice to the registrar of the change at the same time as it delivers the confirmation statement.

(3)The information as to the company's new principal business activities may be given by reference to one or more categories of any prescribed system of classifying business activities.

Modifications etc. (not altering text)

C10S. 853C applied (with modifications) by S.I. 2009/2436 Sch. 1 para. 13(3) (as substituted (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 2 para. 2 (with reg. 4(2)(3)))

853DDuty to deliver statement of capitalU.K.

(1)This section applies where a company having a share capital makes a confirmation statement.

(2)The company must deliver a statement of capital to the registrar at the same time as it delivers the confirmation statement.

(3)Subsection (2) does not apply if there has been no change in any of the matters required to be dealt with by the statement of capital since the last such statement was delivered to the registrar.

(4)The statement of capital must state with respect to the company's share capital at the confirmation date—

(a)the total number of shares of the company,

(b)the aggregate nominal value of those shares,

(c)the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

(d)for each class of shares—

(i)prescribed particulars of the rights attached to the shares,

(ii)the total number of shares of that class, and

(iii)the aggregate nominal value of shares of that class.

Modifications etc. (not altering text)

853EDuty to notify trading status of sharesU.K.

(1)This section applies where a company having a share capital makes a confirmation statement.

(2)The company must deliver to the registrar a statement dealing with the matters mentioned in subsection (4) at the same time as it delivers the confirmation statement.

(3)Subsection (2) does not apply if and to the extent that the last statement delivered to the registrar under this section applies equally to the confirmation period concerned.

(4)The matters are—

(a)whether any of the company's shares were, at any time during the confirmation period concerned, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom, and

(b)if so, whether both of the conditions mentioned in subsection (5) were satisfied throughout the confirmation period concerned.

(5)The conditions are that—

(a)there were shares of the company which were shares admitted to trading on a relevant market;

(b)the company was a DTR5 issuer.

(6)In this Part—

“DTR5 issuer” means an issuer to which Chapter 5 of the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority (as amended or replaced from time to time) applies;
[F4“relevant market” means—
(a)
a recognised investment exchange, as defined in section 285(1)(a) (exemption for recognised exemption exchanges and clearance houses) of the Financial Services and Markets Act 2000 (“the Act”); and
(b)
any other market which is a [F5UK regulated market or an EU regulated market],
but not an overseas investment exchange, as defined by section 313 (interpretation of Part 18) of the Act.]

Textual Amendments

F4Words in s. 853E(6) substituted (29.6.2017 for specified purposes, 3.7.2017 for specified purposes, 31.7.2017 for specified purposes, 3.1.2018 in so far as not already in force) by The Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (S.I. 2017/701), reg. 1(2)(3)(4)(6), Sch. 4 para. 9(6) (with reg. 7)

F5Words in s. 853E(6) substituted (31.12.2020) by The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 1 para. 13; 2020 c. 1, Sch. 5 para. 1(1)

Modifications etc. (not altering text)

853FDuty to deliver shareholder information: non-traded companiesU.K.

(1)This section applies where—

(a)a non-traded company makes a confirmation statement, and

(b)there is no election in force under section 128B in respect of the company.

(2)A “non-traded company” is a company none of whose shares were, at any time during the confirmation period concerned, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom.

(3)The company must deliver the information falling within subsection (5) to the registrar at the same time as it delivers the confirmation statement.

(4)Subsection (3) does not apply if and to the extent that the information most recently delivered to the registrar under this section applies equally to the confirmation period concerned.

(5)The information is—

(a)the name (as it appears in the company's register of members) of every person who was at any time during the confirmation period a member of the company,

(b)the number of shares of each class held at the end of the confirmation date concerned by each person who was a member of the company at that time,

(c)the number of shares of each class transferred during the confirmation period concerned by or to each person who was a member of the company at any time during that period, and

(d)the dates of registration of those transfers.

(6)The registrar may impose requirements about the form in which information of the kind mentioned in subsection (5)(a) is delivered for the purpose of enabling the entries on the register relating to any given person to be easily found.

Modifications etc. (not altering text)

853GDuty to deliver shareholder information: certain traded companiesU.K.

(1)This section applies where a traded company makes a confirmation statement.

(2)A “traded company” is a company any of whose shares were, at any time during the confirmation period concerned, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom.

(3)But a company is not a traded company if throughout the confirmation period concerned—

(a)there were shares of the company which were shares admitted to trading on a relevant market, and

(b)the company was a DTR5 issuer.

(4)The company must deliver the information falling within subsection (6) to the registrar at the same time as it delivers the confirmation statement.

(5)Subsection (4) does not apply if and to the extent the information most recently delivered to the registrar under this section applies equally to the confirmation period concerned.

(6)The information is—

(a)the name and address (as they appear in the company's register of members) of each person who, at the end of the confirmation date concerned, held at least 5% of the issued shares of any class of the company, and

(b)the number of shares of each class held by each such person at that time.

Modifications etc. (not altering text)

853HDuty to deliver information about exemption from Part 21AU.K.

(1)This section applies where a company F6... to which Part 21A does not apply (information about people with significant control, see section 790B), makes a confirmation statement.

(2)The company must deliver to the registrar a statement of the fact that it is a company to which Part 21A does not apply at the same time as it delivers the confirmation statement.

(3)Subsection (2) does not apply if the last statement delivered to the registrar under this section applies equally to the confirmation period concerned.

Textual Amendments

F6Words in s. 853H(1) omitted (26.6.2017) by virtue of The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 10(4) (with Sch. Pt. 1)

Modifications etc. (not altering text)

F7853IDuty to deliver information about people with significant controlU.K.

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Textual Amendments

F7S. 853I omitted (26.6.2017) by virtue of The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 10(5) (with Sch. Pt. 1)

853JPower to amend duties to deliver certain informationU.K.

(1)The Secretary of State may by regulations make provision about the duties on a company in relation to the delivery of information falling within section 853E(4), 853F(5), 853G(6) [F8or 853H(2)] (referred to in this section as “relevant information”).

(2)The regulations may, in particular, make provision requiring relevant information to be delivered—

(a)on such occasions as may be prescribed;

(b)at such intervals as may be prescribed.

(3)The regulations may amend or repeal the provisions of sections 853A, 853B and 853E to [F9853H] .

(4)The regulations may provide—

(a)that where a company fails to comply with any duty to deliver relevant information an offence is committed by—

(i)the company,

(ii)every director of the company,

(iii)in the case of a private company with a secretary or a public company, every secretary of the company, and

(iv)every other officer of the company who is in default;

(b)that a person guilty of such an offence is liable on summary conviction—

(i)in England and Wales, to a fine and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale;

(ii)in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale;

(c)that, in the case of continued contravention, an offence is also committed by every officer of the company who did not commit an offence under provision made under paragraph (a) in relation to the initial contravention but who is in default in relation to the continued contravention;

(d)that a person guilty of such an offence is liable on summary conviction—

(i)in England and Wales, to a fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale for each day on which the contravention continues and the person is in default;

(ii)in Scotland or Northern Ireland, to a fine not exceeding one-tenth of level 5 on the standard scale for each day on which the contravention continues and the person is in default.

(5)The regulations may provide that, for the purposes of any provision made under subsection (4), a shadow director is to be treated as a director.

(6)Regulations under this section are subject to affirmative resolution procedure.

Textual Amendments

F8Words in s. 853J(1) substituted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 10(6)(a) (with Sch. Pt. 1)

F9Word in s. 853J(3) substituted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 10(6)(b) (with Sch. Pt. 1)

Modifications etc. (not altering text)

853KConfirmation statements: power to make further provision by regulationsU.K.

(1)The Secretary of State may by regulations make further provision as to the duties to deliver information to the registrar to which a confirmation statement is to relate.

(2)The regulations may—

(a)amend or repeal the provisions of sections 853A to [F10853H] , and

(b)provide for exceptions from the requirements of those sections as they have effect from time to time.

(3)Regulations under this section which provide that a confirmation statement must relate to a duty to deliver information not for the time being mentioned in section 853A(2) are subject to affirmative resolution procedure.

(4)Any other regulations under this section are subject to negative resolution procedure.

Textual Amendments

F10Word in s. 853K(2)(a) substituted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 10(7) (with Sch. Pt. 1)

Modifications etc. (not altering text)

C11Ss. 853K, 853L applied by S.I. 2009/2436, Sch. 1 para. 13(1) (as substituted (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 2 para. 2 (with reg. 4(2)(3)))

853LFailure to deliver confirmation statementU.K.

(1)If a company fails to deliver a confirmation statement before the end of the period of 14 days after the end of a review period an offence is committed by—

(a)the company,

(b)every director of the company,

(c)in the case of a private company with a secretary or a public company, every secretary of the company, and

(d)every other officer of the company who is in default.

For this purpose a shadow director is treated as a director.

(2)A person guilty of an offence under subsection (1) is liable on summary conviction—

(a)in England and Wales to a fine, and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale;

(b)in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

(3)The contravention continues until such time as a confirmation statement specifying a confirmation date no later than the last day of the review period concerned is delivered by the company to the registrar.

(4)It is a defence for a director or secretary charged with an offence under subsection (1)(b) or (c) to prove that the person took all reasonable steps to avoid the commission or continuation of the offence.

(5)In the case of continued contravention, an offence is also committed by every officer of the company who did not commit an offence under subsection (1) in relation to the initial contravention but who is in default in relation to the continued contravention.

(6)A person guilty of an offence under subsection (5) is liable on summary conviction—

(a)in England and Wales, to a fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale for each day on which the contravention continues and the person is in default;

(b)in Scotland or Northern Ireland, to a fine not exceeding one-tenth of level 5 on the standard scale for each day on which the contravention continues and the person is in default.]

Modifications etc. (not altering text)

C12S. 853L applied (with modifications) by S.I. 2009/1804 reg. 31ZA (as substituted (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 1 para. 5 (with reg. 3(2)-(4)))

C13S. 853L(1) modified (temp.) (27.6.2020) by The Companies etc. (Filing Requirements) (Temporary Modifications) Regulations 2020 (S.I. 2020/645), regs. 2, 17

F1 F11854Duty to deliver annual returnsU.K.

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Textual Amendments

F11Ss. 854-859 Amendment to earlier affecting provision SI 2009/2436 Sch. 2 para 13(1) (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 34 (with Sch. Pt. 3)

F1 F11855Contents of annual return: generalU.K.

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Textual Amendments

F1 F11855ARequired particulars of directors and secretariesU.K.

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Textual Amendments

F1 F11856Contents of annual return: information about shares and share capitalU.K.

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Textual Amendments

F1 F11856AContents of annual return: information about shareholders: non-traded companiesU.K.

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Textual Amendments

F1 F11856BContents of annual return: information about shareholders: certain traded companiesU.K.

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Textual Amendments

F1 F11857Contents of annual return: power to make further provision by regulationsU.K.

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Textual Amendments

F1 F11858Failure to deliver annual returnU.K.

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Textual Amendments

F1 F11859Application of provisions to shadow directorsU.K.

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Textual Amendments

F1[PART 24]U.K.Annual confirmation of accuracy of information on register

[F1853ADuty to deliver confirmation statementsU.K.

853BDuties to notify a relevant eventU.K.

853CDuty to notify a change in company's principal business activitiesU.K.

853DDuty to deliver statement of capitalU.K.

853EDuty to notify trading status of sharesU.K.

853FDuty to deliver shareholder information: non-traded companiesU.K.

853GDuty to deliver shareholder information: certain traded companiesU.K.

853HDuty to deliver information about exemption from Part 21AU.K.

F7853IDuty to deliver information about people with significant controlU.K.

853JPower to amend duties to deliver certain informationU.K.

853KConfirmation statements: power to make further provision by regulationsU.K.

853LFailure to deliver confirmation statementU.K.

F1F11854Duty to deliver annual returnsU.K.

F1F11855Contents of annual return: generalU.K.

F1F11855ARequired particulars of directors and secretariesU.K.

F1F11856Contents of annual return: information about shares and share capitalU.K.

F1F11856AContents of annual return: information about shareholders: non-traded companiesU.K.

F1F11856BContents of annual return: information about shareholders: certain traded companiesU.K.

F1F11857Contents of annual return: power to make further provision by regulationsU.K.

F1F11858Failure to deliver annual returnU.K.

F1F11859Application of provisions to shadow directorsU.K.

F1 F11854Duty to deliver annual returnsU.K.

F1 F11855Contents of annual return: generalU.K.

F1 F11855ARequired particulars of directors and secretariesU.K.

F1 F11856Contents of annual return: information about shares and share capitalU.K.

F1 F11856AContents of annual return: information about shareholders: non-traded companiesU.K.

F1 F11856BContents of annual return: information about shareholders: certain traded companiesU.K.

F1 F11857Contents of annual return: power to make further provision by regulationsU.K.

F1 F11858Failure to deliver annual returnU.K.

F1 F11859Application of provisions to shadow directorsU.K.