Confirmation Statement

Collapse
X
 
  • Filter
  • Time
  • Show
Clear All
new posts

    Confirmation Statement

    This year myself and four other lessees formed a company to buy our freehold. I've just received some correspondence from Companies House requiring me to file a confirmation statement within 14 days. (It says this replaces the annual return.)

    Also it asks about 'People With Significant Control'. These are defined as:
    1. Holds more than 25% of shares in the company
    2. Holds more than 25% of voting rights in your company
    3. Holds the right to appoint or remove directors
    4. Has the right to exercise or actually exercises significant influence or control over your company
    5. Has the right to exercise significant influence or control over the activities of a trust or a firm, which in turn would satisfy any of the first four conditions if it were a person


    Presumably I would just put down the three directors on that list?
    To save them chiming in, JPKeates, Theartfullodger, Boletus, Mindthegap, Macromia, Holy Cow & Ted.E.Bear think the opposite of me on almost every subject.

    #2
    Originally posted by JK0 View Post
    ,,

    Presumably I would just put down the three directors on that list?
    Also it asks about 'People With Significant Control'. These are defined as:

    Holds more than 25% of shares in the company
    Not applicable as each shareholder should own just one fifth share in the company i.e. 20%
    ( One share per flat )

    Holds more than 25% of voting rights in your company
    Not applicable as each shareholder should own just one fifth share in the company i.e. 20%
    ( One share per flat )

    Holds the right to appoint or remove directors
    These are the shareholders, as shareholders agree and dismiss Directors.

    Has the right to exercise or actually exercises significant influence or control over your company
    These are the Directors

    Has the right to exercise significant influence or control over the activities of a trust or a firm, which in turn would satisfy any of the first four conditions if it were a person
    These are the Directors

    So you mention the directors AND the shareholders, ( by name and address ) as underlined, as mentioned above


    Comment


      #3
      Thanks Ram. But if you are correct about no. 3, most companies are going to have to send a list of umpteen shareholders, aren't they? Are you sure that is what is intended?
      To save them chiming in, JPKeates, Theartfullodger, Boletus, Mindthegap, Macromia, Holy Cow & Ted.E.Bear think the opposite of me on almost every subject.

      Comment


        #4
        Originally posted by JK0 View Post
        This year myself and four other lessees formed a company to buy our freehold. I've just received some correspondence from Companies House requiring me to file a confirmation statement within 14 days. (It says this replaces the annual return.)

        Also it asks about 'People With Significant Control'. These are defined as:
        1. Holds more than 25% of shares in the company
        2. Holds more than 25% of voting rights in your company
        3. Holds the right to appoint or remove directors
        4. Has the right to exercise or actually exercises significant influence or control over your company
        5. Has the right to exercise significant influence or control over the activities of a trust or a firm, which in turn would satisfy any of the first four conditions if it were a person


        Presumably I would just put down the three directors on that list?
        Hi JKO,

        You haven't mentioned if all 5 of you own equal shares but presumably if you do then as ram has stated you all own 20%. Condition 1 not met. And if equal shares condition 2 not met.
        You have stated that there are 3 Directors so therefore no sole Director has the authority to appoint an alternate Director. Condition 3 not met.
        Again having 3 Directors no sole Director will be able to exercise condition 4 or condition 5.

        This being your first year complete the CS01 form with details of all shareholders but under Persons with Significant Control (PSC) should hold the following PSC statement "The Company knows or has reasonable cause to believe that there is no registrable person or registrable legal entry in relation to the Company."
        Take a look at these links;
        https://www.gov.uk/government/public...statement-cs01.
        https://www.gov.uk/government/public...tion-statement

        Regards
        All information supplied is volunteered without any legal qualification.

        Comment


          #5
          This return is of course a new requirement and ordinarily is quite straightforward however if a major shareholder in a limited company dies and the company secretary is unaware of whether, for example the shareholding becomes split between a number of beneficiaries, thus with each falling below 25% there is a provision to file a response to say that the company believes that there may be a PSC but is investigating the position.

          Comment


            #6
            Originally posted by JK0 View Post
            Thanks Ram. But if you are correct about no. 3, most companies are going to have to send a list of umpteen shareholders, aren't they? Are you sure that is what is intended?
            I fill in every year. the annual returns and other forms required by company house.

            All limited companies, must provide a list of directors, their name and address, the address for "service" of documents to the directors.

            The address of the director may not be the company address, as a director may not live at the property ( the registered address of your company, in your setup )
            Therefore, companies house ( and the public ) need to know where to send letters / documents to directors, if they dont reside at the registered address.
            You can of course, when you fill in your next annual return ( £ 40 payment required for paper forms ) state the address of the director for service is " The companies registered office "

            Companies must show a list of all the shareholders,
            The number of shares, how much they paid for the share, and how many shares in total have been issued.

            You are only being asked to initialy state who are the directors, and who the shareholders are.
            Nothing wrong in that.

            Comment


              #7
              Originally posted by ram View Post
              So you mention the directors AND the shareholders, ( by name and address ) as underlined, as mentioned above
              I'm completing the first Confirmation Statement for our RTM of six equal flats and would appreciate knowing -

              1. As RTM Companies do not have Shares (Members are limited by Guarantee) there are no Shareholders. Presumably yes, but do I still give details of each Member under the Voting Rights section?

              2. One of the flats is owned in joint names. Would I list both of them separately? (the form doesn't cater for joint names)

              3. Two of the six flats are owned by the same person. Under Voting Rights would I tick "more than 25%" (2 of 6 flats = 33%) or none (1 of 5 individual members = 20%, albeit a flat is in joint names)?

              Thanks in advance for any replies.

              Comment


                #8

                1. As RTM Companies do not have Shares (Members are limited by Guarantee) there are no Shareholders. Presumably yes, but do I still give details of each Member under the Voting Rights section?

                With shares, each shareholder is named, and a share can be divided by 1, 2, 3 persons ( but only one vote per flat )
                Similarly, Members limited by Guarantee must be listed on the form.

                Voting rights must be only one from each flat, therefore one person must be named as the member with voting rights, therefore ask who they want that to be, if 2 or more persons are named on the lease.

                2. One of the flats is owned in joint names. Would I list both of them separately? (the form doesn't cater for joint names)

                You list both names ( I do it with shares ( and write in smaller font to fit in the space ) But limited by Guarantee. **i can not confirm for certain**, but you must disclose who the members are, but see **

                3. Two of the six flats are owned by the same person. Under Voting Rights would I tick "more than 25%" (2 of 6 flats = 33%) or none (1 of 5 individual members = 20%, albeit a flat is in joint names)?


                2 flats have 2 votes, ( 1 for each flat )
                therefore voting rights for all the members of the 2 flats should be 33.3%
                therefore More than 25%

                I am not fully conversant with Members limited by Guarantee, but the object should be to give each flat one vote, as is the norm with shares in residential properties.

                Comment

                Latest Activity

                Collapse

                • Reply to Residents Management Company Building insurance
                  by GordonClose
                  Thank you for the replies. The RMC (not an RTM) was setup by the builders when the property was built so has always been in existence (since 1980). The insurance has always been arranged by the Freeholder and paid for by the RMC. The lease states that the RMC will keep the buildings insured as directed...
                  17-08-2022, 12:12 PM
                • Residents Management Company Building insurance
                  by GordonClose
                  I am a Director of an RMC and the Freeholder insists it is their right to arrange the insurance. Have I the same right as an RTM to take over the arrangement of insurance?
                  15-08-2022, 14:26 PM
                • Sale of Freehold - Tax to Pay
                  by divadee
                  Hi, I hope I can write this in a clear way that makes sense!

                  We bought a leaseholders flat in 2016, the next year we bought the limited company that held the freehold. This was done as no other leaseholder were interested in buying the freehold a few months prior to us buying our leasehold...
                  16-08-2022, 16:37 PM
                • Reply to Sale of Freehold - Tax to Pay
                  by Gordon999
                  The company accounts shows the share capital at £2, it was holding the property on behalf of you ( beneficiary ) .

                  Since you have received £14K and £12K from disposal = £26K , your capital gain will be £26K - £18K = £8K .

                  You are entitle to the annual cgt allowance...
                  17-08-2022, 10:50 AM
                • Right To Pass and Re-Pass (Not to Obstruct)
                  by LondonCalling
                  I am the owner/occupier of a leasehold first floor flat in a converted property consisting of two flats. The freeholder owns and is the occupier of the ground floor leasehold flat. There is a passageway/right of way from the road along the side of the building to my ground floor front door entrance....
                  16-08-2022, 16:26 PM
                • Reply to Right To Pass and Re-Pass (Not to Obstruct)
                  by Lawcruncher
                  Absolutely not! Both the right and covenant are clear. Ask the freeholder why he considers he should not be bound by the terms of the lease. If he insists he is not bound, suggest that in that case you are not bound by the terms of your lease either....
                  17-08-2022, 09:57 AM
                • Reply to Sale of Freehold - Tax to Pay
                  by divadee
                  Sydaton,

                  They are the accountants that the managing agents use. We have literally left it all up to them and have been hands off (unless there were issues with stuff that need authorising by us). Our managing agents are also company secretaries for the Ltd company that we own.
                  ...
                  17-08-2022, 09:01 AM
                • Reply to Sale of Freehold - Tax to Pay
                  by Sydaton
                  divadee, you mention the company accountant in the first post but then mention that you were relying on your managing agents. Are they one and the same?

                  Where did the £14k paid for the lease extension go?
                  17-08-2022, 08:41 AM
                • Reply to Ground rent arrears from executor
                  by Martin448A
                  I did look at buying the freehold a few years ago but there solicitor quotes up to £4000 costs and I believe that was more then the value of the lease itself !
                  17-08-2022, 06:10 AM
                • Ground rent arrears from executor
                  by Martin448A
                  Hi,
                  received a letter out the blue from someone claiming to be the executor of the deceased freeholders of my leasehold maisonette. Have never receive ground rent request for payment for any of the years I have owned the property or has the other maisonette in my building.
                  They are now requesting...
                  16-08-2022, 00:30 AM
                Working...
                X