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Confirmation Statement
I need a confirmation statement for an annual general meeting that verifies the company's compliance with statutory requirements, including an updated list of directors and shareholders, and confirmation of the company's registered office address.
What is a Confirmation Statement?
A Confirmation Statement helps companies in India stay compliant by declaring that they've kept their official records up to date. This yearly filing with the Ministry of Corporate Affairs confirms that your business has submitted all required changes in company details, from director appointments to share transfers.
Think of it as an annual check-in where you verify that everything in your company's public record is correct. Indian companies must file this statement within 60 days of their Annual General Meeting, making it a key part of corporate compliance under the Companies Act, 2013. It's different from your annual return and helps regulators maintain accurate company information.
When should you use a Confirmation Statement?
File your Confirmation Statement right after your company's Annual General Meeting—you have a 60-day window to submit it to the Ministry of Corporate Affairs. This document becomes essential when you've made changes to your company structure throughout the year, such as appointing new directors, shifting registered office location, or updating shareholding patterns.
It's particularly important during corporate restructuring, mergers, or when seeking new investments, as potential partners often review these statements to verify your compliance history. Missing the filing deadline can result in penalties and affect your company's good standing, so mark your calendar based on your AGM date.
What are the different types of Confirmation Statement?
- The standard Confirmation Statement filed annually with the MCA includes basic company details, share capital information, and director information.
- Small companies use a simplified version focusing on essential updates like registered office and director changes.
- Listed companies must provide additional disclosures about shareholding patterns and corporate governance.
- Private companies with foreign investment include extra sections detailing overseas shareholding and compliance with FDI regulations.
- One-person companies submit a modified version with streamlined reporting requirements.
Who should typically use a Confirmation Statement?
- Company Directors: Must review and certify the accuracy of information in the Confirmation Statement before submission
- Company Secretary: Prepares and files the statement, ensuring all details match company records
- Compliance Officers: Monitor filing deadlines and verify regulatory requirements are met
- Ministry of Corporate Affairs: Receives and processes the statements, maintaining public records
- Stakeholders: Including investors, banks, and business partners who rely on these statements for due diligence
- Legal Advisors: Guide companies on proper filing and help resolve discrepancies
How do you write a Confirmation Statement?
- Company Records: Gather updated information about directors, registered office, share capital, and shareholding patterns
- Annual Returns: Review your last year's filings to note significant changes
- Board Minutes: Collect records of all board meetings and resolutions passed during the year
- Shareholder Details: Update list of shareholders, including any transfers or new allotments
- Compliance Calendar: Check your AGM date to calculate the 60-day filing window
- Digital Signatures: Ensure authorized signatories have valid DSC for MCA filing
- Supporting Documents: Compile proof of changes reported in the statement
What should be included in a Confirmation Statement?
- Company Details: Full legal name, CIN, registered office address, and business activities
- Director Information: Names, DIN numbers, and appointment/resignation dates of all directors
- Share Capital Structure: Authorized, issued, and paid-up capital details
- Shareholding Pattern: Complete list of shareholders with their respective holdings
- Debt Obligations: Details of charges created, modified, or satisfied during the year
- Corporate Actions: Summary of significant company events and changes
- Declaration: Certification of accuracy signed by authorized director or company secretary
- Attachments: Supporting documents for reported changes
What's the difference between a Confirmation Statement and a Certification Statement?
People often confuse a Confirmation Statement with a Certification Statement, but they serve different purposes in Indian corporate compliance. While both involve formal declarations, their scope and timing differ significantly.
- Filing Requirements: Confirmation Statements must be filed annually within 60 days of your AGM, while Certification Statements are issued as needed for specific purposes or transactions
- Content Scope: Confirmation Statements provide a comprehensive update of company information, including directors, shares, and registered office details. Certification Statements typically focus on certifying specific facts or circumstances
- Legal Purpose: Confirmation Statements fulfill statutory compliance under the Companies Act, while Certification Statements serve as evidence for particular claims or situations
- Authority: Confirmation Statements must be filed with the MCA, whereas Certification Statements can be issued to various stakeholders depending on requirements
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