Companies Act 2006

856 Contents of annual return: information about share capital and shareholders

(1) The annual return of a company having a share capital must also contain—

(a) a statement of capital, and

(b) the particulars required by subsections (3) to (6) about the members of the company.

(2) The statement of capital must state with respect to the company’s share capital at the date to which the return is made up—

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

(b) the aggregate nominal value of those shares,

(c) 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, and

(d) 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).

(3) The return must contain the prescribed particulars of every person who—

(a) is a member of the company on the date to which the return is made up, or

(b) has ceased to be a member of the company since the date to which the last return was made up (or, in the case of the first return, since the incorporation of the company).

The return must conform to such requirements as may be prescribed for the purpose of enabling the entries relating to any given person to be easily found.

(4) The return must also state—

(a) the number of shares of each class held by each member of the company at the date to which the return is made up,

(b) the number of shares of each class transferred—

(i) since the date to which the last return was made up, or

(ii) in the case of the first return, since the incorporation of the company,

by each member or person who has ceased to be a member, and

(c) the dates of registration of the transfers.

(5) If either of the two immediately preceding returns has given the full particulars required by subsections (3) and (4), the return need only give such particulars as relate—

(a) to persons ceasing to be or becoming members since the date of the last return, and

(b) to shares transferred since that date.

(6) Where the company has converted any of its shares into stock, the return must give the corresponding information in relation to that stock, stating the amount of stock instead of the number or nominal value of shares.