Part 24A company's annual return
C4C5C6854C1C2C3Duty to deliver annual returns
1
Every company must deliver to the registrar successive annual returns each of which is made up to a date not later than the date that is from time to time the company's return date.
2
The company's return date is—
a
the anniversary of the company's incorporation, or
b
if the company's last return delivered in accordance with this Part was made up to a different date, the anniversary of that date.
3
Each return must—
a
contain the information required by or under the following provisions of this Part, and
b
be delivered to the registrar within 28 days after the date to which it is made up.
I2C26855C7C8C9Contents of annual return: general
1
Every annual return must state the date to which it is made up and contain the following information—
a
the address of the company's registered office;
b
the type of company it is and its principal business activities;
c
the prescribed particulars of—
i
the directors of the company, and
ii
in the case of a private company with a secretary or a public company, the secretary or joint secretaries;
d
if the register of members is not kept available for inspection at the company's registered office, the address of the place where it is kept available for inspection;
e
if any register of debenture holders (or a duplicate of any such register or a part of it) is not kept available for inspection at the company's registered office, the address of the place where it is kept available for inspection.
2
The information as to the company's type must be given by reference to the classification scheme prescribed for the purposes of this section.
3
The information as to the company's principal business activities may be given by reference to one or more categories of any prescribed system of classifying business activities.
C10C11855AF1Required particulars of directors and secretaries
1
For the purposes of section 855(1)(c) the required particulars of a director are—
a
where the director is an individual, the particulars required by section 163 to be entered in the register of directors (subject to subsection (2) below); and
b
where the director is a body corporate or a firm that is a legal person under the law by which it is governed, the particulars required by section 164 to be entered in the register of directors.
2
The former name of a director who is an individual is a required particular in relation to an annual return only if the director was known by the name for business purposes during the return period.
3
For the purposes of section 855(1)(c)(ii) the required particulars of a secretary are—
a
where a secretary is an individual, the particulars required by section 277 to be entered in the register of secretaries (subject to subsection (4) below); and
b
where a secretary is a body corporate or a firm that is a legal person under the law by which it is governed, the particulars required by section 278(1) to be entered in the register of secretaries.
4
The former name of a secretary who is an individual is a required particular in relation to an annual return only if the secretary was known by the name for business purposes during the return period.
5
Where all the partners in a firm are joint secretaries, the required particulars are the particulars that would be required to be entered in the register of secretaries if the firm were a legal person and the firm had been appointed secretary.
C27856I3C12C13C14Contents 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.
F2C15856AContents of annual return: information about shareholders: non-traded companies
1
The annual return of a company that was a non-traded company throughout the return period must also contain the following information.
2
The return must contain the name (as it appears in the company's register of members) of every person who was a member of the company at any time during the return period. The return must conform to the following requirements for the purpose of enabling the entries relating to any given person to be easily found—
a
the entries must be listed in alphabetical order by name; or
b
the return must have annexed to it an index that is sufficient to enable the name of the person in question to be easily found.
3
The return must also state—
a
the number of shares of each class held at the end of the date to which the return is made up by each person who was a member of the company at that time,
b
the number of shares of each class transferred during the return period by or to each person who was a member of the company at any time during that period, and
c
the dates of registration of those transfers.
4
If either of the two immediately preceding returns has given the full particulars required by subsections (2) and (3), the return need only give such particulars as relate—
a
to persons who became, or ceased to be, members during the return period, and
b
to shares transferred during that period.
F2C16856BContents of annual return: information about shareholders: traded companies
1
The annual return of a company that was a traded company at any time during the return period must also contain the following information.
2
The return must contain the name and address (as they appear in the company's register of members) of every person who held at least 5% of the issued shares of any class of the company at any time during the return period. The return must conform to the following requirements for the purpose of enabling the entries relating to any given person to be easily found—
a
the entries must be listed in alphabetical order by name; or
b
the return must have annexed to it an index that is sufficient to enable the name of the person in question to be easily found.
3
The return must also state—
a
the number of shares of each class held at the end of the date to which the return is made up by each person who held at least 5% of the issued shares of any class of the company at that time,
b
the number of shares of each class transferred during the return period by or to each person who held at least 5% of the issued shares of any class of the company at any time during that period, and
c
the dates of registration of those transfers.
4
If either of the two immediately preceding returns has given the full particulars required by subsections (2) and (3), the return need only give such particulars as relate—
a
to persons who came to hold, or ceased to hold, at least 5% of the issued shares of any class of the company during the return period, and
b
to shares transferred during that period.
I1C17C18C19C20C21857Contents of annual return: power to make further provision by regulations
1
The Secretary of State may by regulations make further provision as to the information to be given in a company's annual return.
2
The regulations may—
a
amend or repeal the provisions of sections 855 and 856, and
b
provide for exceptions from the requirements of those sections as they have effect from time to time.
3
Regulations under this section are subject to negative resolution procedure.
858C22C23C24C25Failure to deliver annual return
1
If a company fails to deliver an annual return before the end of the period of 28 days after a return date, an offence is committed by—
a
the company,
b
subject to subsection (4)—
i
every director of the company, and
ii
in the case of a private company with a secretary or a public company, every secretary of the company, and
c
every other officer of the company who is in default.
2
A person guilty of an offence under subsection (1) is liable on summary conviction 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 an annual return made up to that return date 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) to prove that he 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 is in default in relation to the continued contravention.
A person guilty of an offence under this subsection is liable on summary conviction to a fine not exceeding one-tenth of level 5 on the standard scale for each day on which the contravention continues and he is in default.
859C28C29C30C31Application of provisions to shadow directors
For the purposes of this part a shadow director is treated as a director.