Companies Act 2006

Part 24 U.K. A company's annual return

Modifications etc. (not altering text)

C1 Pts. 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

854 Duty to deliver annual returns U.K.

(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.

Modifications etc. (not altering text)

C2 Ss. 854-859 modified (22.2.2008) by The Northern Rock plc Transfer Order 2008 (S.I. 2008/432), art. 17(1), Sch. para. 2(n)

C3 Ss. 854-859 modified (8.00 a.m. on 29.9.2008) by the The Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008 (S.I. 2008/2546), art. 13(1)(3), Sch. 1 para. 2(n)

C4 Ss. 854-859 modified (9.30 a.m. on 7.10.2008) by The Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008 (S.I. 2008/2644), art. 26, Sch. 2 para. 2(n)

C5 Ss. 854-859 modified (retrospective to 30.3.2009 at 8.00 a.m.) by The Amendments to Law (Resolution of Dunfermline Building Society) Order 2009 (S.I. 2009/814), arts. 1(2), 7, Sch. para. 2(n)

C6 S. 854 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 30 (with Sch. 1 paras. 15, 34, 35)

C7 Ss. 854-859 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 13 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

855 Contents of annual return: general U.K.

(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) [F1 the required particulars (see section 855A)] 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;

[F2 (d) if any company records are (in accordance with regulations under section 1136) kept at a place other than the company's registered office, the address of that place and the records that are kept there;]

(f) F3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(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.

[F4 (4) In this Part—

• [F5 “ DTR5 issuer ” means an issuer to which Chapter 5 of the Disclosure Rules and Transparency Rules sourcebook [F6 made by the Financial Conduct Authority ] applies;

• “ relevant market ” means any of the markets mentioned in article 4(1) of the Financial Services and Markets Act 2000 (Prescribed Markets and Qualifying Investments) Order 2001 F7 ; and ]

• “ return period ”, in relation to an annual return, means the period beginning immediately after the date to which the last return was made up (or, in the case of the first return, with the incorporation of the company) and ending with the date to which the return is made up; F8 . . .

• F8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ]

Textual Amendments

F1 Words in s. 855(1)(c) substituted (1.10.2009) by The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (S.I. 2008/3000), reg. 2(1)

F2 S. 855(1)(d) substituted (1.10.2009) for s. 855(1)(d)(e) by The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (S.I. 2008/3000), reg. 3

F3 S. 855(1)(f) omitted (1.10.2011) by virtue of The Companies Act 2006 (Annual Returns) Regulations 2011 (S.I. 2011/1487), regs. 1(2), 2(a)

F4 S. 855(4) inserted (1.10.2009) by The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (S.I. 2008/3000), reg. 4(2)

F5 S. 855(4): definitions inserted (1.10.2011) by The Companies Act 2006 (Annual Returns) Regulations 2011 (S.I. 2011/1487), reg. 2(b)(i)

F6 Words in s. 855(4) substituted (1.4.2013) by The Financial Services Act 2012 (Consequential Amendments) Order 2013 (S.I. 2013/636), art. 1(2), Sch. para. 9(7)

F7 S.I. 2001/996; relevant amending instruments are S.I. 2005/381, 2007/126.

F8 S. 855(4): definitions of "traded company" and "non-traded company" and preceding word omitted (1.10.2011) by virtue of The Companies Act 2006 (Annual Returns) Regulations 2011 (S.I. 2011/1487), regs. 1(2), 2(b)(ii)

Modifications etc. (not altering text)

C8 Ss. 854-859 modified (22.2.2008) by The Northern Rock plc Transfer Order 2008 (S.I. 2008/432), art. 17(1), Sch. para. 2(n)

C9 Ss. 854-859 modified (8.00 a.m. on 29.9.2008) by the The Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008 (S.I. 2008/2546), art. 13(1)(3), Sch. 1 para. 2(n)

C10 Ss. 854-859 modified (9.30 a.m on 7.10.2008) by The Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008 (S.I. 2008/2644), art. 26, Sch. 2 para. 2(n)

C11 Ss. 854-859 modified (retrospective to 30.3.2009 at 8.00 a.m.) by The Amendments to Law (Resolution of Dunfermline Building Society) Order 2009 (S.I. 2009/814), arts. 1(2), 7, Sch. para. 2(n)

C12 S. 855 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 30 (with Sch. 1 paras. 15, 34, 35)

C13 Ss. 854-859 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 13 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I1 S. 855 wholly in force at 1.10.2009; s. 855 not in force at Royal Assent, see s. 1300; s. 855 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 855 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(m) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

[F9 855A Required particulars of directors and secretaries U.K.

(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.]

Textual Amendments

F9 S. 855A inserted (1.10.2009) by The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (S.I. 2008/3000), reg. 2(2)

Modifications etc. (not altering text)

C14 S. 855A applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 30 (with Sch. 1 paras. 15, 34, 35)

C15 Ss. 854-859 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), {regs. 3-5, Sch. 1 para. 13} (with transitional provisions and savings in regs. 7, 9, Sch. 2)

856 Contents of annual return: information about [F10 shares and] share capital F11 . . . U.K.

[F12 (1)   The annual return of a company having a share capital must also contain the following information.

(1A)   The return must contain a statement of capital.]

(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) [F13 the voting 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).

[F14 (2A)   The annual return must also state whether any of the company's shares were, at any time during the return period, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom.

(2B)   If any of the company's shares were shares admitted to trading as mentioned in subsection (2A), the annual return must also state whether both of the following conditions were satisfied throughout the return period—

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

(b) the company was a DTR5 issuer.]

(3) F15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4) F15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5) F15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6) F16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F10 S. 856: words in heading inserted (1.10.2011) by The Companies Act 2006 (Annual Returns) Regulations 2011(S.I. 2011/1487), regs. 2(2), {3(2)}

F11 S. 856: words in heading omitted (1.10.2009) by virtue of The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (S.I. 2008/3000), reg. 7(1)(a)

F12 S. 856(1)(1A) substituted (1.10.2011) for s. 856(1) by The Companies Act 2006 (Annual Returns) Regulations 2011 (S.I. 2006/46), regs. 2(2), 3(1)(a)

F13 Words in s. 856(c)(i) substituted (1.10.2009) by The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (S.I. 2008/3000), reg. 7(1)(c)

F14 S. 856(2A)(2B) inserted (1.10.2011) by The Companies Act 2006 (Annual Returns) Regulations 2011 (S.I. 2011/1487), regs. 2(2), 3(1)(b)

F15 S. 856(3)-(5) omitted (1.10.2009) by virtue of The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (S.I. 2008/3000), reg. 7(1)(d)(i)

F16 S. 856(6) omitted (1.10.2009) by virtue of The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (S.I. 2008/3000), reg. 7(1)(d)(ii)

Modifications etc. (not altering text)

C16 Ss. 854-859 modified (22.2.2008) by The Northern Rock plc Transfer Order 2008 (S.I. 2008/432), art. 17(1), Sch. para. 2(n)

C17 Ss. 854-859 modified (8.00 a.m. on 29.9.2008) by the The Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008 (S.I. 2008/2546), art. 13(1)(3), Sch. 1 para. 2(n)

C18 Ss. 854-859 modified (9.30 a.m. on 7.10.2008) by The Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008 (S.I. 2008/2644), art. 26, Sch. 2 para. 2(n)

C19 Ss. 854-859 modified (retrospective to 30.3.2009 at 8.00 a.m.) by The Amendments to Law (Resolution of Dunfermline Building Society) Order 2009 (S.I. 2009/814), arts. 1(2), 7, Sch. para. 2(n)

C20 Ss. 854-859 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 13 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I2 S. 856 wholly in force at 1.10.2009; s. 856 not in force at Royal Assent, see s. 1300; s. 856 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 856 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(m) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

[F17 856A Contents of annual return: information about shareholders: non-traded companies U.K.

[F18 (1)   This section applies to the annual return of a company none of whose shares were, at any time during the return period, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom.]

(2) The return must [F19 also] 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.

Textual Amendments

F17 Ss. 856A, 856B inserted (1.10.2009) by virtue of The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (S.I. 2008/3000), reg. 7(2)

F18 S. 856A(1) substituted (1.10.2011) by The Companies Act 2006 (Annual Returns) Regulations 2011 (S.I. 2011/1487), regs. 2(2), 4(1)(a)

F19 Word in s. 856A(2) inserted (1.10.2011) by The Companies Act 2006 (Annual Returns) Regulations 2011 (S.I. 2011/1487), regs. 2(2), 4(1)(b)

Modifications etc. (not altering text)

C21 Ss. 854-859 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), {regs. 3-5, Sch. 1 para. 13} (with transitional provisions and savings in regs. 7, 9, Sch. 2)

[F20 856B Contents of annual return: information about shareholders: certain traded companies U.K.

(1)  This section applies to the annual return of a company any of whose shares were, at any time during the return period, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom. (2)  But this section does not apply to the annual return of a company if throughout the return period—

(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.

(3)  The annual return of a company to which this section applies must also state, in respect of each person who held at least 5% of the issued shares of any class of the company at the end of the date to which the return is made up—

(a) the person's name and address (as they appear in the company's register of members); and

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

(4)  The return must conform to the following requirements for the purpose of enabling 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.]]

Textual Amendments

F17 Ss. 856A, 856B inserted (1.10.2009) by virtue of The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (S.I. 2008/3000), reg. 7(2)

F20 S. 856B substituted (1.10.2011) by The Companies Act 2006 (Annual Returns) Regulations 2011 (S.I. 2011/1487), regs. 2(2), 4(2)

Modifications etc. (not altering text)

C22 Ss. 854-859 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), {regs. 3-5, Sch. 1 para. 13} (with transitional provisions and savings in regs. 7, 9, Sch. 2)

857 Contents of annual return: power to make further provision by regulations U.K.

(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.

Modifications etc. (not altering text)

C23 Ss. 854-859 modified (22.2.2008) by The Northern Rock plc Transfer Order 2008 (S.I. 2008/432), art. 17(1), Sch. para. 2(n)

C24 Ss. 854-859 modified (8.00 a.m. on 29.9.2008) by the The Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008 (S.I. 2008/2546), art. 13(1)(3), Sch. 1 para. 2(n)

C25 Ss. 854-859 modified (9.30 a.m. on 7.10.2008) by The Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008 (S.I. 2008/2644), art. 26, Sch. 2 para. 2(n)

C26 Ss. 854-859 modified (retrospective to 30.3.2009 at 8.00 a.m.) by The Amendments to Law (Resolution of Dunfermline Building Society) Order 2009 (S.I. 2009/814), arts. 1(2), 7, Sch. para. 2(n)

C27 Ss. 854-859 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 13 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I3 S. 857 wholly in force at 1.10.2009; s. 857 not in force at Royal Assent, see s. 1300; s. 857 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 857 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(m) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

858 Failure to deliver annual return U.K.

(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.

[F21 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 to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding [F22 one-tenth of level 5 on the standard scale][F22 one-tenth of the greater of £5,000 or level 4 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 [F23 one-tenth of level 5 on the standard scale][F23 one-tenth of the greater of £5,000 or level 4 on the standard scale] for each day on which the contravention continues and he is in default.

Textual Amendments

F21 Words in s. 858(1) inserted (1.10.2009) by The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (S.I. 2008/3000), reg. 8(1)

F22 Words in s. 858(2) substituted (E.W.) (12.3.2015) by The Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Fines on Summary Conviction) Regulations 2015 (S.I. 2015/664), reg. 1(1), Sch. 3 para. 9(19)(a) (with reg. 5(1))

F23 Words in s. 858(5) substituted (E.W.) (12.3.2015) by The Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Fines on Summary Conviction) Regulations 2015 (S.I. 2015/664), reg. 1(1), Sch. 3 para. 9(19)(b) (with reg. 5(1))

Modifications etc. (not altering text)

C28 Ss. 854-859 modified (22.2.2008) by The Northern Rock plc Transfer Order 2008 (S.I. 2008/432), art. 17(1), Sch. para. 2(n)

C29 Ss. 854-859 modified (8.00 a.m on 29.9.2008) by the The Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008 (S.I. 2008/2546), art. 13(1)(3), Sch. 1 para. 2(n)

C30 Ss. 854-859 modified (9.30 a.m. on 7.10.2008) by The Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008 (S.I. 2008/2644), art. 26, Sch. 2 para. 2(n)

C31 Ss. 854-859 modified (retrospective to 30.3.2009 at 8.00 a.m.) by The Amendments to Law (Resolution of Dunfermline Building Society) Order 2009 (S.I. 2009/814), arts. 1(2), 7, Sch. para. 2(n)

C32 Ss. 854-859 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 13 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C33 S. 858 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 31 (with Sch. 1 paras. 15, 34, 35) (as amended (E.W.) (12.3.2015) by The Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Fines on Summary Conviction) Regulations 2015 (S.I. 2015/664), reg. 1(1), Sch. 3 para. 14(4) (with reg. 5(1)))

859 Application of provisions to shadow directors U.K.

F24 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F24 S. 859 omitted (1.10.2009) by virtue of The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (S.I. 2008/3000), reg. 8(2)