Companies Act 2006

Part 24 A company’s annual return

854 Duty 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.

855 Contents 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.

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.

857 Contents 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.

858 Failure 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.

859 Application of provisions to shadow directors

For the purposes of this Part a shadow director is treated as a director.