Ltd Company? Don’t forget about your Annual Return!
An annual return is a snapshot of general information about a company’s directors and secretary, registered office address, shareholders and share capital. If you file the annual return late, or not at all, the company and its director(s) and secretary can be prosecuted. You will find the relevant law in the Companies Act 1985 (as amended in 1989 and later).
1) Which companies must send an annual return to Companies House?
Every company must deliver an annual return to Companies House within 28 days of its made-up date (see question 3). A company’s director(s) and secretary are responsible for ensuring that the annual return is delivered to Companies House within 28 days after the anniversary of incorporation or the anniversary of the made-up date of the last annual return; and gives a true picture of the management structure and capital (if applicable) of the company at the made-up date.
2) What is an annual return (Form 363)?
An annual return is a snapshot of certain company information at the made-up date (see question 3). It is separate from a company’s annual accounts. An annual return must contain the following information:
the name of the company;
its registered number;
the type of company it is, for example, private or public;
the registered office address of the company;
the address where certain company registers are kept if not at the registered office;
the principal business activities of the company (see Principal Business Activities);
the name and address of the company secretary;
the name, usual residential address, date of birth, nationality and business occupation of all the company’s directors;
the date to which the annual return is made-up (the made-up date).
And if the company has share capital, the annual return must also contain:
the nominal value of total issued share capital;
the names and addresses of shareholders and the number and type of shares they hold or transfer from other shareholders.
Note: Share capital requirements are explained in questions 8 to 11 below.
In some cases there may be information on related undertakings annexed to the annual return.
3. What is the made-up date?
This is the date at which all the information in an annual return must be correct. The made-up date is usually the anniversary of:
the incorporation of the company; or
the made-up date of the previous annual return registered at Companies House.
4. When must the annual return be delivered to Companies House?
All annual returns must be delivered to Companies House within 28 days of the made-up date given on the form. There is an annual document-processing fee of £30 or £15 for users of Software Filing or WebFiling services which is payable when the annual return is filed. For companies that file a paper annual return the cheque should be made payable to ‘Companies House’ and the company number written on the reverse.
5. Where do I get an annual return?
Companies House will write to every company at its registered office when the annual return is due to be filed.
Companies may then file their annual return electronically using the Webfiling service or a suitable software package. More information on Webfiling and Software Filing is available on the Companies House website www.companieshouse.gov.uk
Companies that choose to file a paper annual return may request this form by telephoning Companies House on: 0870 3333636.
6. Completing the shuttle annual return Form 363s
For companies filing electronically there are on-screen instructions to help complete the return and for those filing on paper further details are given with the form.
The shuttle annual return can be used to notify changes to:
the company’s registered office;
the address at which the company’s register of members is kept (if applicable);
the address at which the company’s register of debenture holders (if any) is kept;
the principal business activities of the company;
the details; for example, change of the usual residential address, of any company secretary or director and
the date a company officer resigned.
However, do not use the shuttle annual return Form 363s to tell us about:
the appointment of a new company officer; for this use Form 288a;
any change in a company’s total nominal capital (see question 9);
the allotment of new shares by a company use; Form 88(2).
Both these forms are available via the Software Filing or WebFiling services.
Note: Share capital requirements are explained in questions 8-11 below.
7. Completing the annual return Form 363a
As an alternative to the shuttle annual return, you can use the annual return Form 363a. This form does not include any pre-printed company information. It is normally completed by companies who use secretarial software packages. All the details you give on Form 363a should confirm the company information already held on the Companies House public record at the made-up date – except shareholder information. The details you should give are stated under question 2 of this guide. You may only change the details by sending one or more of the following statutory form(s) with the document:
change of registered office address. Use Form 287;
appointment of company director or secretary. Use Form 288a;
change of details, for example, the address of a company officer. Use Form 288c;
resignation of company officers. Use Form 288b;
notification or change of address where register of members is kept. Use Form 353;
notification or change of address of location of register of debenture holders. Use Form 190;
allotment of new shares. Use Form 88(2);
change to the company’s total share capital. (See question 9.)
8. What information does Companies House require about share capital?
This applies to every company with a share capital. If a company has converted shares into stock, give the corresponding information in relation to that stock, stating the amount of stock instead of the number and nominal value of the shares. For companies with share capital please state for each class of issued share:
the name of the class of each type of share. For example, ordinary or preference shares;
the total number of shares issued to shareholders at the made-up date of the return;
the total nominal value of issued shares of that class at the date of the return.
Note: The total nominal value of the shares is the total nominal or face value of the shares excluding any premium.
9. How do I tell Companies House if the share capital details have changed?
If a company has changed its share capital by:
altering its structure; and/or
increasing its total nominal value;
then you must complete and send one or more of the following forms to Companies House with the annual return:
Form 122: Notification of consolidation, division, sub-division, redemption or cancellation of shares, or conversion or re-conversion of stock into shares;
Form 123: Notification of increase in nominal capital; * (this form is available via the Software Filing or WebFiling services)
Form 128(1): Notification of rights to allotted shares that are not stated in the company’s memorandum or articles; *
Form 128(3): Notification of variation of rights to allotted shares that are not stated in the company’s memorandum or articles; *
Form 128(4): Notification of assigning a new name to any class of share other than by amendment of the company’s memorandum or articles; *
Form 169: Return by company purchasing its own shares.
*A copy of the appropriate company resolution authorising the change is also required.
10. When do I have to list all company members?
Whichever type of annual return form is used, a company with share capital must provide a ‘full list’ of all its members on:
its first annual return following incorporation;
every third annual return after it has provided a full list.
The intervening two annual returns need only report changes to shareholder information that have taken place during that year – that is, shares transferred and particulars relating to shareholders who have become members or ceased to be members. A ‘full list’ annual return must contain the following information about a company’s shareholders:
the name and address of every shareholder of the company at the made-up date;
the name and address of every shareholder who has ceased to be a member of the company since the made-up date of the previous annual return (or in the case of a first return, since the incorporation of the company);
the number of shares of each class held by each member of the company at the made-up date of the annual return;
the date of registration and the number of shares of each class transferred by each member or past member since the made-up date of the previous annual return (or in the case of a first return, since the incorporation of the company).
11. Are there other ways of providing individual shareholder details?
By prior arrangement, companies may provide shareholder information to Companies House in a format other than on the form provided, for example, on floppy disk or CD-ROM. If you wish to supply the list of a company’s members in a format other than on the schedules provided, please telephone:
Cardiff: 0870 3333636 If the company is registered in England or Wales.
Edinburgh: 0131 535 5869 If the company is registered in Scotland.
Further Info: How do I send information to the Registrar?
Annual returns and other commonly filed documents may be delivered to the Registrar electronically. As from June 2008 companies will be able to file certain documents in Welsh, using the WebFiling service. For more information on using the Webfiling and Electronic Filing services, please visit www.companieshouse.gov.uk .. You may also deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh. Alternatively, you may send documents by post, by the Document Exchange Service (DX) or by Legal Post (LP) in Scotland. If you send documents, please address them to:
For companies incorporated in England & Wales:
The Registrar of Companies Companies House Crown Way Cardiff CF14 3UZ DX33050 Cardiff 1
For companies incorporated in Scotland:
The Registrar of Companies Companies House 37 Castle Terrace Edinburgh EH1 2EB DX ED235 Edinburgh
If you want Mazuma to do your annual return for you, you must inform us in plenty of time. We will file the documents online for you and charge a small administration fee for doing so.
