Company annual returns.
As the name implies, the return is an annual statement about the company and it discloses information that must be put into the public domain. Anyone can have access to the information contained in an annual return as well as to other forms, accounts and other information registered at Companies House with the Registrar of Companies.
The purpose of the annual return
The prime purpose of the annual return is to put on public record in one document certain information about the company. Parts of it, such as the shareholder details, are potentially new information, but the majority is confirmation of what should already be on file. It therefore prompts the company to check that key details on file at Companies House are correct and up to date. There are obvious advantages to the public in being able to check these key details in one document, rather than having to trawl through everything filed over a period.
A further purpose is that it tells the Registrar of Companies that the company is still in existence. If one is not received, he may form the opinion that the company is not in business or operation. He may then instigate steps that, after due warnings, culminate in the company being struck off the register.
Responsibility for completing and delivering the annual return
Responsibility lies with the company's directors and company secretary.
Companies registered in England and Wales must file at Companies House in Cardiff. Companies registered in Scotland must file at Companies House in Edinburgh. The addresses are:
Tel 0870 333 3636
37 Castle Terrace
Tel 0870 333 3636
The annual return must be accompanied by a payment (currently 15.00 [pounds sterling]).
1. Methods of filing
There are four methods as follows:
This is the most common method.
By personal delivery or courier
Documents relating to companies incorporated in England or Wales may be delivered in office hours to Companies House offices in Cardiff, London, Birmingham, Manchester and Leeds. Outside office hours they may be delivered to the offices in Cardiff and London.
Documents relating to companies incorporated in Scotland may be delivered in office hours to Companies House offices in Edinburgh or Glasgow. Outside office hours they may be delivered to the Edinburgh office only.
Documents personally delivered are stamped to indicate the date of receipt and personal delivery is sometimes used when a deadline is very close. Documents received up to midnight (in Cardiff, London and Edinburgh) are stamped for the date in question and documents received after midnight are stamped for the following day.
Hays Document Exchange
This service is available only to those registered to use it. The number of Companies House in Cardiff is DX33050 Cardiff. The number of Companies House in Edinburgh is DXED235 Edinburgh I.
The annual return is one of the forms that may be filed electronically. This option is only available to those registered to use it.
2. Timing of the annual return
The annual return is 'made up' as at a specified date which means that the information must be accurate as at that date. The return must then be submitted to Companies House within 28 days of the date to which it has been made up.
The first annual return must be made up to a date not more than one year from the date of incorporation. Other companies may choose a made up date not more than a year from the made up date of the previous annual return. Companies may choose a period less than a year but in no circumstances may they choose a period of more than a year. A period of exactly a year is normally chosen.
3. The shuttle system (Form 363s)
It is the practice of companies House to send Form 363s to the registered office of every company and to do so about two weeks before the anniversary of the made-up date of the last annual return. This form is pre-printed with all the relevant records on file at the time. The company may use this form as at the anticipated made up date or it may choose any remaining earlier date. A company may at any time request that an up-to-date shuttle annual return form be posted to it.
It may be necessary to deal separately with the requirement to provide details of share ownership and this is explained later. With this possible exception, it is only necessary to check that the pre-printed information is absolutely correct and up-to-date. If this is the case, the form should be signed and dated, then returned to Companies House with the filing fee of 15 [pounds sterling].
If Form 363s is incorrect in any detail, it should be very neatly altered. In many respects this is all that is required. However, Form 363s may not be used to update Companies House records in three areas and the appropriate form should be submitted. The three areas are:
* The appointment of a new company officer. Form 288a must be submitted for this.
* The allotment of new shares by a company. Form 88(2) must be submitted for this.
* The increase in a company's total nominal value of its share capital or an alteration in the structure of the share capital.
Since September 1999 Companies House has put pre-printed capital and shareholder information on shuttle annual returns for companies having up to 20 members and which have already submitted at least one previous annual return. This enables companies to update shareholder information in the same way as other details on the form. Less than 2 per cent of companies have more than 20 members. For these, Companies House will pre-print aggregate issued capital information without details of the company's members. For a small number of large companies, Companies House will not pre-print any capital information. These are companies with frequently changing information but only about 3,000 come into this category.
4. Alternative to the shuttle annual return
A blank annual return (Form 363a) may be requested at any time. This is not pre-printed and is usually preferred for companies using company secretarial software.
5. The annual return form in detail
Company number and company name in full
These boxes identify the company in question. Every company registered name is unique and each company has a unique registered number.
Date of this return
This is the date to which the return is made up.
Date of next return
This is an opportunity to request Companies House to post a shuttle return for a date less than one year from the date to which the current annual return is made up. Any entry is not binding on the company and a different date may be chosen later. This section may be left blank, in which case a shuttle form will be sent for the next return one year later.
Every company has a single registered office. Any changes are decided by the directors and must be notified to Companies House on Form 287.
Principal business activities
These are based on the UK Standard Industrial Classification Codes as listed in Companies House booklet GBA/V2. There are spaces for four codes and each company is asked to put in up to a total of four codes to indicate its principal activities. Most companies will find codes to match their activities but there is a space for a written description if an appropriate code does not exist.
Register of members
If the register of members is kept at the registered office, this section should be left blank. If it is not kept at the registered office, the address where it is kept should be entered.
Register of debenture holders
It is not compulsory for a company to have a register of debenture holders. If one is kept, the requirements are the same as those described above for the register of members. If it is not kept at the registered office, Companies House must be informed by means of Form 190.
Not all companies are the same and seven types of company are listed on the form. The correct identifying box should be ticked.
Directors and company secretary
The following information is listed for directors:
* date of birth
* full forenames and surname
* full residential address
Date of birth, nationality and business occupation are not required for company secretaries.
Issued share capital
This should only be completed for companies having a share capital. It is not required for companies limited by guarantee.
List of past and present shareholders
This is required only for a company that has a share capital.
A full list of shareholders must be supplied with the first annual return following incorporation. It must also be supplied every third annual return following this and may be supplied more frequently if the company so wishes. Two out of three annual returns need only be accompanied by a list of changes that have taken place since the last annual return. This means that a person wishing to study the complete details need not look at more than three annual returns in order to do so.
A 'full list' annual return must contain the following details:
* 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).
The form must be signed by a director or the company secretary, and should be dated.
Like other forms, the annual return includes a space for a contact name, address and telephone number. This need not be the person who signed the form and it need not even be an employee of the company or a company address.
An offence is committed if an annual return is filed late or not at all. Prosecutions may be made of the directors, the company secretary or the company itself, but most prosecutions are of directors. They are, however, rare, as Companies House prefers education and persuasion.
The company secretarys handbook: a guide to duties and responsibilities, Helen Ashton
London: Kogan Page, 2004
The ICSA guide to Companies House, Roger Mason
London: ICSA Publishing, 2001
The Institute of Chartered Secretaries and Administrators (ICSA)
16 Park Crescent, London, W1B 1AH
Tel: 020 7580 4741 www.icsa.org.uk
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|Title Annotation:||Checklist 190; United Kingdom. Department of Trade and Industry's Companies House regulations|
|Publication:||Chartered Management Institute: Checklists: Small Business|
|Date:||Oct 1, 2005|
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