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Annual Returns - GBA2

June 2008

Version 12

When reading these guidance notes, you need to be aware of the following:

Some (but not all) of the provisions in the Companies Act 2006 have come into force.  Therefore, some provisions in the Companies Act 1985 remain relevant. We have tried as far as possible to make it clear throughout these notes which Act applies. If you would like to find out more you may wish to visit our website at www.companieshouse.gov.uk where you can find out which provisions in the respective Acts are in force. Our website also contains a link to the BERR (The Department for Business, Enterprise and Regulatory Reform) website www.berr.gov.uk/bbf/ where you can find further information. Some provisions in the new Act are subject to transitional arrangements. We will as far as possible explain these in this guidance and give details on our website.

There are two further stages in the implementation of the Companies Act 2006 scheduled for October 2008 and October 2009. We will update any guidance notes affected by those implementations at the time. You may wish also to keep an eye on our website where we will publish more information as the implementation process continues so you can access the most up to date information.

Until October 2009, these guidance notes apply only to companies formed in Great Britain (England, Wales and Scotland). The separate system in Northern Ireland is then scheduled to merge into a single system for the whole of the United Kingdom.

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Introduction

This booklet tells you about the annual return (Forms 363a or 363s) that a company must deliver every year to Companies House.

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).

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CHAPTER 1
Completing an annual return

1. Which companies must send an annual return to Companies House?

Please note: The easiest and cheapest way to complete and file your annual return is to use our Software Filing or WebFiling services.  As from June 2008 companies will be able to file certain documents in Welsh, using our WebFiling service. For more information please visit our website www.companieshouse.gov.uk

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.

Remember: It is a criminal offence not to deliver the company's annual return within 28 days of the made-up date, for which company secretaries and directors may be prosecuted.

• 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).

• 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.

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 our 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.

Please note: Currently we estimate that 2% of companies on the register are unable to use our WebFiling service. This includes companies that wish to file using Welsh. Companies House is presently working towards enabling these companies to file their returns electronically.

Please note: Currently, a small proportion of companies on the register are unable to use our WebFiling Service. These include companies in compulsory liquidation or companies wishing to file in Welsh. As from June 2008 companies will be able to file certain documents in Welsh, using our WebFiling service. For more information please visit our website www.companieshouse.gov.uk

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 our website.

Companies that choose to file a paper annual return, which has some information pre printed from the public record, 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 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.

• 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 our our Software Filing or WebFiling services

Note: Share capital requirements are explained in questions 8-11 below.

• 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.)

These forms are available via our our Software Filing or WebFiling services.

Note: Share capital requirements are explained in questions 8-11.

We will not register an annual return Form 363a if it shows information that differs from the public record unless we have been notified of the change on the appropriate statutory form.

• 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;

• 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 our 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.

If you need further information about the circumstances  in which you should send these forms (and others) to Companies House, telephone 0870 33 33 636

• its first annual return following incorporation;
• every third annual return after it has provided a full list.

• 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).

Remember: A company may issue additional shares provided that Companies House is or has been notified of the allotment of the shares on Form 88(2).

If you use our online filing services you will automatically receive an acknowledgement of receipt via email.

If you are sending documents by post, courier or Document Exchange Service (DX) and would like a receipt, Companies House will provide an acknowledgement if you enclose a copy of your covering letter with a pre-paid addressed return envelope.

We will barcode your copy letter with the date of receipt and return it to you in the envelope provided.

Please note: an acknowledgement of receipt does not mean that a document has been accepted for registration at Companies House.

Please note: Companies House does not accept accounts or any other statutory documents by fax.

2. Can I file documents in other languages?
Usually, you must file documents sent to Companies House in English. There are exceptions as detailed below.  You can draw up and deliver documents relating to Welsh companies in Welsh.
Companies can deliver the following documents in other languages if the document is accompanied by a certified translation into English:

• Resolutions and agreements affecting a company’s constitution;
• Contracts relating to the allotment of shares for a consideration other than cash;
• For companies included in accounts of larger EEA or non-EEA groups, the group accounts and parent undertaking annual report; and
• Charge instruments (or copy charge instruments).

In addition companies may also file voluntary certified translations of any document subject to the First Company Law Directive disclosure requirements. These are:

• Constitutional documents such as the memorandum and articles of association;
• Directors appointments, changes in particulars or terminations;
• Accounts, reports and annual returns;
• Notification of any change in a company’s registered office;
• Winding up documents;
• Share capital documents (public companies only);
• Documents relating to mergers and divisions (public companies only); and
• Documents relating to overseas companies.

The voluntary translation must relate to a document delivered to Companies House on or after 1 January 2007.  Voluntary translations can only be filed in an official language of the European Union and must be accompanied by Form 1106.

This is one of a series of Companies House booklets which provide a simple guide to the Companies Act.

We can also provide guidance on related legislation. Titles include ‘Oversea Companies’ (GBO1), ‘Limited Partnership Act’ (GBO2), ‘Newspaper Libel and Registration Act’ (GBO3), ‘European Economic Interest Groupings’ (GBO4), ‘Use of Welsh’ (GBO5), ‘The European Company: Societas Europaea (SE)’ (GBO6) and Cross Border Mergers (GBO7)