Annual Returns

Every English company must submit an annual return to Companies House each year, within 28 days of what Companies House calls the ‘made-up date’.

This is a date in the very recent past with respect to which Companies House wishes to know certain details – such as who the shareholders or directors were on that date. So the ‘made-up date’ is the date to which the return is ‘made up’. The date is usually the anniversary of the incorporation of the company, or the anniversary of the date to which the last annual return was made up.

The return is effectively a summary of general information about the company, including the constitutional details of the company and details of its directors and secretary, registered office address, shareholders and share capital. It is totally separate from the company’s accounts, which must be filed in addition.

Companies House levies a fee for filing the annual return, which is currently £30.

Notification of important changes to the company, such as changes to directors and the secretary, the passing of resolutions, or the issuing of shares, should be made within strict time limits. However Companies House will accept notification of some additional information on the annual return form itself, provided that the correct accompanying forms are submitted. This should not be seen as a substitute for correct and timely filing, though - even if the information is notified on the annual return, if it should have been filed earlier, the company directors and secretary will risk prosecution for breach of the Companies Act filing deadlines.

For many companies one of the more onerous requirements within the annual return is the requirement to provide a full list of all the company’s shareholders, even if all share issues have been correctly notified.

This requirement arises because shareholders can of course transfer their shares without the company needing to notify Companies House. So in order that there is a public register of the shareholders (at the least of the shareholders on the ‘made-up date’), the Companies Act provides that a full list of shareholders must be given on:

  • The company’s first annual return following its incorporation; and thereafter
  • Every third annual return after it has provided a full list.

In the intervening two annual returns all that the company need report in this regard are changes to shareholder information that have taken place during that year – i.e. what shares have been transferred, together with particulars relating to new shareholders.

Late filing, or non-filing, of the annual return is a criminal offence and can result in the company officers (its directors and secretaries) being prosecuted. Companies House claims that on average more than 1,000 directors are prosecuted each year for failing to deliver annual accounts or annual returns to them on time. Persistent failure to deliver statutory documents on time may also lead to a director being disqualified from taking part in the management of a company, for a specified period.

To avoid these risks, and to make our clients’ lives easier, one of the standard company secretarial services that we provide to our clients is the filing of annual returns correctly and on time.

This service is included in our ‘standard filing package’ for which we charge an annual flat-rate fee of £175 plus VAT. The package consists of :

  • Annual maintenance of shareholder and board meeting minute books;
  • Annual maintenance of statutory registers;
  • Preparation, checking and filing of the Annual Return at Companies House;
  • Checking and filing (but not preparation) of annual accounts at Companies House; and
  • Preparation of shareholder and board minutes to approve the accounts.

For further details of our company secretarial services and fees please click here.