Link to PDF version of this page

Annual Returns - GBA2

October 2008 - Version 14 As modified by the Companies Act 2006

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/co-act-2006/index.html 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 is one final stage in the implementation of the Companies Act 2006 scheduled for 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 scheduled to merge into a single system for the whole of the United Kingdom.

Back to top 
Introduction

This publication tells you about the annual return 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, registered office address, shareholders and share capital.

The company and its director(s) and secretary can be prosecuted if you file the annual return late, or not at all.

Glossary of terms
 
In this guidance, the terms listed have the following meanings:

“non – traded company” means a company none of whose shares are shares admitted to trading on a regulated market;

“traded company” means a company any of whose shares are shares admitted to trading on a regulated market;

“regulated market” means a market which appears on the list drawn up by an EEA State pursuant to Article 47 of Directive 2004/39EC of the European Parliamentary and the Council of 21 April 2004 on markets in the financial instruments (Note: AIM is not a regulated market); and

“return period”, in relation to an annual return, means the period beginning immediately after the date to which the last return was made up (or, in the case of the first return, with the incorporation of the company) and ending with the date to which the return is made up.

Back to top 
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. You can now file certain documents in Welsh using our Webfiling service. For more information please visit our website at www.companieshouse.gov.uk

Every company must deliver an annual return to Companies House at least once every 12 months. The company's director(s), and where applicable the 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 the company keeps certain company registers 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, where applicable;
• 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).

• Information about the issued share capital; and
• Details of the shareholders.

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. Where do I get an annual return?

Companies House will send a letter to your company’s registered office to remind you when your annual return is due.  It advises on how to file the form electronically by using our Software Filing or WebFiling services as this is the easiest option.

However, if you do not have the facility to file online you can order a paper copy of the annual return form via our Contact Centre on +44 (0)303 1234 500, download a blank form 363a or pick up a copy if you visit any of our offices in person.

For more information, please visit our website www.companieshouse.gov.uk

5. Will Companies House pre-print the annual return with the details already filed?

No.  Companies House will stop producing a ‘shuttle’ or pre- printed form 363s for annual returns with a made up date on or after the 1 October 2008.  This will no longer be a prescribed form for annual returns after that date.

Instead, the form 363a has been re-prescribed.  The new form includes changes to the information that you must give about your shareholders, see question 6.

Annual returns with a made up date before 1 October 2008 must continue to use the current form 363a or 363s.

6. What are the changes to the form 363a?

The new form 363a is only available for companies with an annual return made up to a date on or after 1 October 2008.  The form has been changed to include two different shareholder lists;

• Schedule A will include the names of the company’s shareholders for all private companies and non-traded public companies.  Addresses must not be included on Schedule A; and
• Schedule B will include the names and addresses of only those shareholders that held at least 5% of the issued shares of any class of a traded public company.  No other shareholders details must be included on Schedule B.

The form must also contain confirmation if it was a traded public company at any time during the period of that return.

7. Completing the annual return Form 363a

The form 363a does not include any pre-printed company information.

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. Question 2 of this guide explains the details you should give. 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.)

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

Note: Share capital requirements are explained in questions 8-13.

We will not register an annual return Form 363a if it shows information that differs from the public record (except for changes to the company’s principal business activities or shareholder details) unless you have notified us of the change on the appropriate statutory form. 

For every company 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; and
• 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.

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.

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 e.g. consolidation or sub-division; and/or
• increasing its total nominal value,

then you must complete and send the appropriate form from the list below to Companies House with the annual return:

• Form 88(2): Allotment of shares;
• Form 122: Allotment of new 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 +44 (0)303 1234 500

A private company and non-traded public company with share capital must provide a 'full list' of all its shareholders on:

• its first annual return following incorporation; and
• 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 (the return period) - that is, shares transferred and particulars relating to shareholders who have become shareholders or ceased to be shareholders.

A traded public company must never give a full list of all of its company shareholders, only those that held at least 5% of the issued shares at any time during the period of the return.

11. What does a ‘full list’ of shareholders for a private and non traded public company contain?

A 'full list' annual return for a private and non-traded public company must contain the following information about a company's shareholders:

• the name of every shareholder of the company at the made-up date;
• the name of every shareholder who has ceased to be a shareholder 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 shareholder of the company at the made-up date of the annual return; and
• the date of registration and the number of shares of each class transferred by each shareholder or past shareholder since the made-up date of the previous annual return (or in the case of a first return, since the incorporation of the company).

Companies House will not accept an annual return made up to a date after 30 September 2008 that includes the addresses of all the company’s shareholders.  We will return the form to the company if the wrong schedule is completed or it contains the incorrect details.

12. What does a list of shareholders for a traded public company contain?

A traded public company must provide a list of all the company’s shareholders who held 5% or more of the issued shares during the period of covered by the return.  The list must contain the following information about each of these shareholders

• the name and address;
• the number of shares of each class held at the made-up date of the annual return;
• the date of registration and the number of shares of each class transferred by the shareholder during the period covered by the return; and
•  the date of registration and the number of shares of each class transferred to the shareholder during the period covered by the return.

13. Are there other ways of providing individual shareholder details?

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.  Private companies and non-traded public companies with a large number of shareholders may find it more convenient to provide a full list of shareholders with each annual return – but the list must not include the shareholders’ addresses.  
If you wish to supply the list of a company's shareholders in a format other than on the schedules provided, please see Chapter 2, question 4 for further information

14. When must the annual return be delivered to Companies House?

Companies must deliver annual returns 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 you file the annual return. Companies that file a paper annual return should make the cheque payable to 'Companies House' and write the company number on the reverse.

Back to top 
Chapter 2
Quality of paper documents

1. What happens to documents sent to Companies House?

We scan the documents and forms you deliver to Companies House to produce an electronic image. We then store the original documents, and the electronic image is used as the working document.

When the shareholders of the public view the company record, they see the electronic image reproduced on-line. So it is important not only that the original is legible, but that it can also produce a clear copy.

This chapter lays down a few quality guidelines to follow when preparing a document for filing at Companies House.

Section 707B of the Companies Act 1985 allows Companies House to reject documents delivered electronically that it cannot capture electronically, giving a notice saying why they are unacceptable. You must deliver an acceptable copy within 14 days of the notice (otherwise we treat the original as not having been delivered).

3. How should I set documents out?

Every paper document delivered to Companies House must state in a prominent position the registered number of the company, and must comply with any requirements specified by the Registrar relating to the legibility of that document.

Briefly, documents should be on A4 size, plain white paper between 80g/m2 and 100 g/m2 in weight with a matt finish. Text should be black, clear, legible, and of uniform density. Letters and numbers must not be less that 1.8mm high, with a line width of not less than 0.25mm.

Important: coloured ink can drop out (disappear) when a document is scanned to produce an image. To prevent this - always use black ink to complete and sign all documents.

4. What are the most common problems to avoid?

Glossy accounts

If you are producing colour-printed glossy accounts, please save them for your shareholders and others who will appreciate them. We still need black on white with a matt finish. A typed unbound version or printer's proof is ideal, provided it has the necessary signatures.

Shareholders’ lists

Our requirements on document quality apply equally to the lists of shareholders that accompany annual returns and allotment forms.

If these are computer prints, it is essential that the print quality is good. We have particular problems with lists printed on green-lined computer paper. We can handle shareholders’ lists on paper up to 14.5" x 12".

We will accept documents delivered on certain types of computer-generated microfiche (comfiche) on a black master - as an alternative to paper - provided we can duplicate them on our diazo machines.

We accept large shareholder’s lists on CD-ROM, DVD-ROM and floppy disk.  We may also be able to accept magnetic tape for very large listings.

Back to top 
Chapter 3
Further information

1. How do I send information to Companies House?
Annual returns and other commonly filed documents may be delivered electronically. As from June 2008, companies will be able to file certain documents in Welsh, using our WebFiling service. For more information on using our Webfiling and Electronic Filing services, please visit www.companieshouse.gov.uk

You may also deliver documents 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:

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 Companies House has accepted a document for registration.

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.  You can only file voluntary translations in an official language of the European Union and must be accompanied by Form 1106.

This is one of a series of Companies House guidance which provides 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)

Forms can also be obtained from company law stationers, accountants, solicitors and company formation agents - addresses in business phone books.