Filing Annual Returns

An annual return is a bit like a school report. Once a year, you have to report to Companies House any changes that have happened in your company, or if nothing has happened, confirm that fact to Companies House. It is the Registrar's way of keeping up to date with the company's activities, and also provides members of the public with a snapshot of what is going on regarding the identity of the directors and shareholders.

Failure to submit an annual return, or failure to submit the return on time is a criminal offence for which the directors of a company can be prosecuted. The Registrar might also assume that the company is no longer active and seek to strike it from the Company Register.

How often do you have to submit an annual return?

This is not a trick question! An annual return has to be submitted to Companies House no later than 28 days after the first anniversary that a company is incorporated, and thereafter a year and 28 days from the last annual return.

So if you are so minded, you may submit an annual return early. But this does have the effect of bringing forward the deadline for your next annual return until a year and 28 days after that date.

What does an annual return contain?

An annual return needs to contain the main details about the company, including its name, company number, registered office and principal business activity. It also needs to mention the details of the directors and company secretary (if it has one), and the type of company it is (i.e. private or public, limited by shares or by guarantee).

If the company has share capital, the return must also give information about how the share capital is broken down, and who owns it.

If the company books are not kept at the registered office, the annual return must also give an address where the major documents can be inspected.

The return must also contain a "made up" date giving the date at which the information contained in the return is considered correct. This is important, because anyone needing an up to date snapshot of the company may need to delve deeper beyond the annual return if it is an old one.

For example, if you are looking at an annual return in December that was filed in June, you need to check the company's filing history to make sure that directors have neither resigned nor been appointed, and that the shareholding has not changed. If documents have been filed that suggest that these changes have happened, then copies of the relevant forms need to be obtained to complete the picture painted by the annual return.

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