PART 23 PART 23 A COMPANY'S ANNUAL RETURN
778. Duty to deliver annual returns(1) Every company must deliver to the Registrar successive annual returns each of which is made up to the anniversary of the company's incorporation.(2) Each return must—(a) contain the information required by or under the following provisions of this Part, and(b) be delivered to the Registrar within 28 days after the date to which it is made up.(3) Annual returns of restricted scope companies will not be subject to public disclosure by the Registrar.
779. Contents of annual return: general(1) Every annual return must state the date to which it is made up and contain the following information—(a) the address of the company's registered office,(b) the type of company it is and its principal business activities,(c) the required particulars (see section 780) of—(i) the directors of the company, and(ii) in the case of a private company with a secretary or a public company, the secretary or joint secretaries.(d) if any company records are (in accordance with regulations under section 996 (rules about where certain company records to be kept available for inspection)) kept at a place other than the company's registered office, the address of that place and the records that are kept there.(2) The information as to the company's type must be given by reference to the classification scheme prescribed for the purposes of this section.(3) The information as to the company's principal business activities may be given by reference to one or more categories of any prescribed system of classifying business activities.(4) In this Part "return period", in relation to an annual return, means the period beginning immediately after the anniversary of incorporation 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 next anniversary of incorporation.
780. Required particulars of directors and secretaries(1) For the purposes of section 779(1)(c) the required particulars of a director are—(a) where the director is an individual, the particulars required by section 154 to be entered in the register of directors (subject to subsection (2) below), and(b) where the director is a body corporate or a firm that is a legal person under the law by which it is governed, the particulars required by section 155 to be entered in the register of directors.(2) The former name of a director who is an individual is a required particular in relation to an annual return only if the director was known by the name for business purposes during the return period.(3) For the purposes of section 779(1)(c)(ii) the required particulars of a secretary are—(a) where a secretary is an individual, the particulars required by section 294 to be entered in the register of secretaries (subject to subsection (4) below), and(b) where a secretary is a body corporate or a firm that is a legal person under the law by which it is governed, the particulars required by section 295 (1) to be entered in the register of secretaries.(4) The former name of a secretary who is an individual is a required particular in relation to an annual return only if the secretary was known by the name for business purposes during the return period.(5) Where all the partners in a firm are joint secretaries, the required particulars are the particulars that would be required to be entered in the register of secretaries if the firm were a legal person and the firm had been appointed secretary.
781. Contents of annual return: information about shares and share capital(1) The annual return of a company having a share capital must also contain the following information.(2) The return must contain a statement of capital.(3) The statement of capital must state with respect to the company's share capital at the date to which the return is made up—(a) the total number of shares of the company,(b) the aggregate value of those shares,(c) for each class of shares—(i) the voting rights attached to the shares,(ii) the total number of shares of that class, and(iii) the aggregate value of shares of that class, and(d) the amount paid up and the amount (if any) unpaid on each share.(4) If any of the company's shares were shares admitted to trading, the annual return must also state whether any of the company's shares were, at any time during the return period, shares admitted to trading on a recognised investment exchange, and state the name of each exchange.
782. Contents of annual return: information about shareholders(1) The return must contain the name (as it appears in the company's register of members) of every person who was a member of the company at any time during the return period. The return must conform to the following requirements for the purpose of enabling the entries relating to any given person to be easily found—(a) the entries must be listed in alphabetical order by name, or(b) the return must have annexed to it an index that is sufficient to enable the name of the person in question to be easily found.(2) The return must also state—(a) the number of shares of each class held at the end of the date to which the return is made up by each person who was a member of the company at that time,(b) the number of shares of each class transferred during the return period by or to each person who was a member of the company at any time during that period, and(c) the dates of registration of those transfers.(3) If either of the two immediately preceding returns has given the full particulars required by subsections (1) and (2), the return need only give such particulars as relate—(a) to persons who became, or ceased to be, members during the return period, and(b) to shares transferred during that period.
783. Failure to deliver annual return(1) If a company fails to deliver an annual return before the end of the period of 28 days after a return date, an offence is committed by—(a) the company,(b) subject to subsection (4)—(i) every director of the company, and(ii) in the case of a private company with a secretary or a public company, every secretary of the company,(c) every other officer of the company who is in default.For this purpose a shadow director is treated as a director.(2) A person who commits a contravention of subsection (1) is liable to a level 2 fine.(3) The contravention continues until such time as an annual return made up to that return date is delivered by the company to the Registrar.(4) It is a defence for a director or secretary charged with an offence under subsection (1)(b) to prove that he took all reasonable steps to avoid the commission or continuation of the offence.(5) In the case of continued contravention, an offence is also committed by every officer of the company who did not commit an offence under subsection (1) in relation to the initial contravention but is in default in relation to the continued contravention.
A person who commits a contravention of this subsection is liable is liable to a level 2 fine.