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Annual Return


An annual return is a snapshot of general information about a company's directors, secretary (where one has been appointed), registered office address, shareholders and share capital.

Glossary of terms

In this chapter, 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 Parliament 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.
Completing an annual return

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 also file certain documents in Welsh using our WebFiling service.

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

Every company must deliver an annual return to Companies House at least once every 12 months. The company's director(s) and the secretary (where applicable), are responsible for ensuring that they deliver the annual return to Companies House within 28 days after the anniversary of incorporation of a company or of the anniversary of the made-up date of the last annual return.

If you do not deliver the company’s annual return, the Registrar might assume that the company is no longer carrying on business or in operation and take steps to strike it from the register.

Remember: It is a criminal offence not to deliver the company's annual return within 28 days of the made-up date, for which Companies House may prosecute the company and its officers.

2. What is an annual return?

An annual return is a snapshot of certain company information at the made-up date (see question 3). It is a separate document from a company's annual accounts. An annual return must contain the following information:

the name of the company;
its registered number;
the date to which the annual return is made-up (the made-up date);
the principal business activities of the company (see Principal Business Activities)
the type of company it is, for example, private or public;
the registered office address of the company;
the address (single alternate inspection location - SAIL) where the company keeps certain company records, if not at the registered office, and those records held there;
the details of the company secretary (corporate or individual), where applicable; and
the details of all the company's directors (corporate or individual).
If the company has share capital, the annual return must also contain:

a marker to indicate whether the company was a ‘Traded company’ at any time during the return period;
a statement of capital; and
details of the shareholders.


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 can 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 and cheapest option.

However, if you do not have the facility to file online you can download a blank form AR01 of the annual return or order a blank paper copy form via our Contact Centre on 0303 1234 500.

5. Completing the annual return Form AR01

Generally, the details on the annual return should confirm the company information already held on the Companies House public record at the made-up date. However the annual return must include details of any transfers of shares which have taken place during the year. You can also update your company’s principal business activities.

To change any other information, you must deliver the relevant document along with your annual return:

change of registered office address - AD01;
appointment of company director or secretary - AP01, AP02, AP03 or AP04;
change of details, for example, the address of a company director or secretary- CH01, CH02, CH03 or CH04;
termination of appointment of a company director or secretary - TM01 or TM02;
notification or change of address where the company records are kept available for inspection - AD02;
notification of company records held at alternate address or their returning to the registered office address - AD03 or AD04;
allotment of new shares - SH01;
change to the company's total share capital. (See question 6)
You can do this via our Software Filing or WebFiling services or by sending the relevant paper forms.

Companies House will reject your annual return if it does not include the required information. However, where the information is completed but does not match our records, we may choose to accept the annual return but mark it as inconsistent with the public register. For further information, please see our guide on ‘Registrar's Rules and Powers’.

Proof is the Registrar’s PROOF (PROtected On-line Filing) Scheme. It provides additional security relating to the delivery of directors details and registered office address for documents delivered electronically:

Company directors hold an important position in a company. They have power to make purchases and enter into credit arrangements on behalf of the company. Similarly, the registered office address is important because it is the address to which all official communications will be sent.

Records held at Companies House are sometimes used to check the legitimacy of a company and its directors before credit or loans are made. Therefore it is important that the records are correct. Companies are vulnerable to fraud if the wrong people get themselves on record as company directors or a bogus registered office address is filed.

In order to combat fraudsters posing as legitimate directors, Companies House offers companies a free, fully electronic and secure system for notifying changes of directors and changes to the registered office address. If you opt to only notify these electronically, they will be protected by electronic codes and we will not accept notices from your company delivered in any other format.

You can opt into the scheme electronically, using the company authentication code to gain access to the appropriate web pages of our WebFiling service. Before opting in you must also agree to the terms and conditions of the scheme so that any change of directors or change of registered office address are only accepted by Companies House if they are delivered by the secure electronic method and never on a paper form.

The terms and conditions are available from our web site or by calling 0303 123 4500. This service is voluntary; you may opt-out at any time and Companies House will revert to accepting notices from your company delivered electronically or on paper forms.

6. What information does Companies House require about share capital?

Every company with a share capital must complete a statement of capital as part of the annual return. This includes:

a) The total number of shares of the company;
b) The aggregate nominal value of the shares;
c) For each class of shares:
The voting rights attached to the shares
The total number of shares of that class; and
The aggregate nominal value of shares of that class, and
d) The amount paid up and the amount (if any) unpaid on each share (whether on account of the nominal value of the share or by way of premium).

If a company has converted shares into stock, it must give the corresponding information in relation to that stock, stating the amount of stock instead of the number and nominal value of the shares.

7. When should I list all the company shareholders?

A private company or a non-traded public company with share capital must provide a 'full list' of all 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 any changes to shareholder information that have taken place during that year - that is, shares transferred and details of people who have become or ceased to be shareholders.

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

A 'full list' of shareholders for private and non-traded public companies must contain the following information about each shareholding:

the name of the shareholder (or joint-shareholders) at the made-up date;
the name of every shareholder (or joint-shareholders) 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).
If you are a private or non-traded public company that submits a paper annual return you must only complete Section G3 of the annual return with your shareholder details. You must not give shareholder addresses or the form will be returned to you.

Any joint shareholder details should be listed consecutively.

You must always deliver both Sections G3 & G4.

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

A traded public company must only provide a list of all the shareholders (or joint-shareholders) who held at least 5% of the issued shares of any class during the period covered by the return. The list must contain the following information about each of these shareholdings:

the name and address of the shareholder (or joint-shareholders);
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.


10. What if a public company has a class of shares that is traded on a regulated market and a class of shares that are not?

If any shares are traded on a regulated market during the period of the annual return then you must tick the “traded” box. On paper annual returns you must complete Schedule B for all share classes, whether or not that share class is traded.

11. What does a traded public company show for shareholders who hold less than 5%?

You must not give any details of shareholders that hold or continue to hold less than 5% of any issued share class at all times during the return period.

12. Are there other ways of providing shareholder details?

Companies that file paper annual returns may provide shareholder information on a CD-ROM if the list is 50 pages or more. 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 on a CD-ROM, please see the rules on our website for further information.

13. Is there a fee for filing the annual return?

Yes. There is an annual document-processing fee of £30 for paper documents 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.