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Introduction

This booklet tells you about the annual return (Forms 363a or 363s) 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 secretary, registered office address, shareholders and share capital.

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

You will find the relevant law in the Companies Act 1985 (as amended in 1989 and later).

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CHAPTER 1
Completing an annual return

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

Every company must deliver an annual return to Companies House within 28 days of its made-up date (see question 3). A company's director(s) and 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.

• 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 certain company registers are kept 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;
• 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).

• the nominal value of total issued share capital;
• the names and addresses of shareholders and the number and type of shares they hold or transfer from other shareholders.

Note: Share capital requirements are explained in questions 8 to 11 below.

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.

All annual returns must be delivered 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 must be sent with the annual return. Make the cheque payable to 'Companies House' and write the company number on the reverse.

Please note: Currently we estimate that 5% of companies on the register are unable to use our WebFiling service. This includes companies that wish to file using Welsh. Companies House is presently working towards enabling these companies to file their returns electronically.

* applies to annual returns with a made-up date of 1 February 2005 or later.

5. Where do I get an annual return?

Companies House will send an annual return to the registered office address of every company about two weeks before the made-up date. This document is pre-printed with company information already held on the public record and most companies use this form to make their annual return. This form is known as the 'shuttle' annual return (Form 363s). Companies may also request a shuttle annual return at any time by telephoning Companies House on:

 

• the company's registered office;
• the address at which the company's register of members is kept (if applicable);
• the address at which the company's register of debenture holders (if any) is kept;
• the principal business activities of the company;
• the details; for example, change of the usual residential address, of any company secretary or director and, if the information has been pre-printed, of any shareholder;
• the date a company officer resigned.

• the appointment of a new company officer; for this use Form 288a;
• any change in a company's total nominal capital (see question 9);
• the allotment of new shares by a company use; Form 88(2).

• 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.)

• 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;
• the total nominal value of issued shares of that class at the date of the return.

• altering its structure; and/or
• increasing its total nominal value;

• Form 122: Notification of consolidation, division, sub-division, redemption or cancellation of shares, or conversion or re-conversion of stock into shares;
• Form 123: Notification of increase in nominal capital; *
• 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.

• its first annual return following incorporation;
• every third annual return after it has provided a full list.

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

Tip: Companies with a large number of shareholders may find it more convenient to provide a full list of members with each annual return.

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CHAPTER 2
Further information

1. How do I send information to the Registrar?

You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh.

You may also send documents by post or by the Hays Document Exchange service (DX). If you send documents, please address them to: