Contents
| Introduction |
| 1.
Completing an
annual return |
| 2.
Further information |
This
is a guide only
and should be
read with the
relevant legislation.
|
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to top
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:
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.
|
2. What
is an annual return
(Form 363)?
An annual return
is a snapshot of
certain company
information at the
made-up date (see
question 3). It
is separate from
a company's annual
accounts. An annual
return must contain
the following information:
- 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).
And
if the company has
share capital, the
annual return must
also contain:
Note:
Share capital requirements
are explained in
questions 8 to 11
below.
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.
When must the annual
return be delivered
to Companies House?
All annual returns
must be delivered
to Companies House
within 28 days of
the made-up date
given on the form.
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:
Cardiff:
0870 3333636
If the company
is registered
in England
or Wales.
|
Edinburgh:
0131 535
5869
If the company
is registered
in Scotland.
|
6. Completing
the shuttle annual
return Form 363s
Follow the instructions
on the covering letter
and on the form, and
use the form to tell
us about any changes
to:
- 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.
However, do not use
the shuttle annual
return Form 363s to
tell us about:
- 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).
Note:
Share capital requirements
are explained in
questions 8-11 below.
7. Completing
the annual return
Form 363a
As an alternative
to the shuttle annual
return, you can
use the annual return
Form 363a. This
form does not include
any pre-printed
company information.
It is normally completed
by companies who
use secretarial
software packages.
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. The
details you should
give are stated
under question 2
of this guide. 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.)
Note: Share capital
requirements are explained
in questions 8-11.
We
will not
register
an annual
return Form
363a if
it shows
information
that differs
from the
public record
unless we
have been
notified
of the change
on the appropriate
statutory
form.
|
8. What
information does
Companies House
require about share
capital?
This applies
to every company
with a share capital.
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.
For most companies
with share capital,
the shuttle annual
return (Form 363s)
will include pre-printed
information about
the company's total
issued share capital.
If the information
is not pre-printed
or if you use Form
363a, 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;
- 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.
9. How do
I tell Companies
House if the share
capital details
are incorrect?
If a company has
changed its share
capital by:
- altering its
structure; and/or
- increasing its
total nominal
value;
then you must complete
and send one or more
of the following forms
to Companies House
with the annual return:
-
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.
*
A copy of the appropriate
company resolution
authorising the
change is also required.
If you need further
information about
the circumstances
in which you should
send these forms
(and others) to
Companies House,
telephone:
Cardiff:
0870 3333636
If the company
is registered
in England
or Wales.
|
Edinburgh:
0131 535
5869
If the company
is registered
in Scotland.
|
10. When
do I have to list
all company members?
Whichever type of
annual return form
is used, a company
with share capital
must provide a 'full
list' of all its
members on:
- its first annual
return following
incorporation;
- 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 - that is,shares
transferred and
particulars relating
to shareholders
who have become
members or ceased
to be members.
A 'full list' annual
return must contain
the following information
about a company's
shareholders:
- 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).
On
a shuttle annual
return Form 363s,
Companies House
will pre-print the
individual shareholder
information where
the details are
available and if
a company has 20
or fewer shareholders.
Use the space provided
alongside the details
of each shareholder
to make any necessary
amendments to the
information.
Remember:
A company may issue
additional shares
provided that Companies
House is or has
been notified of
the allotment of
the shares on Form
88(2).
11. Are
there other ways
of providing individual
shareholder details?
By prior arrangement,
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.
If you wish to supply
the list of a company's
members in a format
other than on the
schedules provided,
please telephone:
Cardiff:
0870 3333636
If the company
is registered
in England
or Wales.
|
Edinburgh:
0131
535 5869
If the company
is registered
in Scotland.
|
Tip:
Companies with a
large number of
shareholders may
find it more convenient
to provide a full
list of members
with each annual
return.
Back
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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:
For
companies
incorporated
in
England &
Wales: |
For
companies
incorporated
in
Scotland: |
The
Registrar of
Companies
Companies House
Crown Way
Cardiff CF14
3UZ
DX33050 Cardiff
|
The
Registrar of
Companies
Companies House
37 Castle Terrace
Edinburgh EH1
2EB
DX ED235 Edinburgh
1 |
We will only acknowledge
receipt of documents
at Companies if you
provide a stamped
addressed envelope.
Please
note: Companies
House does
not accept
accounts or
any other
statutory
documents
by fax. |
2. Where
do I get forms and
guidance booklets?
This is one of a
series of Companies
House booklets which
provide a simple
guide to the Companies
Act.
Statutory forms
and guidance booklets
are available, free
of charge from Companies
House. The quickest
way to get them
is through this
website or by telephoning
0870 3333636.
If you prefer you
can write to our
stationery sections
in Cardiff or Edinburgh.
Forms can also be
obtained from legal
stationers, accountants,
solicitors and company
formation agents
- addresses in business
phone books.
Principal
Business Activities
This
classification
is based on
the UK Standard
Industrial Classification
(SIC 03) Codes
including sub-class
revisions effective
from 1 January
2003 |
| Trade
Code |
Group
A - Agriculture,
Hunting and
Forestry |
| 0111 |
Grow cereals
& other
crops |
| 0112 |
Grow vegetables
& nursery
products |
| 0113 |
Grow fruit,
nuts, beverage
& spice
crops |
| 0121 |
Farming of
cattle, dairy
farming |
| 0122 |
Farm sheep,
goats, horses,
etc. |
| 0123 |
Farming of
swine |
| 0124 |
Farming of
poultry |
| 0125 |
Other farming
of animals |
| 0130 |
Crops combined
with animals,
mixed farms |
| 0141 |
Agricultural
service activities |
| 0142 |
Animal husbandry
services, not
vets |
| 0150 |
Hunting and
game rearing
inc. services |
| 0201 |
Forestry &
logging |
| 0202 |
Forestry &
logging related
services |
| Trade
Code |
Group
B - Fishing |
| 0501 |
Fishing |
| 0502 |
Operation
of fish hatcheries
& farms |
| Trade
Code |
Group
C - Mining &
Quarrying |
| |
CA
Mining &
Quarrying Energy
Materials |
| 1010 |
Mining and
agglomeration
of hard coal |
| 1020 |
Mining and
agglomeration
of lignite |
| 1030 |
Extraction
and agglomeration
of peat |
| 1110 |
Extraction
of petroleum
& natural
gas |
| 1120 |
Services to
oil and gas
extraction |
| 1200 |
Mining of
uranium &
thorium ores |
| |
CB
Mine & Quarry,
Not Energy Materials |
| 1310 |
Mining of
iron ores |
| 1320 |
Mining of
non-ferrous
metal ores |
| 1411 |
Quarrying
of stone for
construction |
| 1412 |
Quarry of
limestone, gypsum
& chalk |
| 1413 |
Quarrying
of slate |
| 1421 |
Operation
of gravel and
sand pits |
| 1422 |
Mining of
clays and kaolin |
| 1430 |
Mine chemical
& fertilizer
minerals |
| 1440 |
Production
of salt |
| 1450 |
Other mining
and quarrying |
| Trade
Code |
Group
D - Manufacturing |
| |
DA
Manufacture
of Food; Beverages
& Tobacco |
| 1511 |
Production
and preserving
of meat |
| 1512 |
Production
& preserve
poultry meat |
| 1513 |
Production
meat & poultry
products |
| 1520 |
Process &
preserve fish
& products |
| 1531 |
Processing
& preserve
potatoes |
| 1532 |
Manufacture
of fruit &
vegetable juice |
| 1533 |
Process etc.
fruit, vegetables |
| 1541 |
Manufacture
of crude oils
and fats |
| 1542 |
Manufacture
of refined oils
& fats |
| 1543 |
Manufacture
margarine &
similar edible
fats |
| 1551 |
Operation
dairies &
cheese making |
| 1552 |
Manufacture
of ice cream |
| 1561 |
Manufacture
of grain mill
products |
| 1562 |
Manufacture
of starches
& starch
products |
| 1571 |
Manufacture
of prepared
farm animal
feeds |
| 1572 |
Manufacture
of prepared
pet foods |
| 1581 |
Manufacture
of bread, fresh
pastry &
cakes |
| 1582 |
Manufacture
biscuits, preserved
pastry etc. |
| 1583 |
Manufacture
of sugar |
| 1584 |
Manufacture
cocoa, chocolate,
confectionery |
| 1585 |
Manufacture
macaroni &
similar farinaceous |
| 1586 |
Processing
of tea and coffee |
| 1587 |
Manufacture
of condiments
& seasonings |
| 1588 |
| 
