News

January 29, 2010

New rules for company annual returns

New company law in force means company officers and their advisers now need to supply more information when filing annual returns for companies limited by shares at Companies House.

First, each director's country or place of residence must now be specified – for example, 'United Kingdom'. (This does not amount to a change in the director's particulars, so it is not necessary to also file a 'Change of Director's Details' form.)

Second, annual returns now contain a statement of capital – a 'snapshot' of the company's share structure at the date of the return. A new requirement is to state the amount of money payable on each share over and above its nominal or face value – that is, the premium payable on it. This can be a problem if a company has issued shares at different times, with a different premium payable on each issue. If in doubt, seek professional advice.

Third, annual returns must now contain details of voting rights, dividend rights, rights on a winding up and whether any shares are redeemable (effectively, whether they can be cashed in and the share capital returned to the owners of the shares, at the option of either the company or the shareholder).

Companies House will not accept references to the company's articles or previous share issues for these details. For example, 'please see the Articles of Association for the rights', 'rights as set out in the Articles', 'share rights are the same as those already in issue', 'not applicable' and 'pari passu' are all unacceptable wording.

• Download updated guidance on a company's annual requirements from the Companies House website

Operative date

• Immediate