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faq Guidance & FAQs FAQs: Company Formation FAQs: Company Names FAQs: Business Names FAQs: Administration & Management FAQs: Annual Return FAQs: Accounting Reference Dates FAQs: Role of a Company Auditor FAQs: Late Filing Penalties FAQs: Dormant Companies FAQs: LLPs Formation and Names FAQs: LLP Management FAQs: Oversea Companies

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INTRODUCTION

This section 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.

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. A company's director(s) and secretary are responsible for ensuring that the annual return:

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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. 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.

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. 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: 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.

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.

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.

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 Companies House about:

The appointment of a new company officer, for this use Form 288a. Any change in a company's total nominal capital. The allotment of new shares by a company use Form 88(2).

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).