Annual Return – Companies House form AR01
An annual return is a snapshot of general information about a company’s directors and secretary, if appointed, registered office address, shareholders and share capital.
We can provide a company secretarial service to ensure that your company’s statutory requirements are fulfilled. This service includes the filing of your company annual returns.
Completing an Annual Return
Every company must deliver an annual return to Companies House within 28 days of its made-up date. Company directors 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 of the company at the made-up date.
Annual Return AR01
An annual return is a snapshot of certain company information at the made-up date. 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, 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
And if the company has share capital, the annual return must also contain:
- The nominal value of total issued share capital
- Names of shareholders and the number and type of shares they hold, or transfer details from one shareholder to another
In some cases there may be information on related undertakings annexed to the annual return.
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. There is an annual document-processing fee which is payable when the annual return is filed.
Completing Annual Return Form AR01
The annual return can be used to notify changes to:
- The company’s registered office
- The address at which the company’s register of members is kept
- The address at which the company’s register of debenture holders is kept
- The principal business activities of the company
- The details, changes, of the usual residential address, of any company secretary or director
- The date a company officer resigned
However, do not use the annual return Form AR01 for:
- The appointment of a new company officer
- Any change in a company’s total nominal capital
- The allotment of new shares
Information Companies House requires 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 companies with share capital 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
The total nominal value of the shares is the total nominal or face value of the shares excluding any premium.
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 SH02: Notification of consolidation, division, sub-division, redemption or cancellation of shares, or conversion or re-conversion of stock into shares
- Notification of increase in nominal capital
- Form SH09: Notification of rights to allotted shares that are not stated in the company’s memorandum or articles
- Form SH10: Notification of variation of rights to allotted shares that are not stated in the company’s memorandum or articles
- Form SH04: Notification of assigning a new name to any class of share other than by amendment of the company’s memorandum or articles
- Form SH03: Return by company purchasing its own shares.
When do I have to list all company members?
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 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
A company may issue additional shares provided that Companies House is or has been notified of the allotment of the shares on Form SH01.
Annual Returns – AR01
Every company must deliver an annual return to Companies House at least once every 12 months. It has 28 days from the date to which the return is made up to do this.
To help you meet this filing requirement we will send a letter to the company’s registered office 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 option.
If you file the annual return late or not at all, the company officers can be prosecuted.
Please note that annual returns are quite separate from annual accounts.
Change of accounting reference date – Form AA01
Every company has an accounting reference date, which is the date to which the company’s accounts are prepared each year. This date can be changed using Form AA01.
Change of registered office – Form AD01
It is vital that you keep us informed of the location of your registered office. All formal communications are sent there.
Every company must have a registered office: it is the ‘home’ of the company to which all official documents, notices and court papers have to be sent by law. The address must be a physical location, not just a post office box. This is because people have the right to visit your office to inspect certain registers and documents, and to deliver documents by hand.
You can change your registered office address by sending a completed Form AD01 to the Registrar. The change becomes legally effective only when we have registered the form.
Change of directors and secretary and their details
- Form AP01 is used for the appointment of an officer.
- Form TM01 is used for an officer ceasing to act – resignation, removal, death etc.
- Form CH01 is used for a change in details of an officer, for example, a change of name or new residential address.