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Our company formation
service is not only fast and efficient but also cost
effective. There are a number of businesses offering
'low-cost' company formation but these are usually accountants
that require you to use their services following incorporation.
We use the latest
electronic filing methods to rapidly create your new
limited company.
Our systems are electronically linked
to Companies House in the UK and, depending on the time
the order is placed, all company documentation, including
the certificate of incorporation, transfers, share certificates,
minutes and company registers are forwarded to you within
a few hours.
Q. Which companies must send an annual return to Companies
House?
A.
Every company must deliver an annual return to Companies
House at least once every 12 months. The company's director(s)
and the secretary (where applicable), are responsible
for ensuring that they deliver the annual return to
Companies House within 28 days after the anniversary
of incorporation of a company or of the anniversary
of the made-up date of the last annual return.
If
you do not deliver the company’s annual return, the
Registrar might assume that the company is no longer
carrying on business or in operation and take steps
to strike it from the register.
Q. What is an Annual Return?
A.
An annual return is a snapshot of certain company information
at the made-up date. It is a separate document from
a company's annual accounts. An annual return must contain
the following information:
the
name of the company;
its registered number;
the date to which the annual return is made-up (the
made-up date);
the principal business activities of the company
the type of company it is, for example, private or public;
the registered office address of the company;
the address (single alternate inspection location -
SAIL) where the company keeps certain company records
if not at the registered office, and those records held
there;
the details of the company secretary (corporate or individual),
where applicable; and
the details of all the company's directors (corporate
or individual).
If
the company has share capital, the annual return must
also contain:
a
marker to indicate whether the company was a ‘Traded
company’ at any time during the return period;
a statement of capital; and
details of the shareholders.
Q.
What is the made up day?
A.
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.
Q.
Where can I get an annual return?
A.
Companies House will send a letter to your company’s
registered office to remind you when your annual return
is due. It advises on how to file the form electronically
by using the Companies House WebFiling services, as
this is the easiest and cheapest option.
However,
if you do not have the facility to file online you can
download a blank form AR01
of the annual return.
Q.
Completing the annual return Form AR01
A.
Generally, the details on the annual return should confirm
the company information already held on the Companies
House public record at the made-up date. However the
annual return must include details of any transfers
of shares which have taken place during the year. You
can also update your company’s principal business activities.
To
change any other information, you must deliver the relevant
document along with your annual return:
change
to the company's total share capital. (See Below)
You
can do this via Companies House Software Filing or WebFiling
services or by sending the relevant paper forms.
Companies
House will reject your annual return if it does not
include the required information. However, where the
information is completed but does not match their records,
they may choose to accept the annual return but mark
it as inconsistent with the public register. For further
information, please visit Companies
House Web Site
Q.
What information does Companies House require about
share capital?
A.
Every company with a share capital must complete a statement
of capital as part of the annual return. This includes:
a)
the total number of shares of the company;
b) the aggregate nominal value of the shares;
c) for each class of shares:
the
voting rights attached to the shares
the total number of shares of that class; and
the aggregate nominal value of shares of that class,
and
d)
the amount paid up and the amount (if any) unpaid on
each share (whether on account of the nominal value
of the share or by way of premium).
If
a company has converted shares into stock, it must give
the corresponding information in relation to that stock,
stating the amount of stock instead of the number and
nominal value of the shares.
Q.
When should I list all the company shareholders?
A.
A private company or a non-traded public company with
share capital must provide a 'full list' of all shareholders
on:
its
first annual return following incorporation; and
every third annual return after it has provided a full
list.
The
intervening two annual returns need only report any
changes to shareholder information that have taken place
during that year - that is, shares transferred and details
of people who have become or ceased to be shareholders.
Q.
What does a ‘full list’ of shareholders for a private
or non traded public company contain?
A.
A 'full list' of shareholders for private and non-traded
public companies must contain the following information
about each shareholding:
the
name of the shareholder (or joint-shareholders) at the
made-up date;
the name of every shareholder (or joint-shareholders)
who has ceased to be a shareholder 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 shareholder
of the company at the made-up date of the annual return;
and
the date of registration and the number of shares of
each class transferred by each shareholder or past shareholder
since the made-up date of the previous annual return
(or in the case of a first return, since the incorporation
of the company).
If
you are a private or non-traded public company that
submits a paper annual return you must only complete
Section G3 of the annual return with your shareholder
details. You must not give shareholder addresses or
the form will be returned to you.
Any
joint shareholder details should be listed consecutively.
You
must always deliver both Sections G3 & G4.
Q.
What does a list of shareholders for a traded public
company contain?
A.
A traded public company must only provide a list of
all the shareholders (or joint-shareholders) who held
at least 5% of the issued shares of any class during
the period covered by the return. The list must contain
the following information about each of these shareholdings:
the
name and address of the shareholder (or joint-shareholders);
the number of shares of each class held at the made-up
date of the annual return;
the date of registration and the number of shares of
each class transferred by the shareholder during the
period covered by the return; and
the date of registration and the number of shares of
each class transferred to the shareholder during the
period covered by the return.
Q.
What if a public company has a class of shares that
is traded on a regulated market and a class of shares
that are not?
A.
If any shares are traded on a regulated market during
the period of the annual return then you must tick the
“traded” box. On paper annual returns you must complete
Schedule B for all share classes, whether or not that
share class is traded.
Q.
What does a traded public company show for shareholders
who hold less than 5%?
A.
You must not give any details of shareholders that hold
or continue to hold less than 5% of any issued share
class at all times during the return period.
Q.
Are there other ways of providing shareholder details?
A.
Companies that file paper annual returns may provide
shareholder information on a CD-ROM if the list is 50
pages or more. Private companies and non-traded public
companies with a large number of shareholders may find
it more convenient to provide a full list of shareholders
with each annual return – but the list must not include
the shareholders’ addresses.
If
you wish to supply the list of a company's shareholders
on a CD-ROM, please see the registrar’s rules on the
Companies
House web site for further information.
Q.
Is there a fee for filing the annual return?
A.
Yes. There is an annual document-processing fee of £30
for paper documents or £15 for users of the Companies
House Software Filing or WebFiling services which is
payable when you file the annual return. Companies that
file a paper annual return should make the cheque payable
to 'Companies House' and write the company number on
the reverse.
