Changes to the Annual Return requirements (1985 Act)
For Annual Returns with a made up date on or after 1st October 2008

Sections 116-119 of the Companies Act 2006 were brought into force in October 2007 which allowed companies to restrict access to their register of members.  To facilitate this, annual returns made up to a date on or after 1st October 2008 will contain reduced information on the company's shareholders.  The information provided on the annual return will depend on whether or not the company has any of its shares admitted to trading on a regulated market (traded company). Private and non-traded public companies are only required to provide names of shareholders, not addresses. Traded public companies are required to provide names and addresses for those shareholders holding at least 5% or more of any share class.

Why is the annual return form changing?
The form has changed so only the appropriate shareholder details need to be completed depending on whether or not the company is a traded public company.  This means that no company is required to include the addresses of all its shareholders. A specimen copy of the Annual Return is available by clicking here.

Can I use the new annual return form if the made up date of my return is before 1 October 2008?
No the legislation only applies to annual returns to a made up date on or after 1 October 2008.  You must continue to use the current versions of the annual return form for any annual return made up to a date prior to 1 October 2008 irrespective of when it is filed.

What is a traded public company?
A traded public company is one any of whose shares have been admitted to trading on a regulated market (AIM is not a regulated market see www.londonstockexchange.com). A private company would not have any shares admitted to trading on a regulated market unless the company was previously a traded public company.

Why do traded public companies have to make the extra disclosure?
Traded public companies are subject to the shareholding disclosure regime of the Transparency Obligations Directive (2004/109/EC).  These companies are required to notify the Financial Services Authority when certain proportions, starting at 5%, of the total voting rights of any class of its shares is held by a shareholder.  Further information can be found on the Financial Services Authority web site www.fsa.gov.uk/pages/index.shtml

Are any traded public companies exempt from this disclosure?
Public companies that trade on AIM are not subject to the Transparency Obligations Directive so do not need to disclose their shareholder’s addresses.  They should complete the annual return as a non-traded public company showing their shareholder details in schedule A.

Does this only apply to public companies traded on a UK regulated market?
No.  A regulated market means a market which appears on the list drawn up by an EEA State pursuant to Article 47 of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments.

What happens if the public company has shares traded on a regulated market and shares that are not, do both schedules have to be completed?
No only schedule B.  If any shares are traded on a regulated market during the period of the annual return then the “traded” box must be ticked and schedule B completed for all share classes, whether or not that share class is traded.

What does a traded public company show for shareholders who hold less than 5%?
No details are required for shareholders that hold or continue to hold less than 5% of any issued share class.

What will happen if a private or non-traded public company enters shareholders addresses on the annual return?
Annual returns for these companies will be rejected for the extra information to be removed.  However, our WebFiling system will not allow shareholder’s addresses to be entered for private or non-traded public companies.

Why can I not choose to file the extra shareholder information?
The annual return is placed on the public record.  This means that it must not include any information about shareholders that is not required by statute; otherwise the annual return would be in breach of the Data Protection Act.

Will members or shareholders’ addresses still be available from Companies House?
Where addresses have been provided to Companies House as part of the annual return of a traded public company these will still be made available to the public. We will reject any annual returns that contain shareholders addresses if the company is not a traded company.

Will it be possible for a company to take advantage of this before their next annual return is due?
Yes, a company may simply submit an annual return made up to a date on or after 1st October 2008 in order to take advantage of the reduced disclosure requirements.  A company can make its annual return up to any date it chooses, as long as it isn’t later than the anniversary of the previous annual return (or the date of incorporation in the case of a company’s first annual return).

What if a company that submits an earlier annual return wants to restore its cycle by submitting another annual return on its original due date?
The company will be able to restore its cycle at anytime but any annual return made up to date before 1st October 2008 will be under the current requirements. This means that for a company with share capital, it will have to include the names and addresses of every member (or of all those ceasing to be or becoming members since the last return).