Companies House

 
 

Annual Return

File your annual return online

What is an annual return?

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.  For further information see our guide on the Annual Return.

Which companies must send an annual return to Companies House?

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 the Annual Return is filed on time.

The annual return must be delivered to Companies House within 28 days of:

  • the anniversary of incorporation of a company, or
  • the anniversary of the made-up date of the last annual return.

Where can I get an annual return?

Companies House will send a letter to each company’s registered office to remind them when their 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 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 or order a blank paper copy form via our Contact Centre on 0303 1234 500.

What is the return period?

"return period" , in relation to an annual return, means the period beginning immediately after the date to which the last return was made up (or, in the case of the first return, with the incorporation of the company) and ending with the date to which the return is made up.

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.

Why did the Annual Return change in 2011?

Due to amendments to regulations there are different requirements regarding shareholder details and principal business activities (SIC codes) for an annual return with a made-up date of 30/09/2011 or earlier and an annual return with a made-up date of 1/10/2011 or later.

For further information about these changes see our guide on the Annual Return.

What information does Companies House require about share capital?

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.  

How often do you require a full list of members (shareholders) on the return / AR01?

A full list of members (shareholders) is required on:

  • the first annual return following incorporation;
  • every third annual return after it has provided a full list.

The intervening 2 annual returns need only report changes to shareholder information that have taken place during that year.

Are there alternative ways of providing shareholder details?

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, or companies whose shares have not been admitted to trading on a relevant market but 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 our website for further information.

What do the terms non-traded company, traded company, and regulated market mean?

For returns made up to 30 September 2011 or earlier:

  • "Non – traded company " means a company none of whose shares are shares admitted to trading on a regulated market;
  • "Traded company" means a company any of whose shares are shares admitted to trading on a regulated market;
  • "regulated" means a market which appears on the list drawn up by an EEA State pursuant to Article 47 of Directive 2004/39EC of the European Parliament and the Council of 21 April 2004 on markets in the financial instruments

What do the terms relevant market, PLUS- listed market, PLUS quoted, and AIM mean?

For returns made up to 1 October 2011 or later:

  • "Relevant Market" is one of the current UK recognized investment exchanges and regulated markets found on the FCA website.
  • "PLUS-listed market" is a regulated market.
  • "PLUS-quoted " and "AIM" are both ‘markets established under the rules of a UK recognised investment exchange’. AIM is established under the rules of the London Stock Exchange; PLUS- quoted is established under the rules of Plus Stock Exchange Plc.

What is DTR5?

"DTR5" Is the Vote Holder and Issuer Notification Rules contained in Chapter 5 of the Disclosure and Transparency Rules source book issued by the Financial Services Authority.

  • "SIC 2007" is the UK Standard Industrial Classification of Economic Activities, together with three additional codes, this is the scheme prescribed for use when describing a company’s Principal Business Activities

What is a "SIC" code?

SIC stands for ‘standard industrial classification’; they are the codes by which the nature of a company’s business can be identified.  There are several generic codes that can be used if a more specific code is not listed i.e. "other business activities".

When filing an Annual Return you may use up to 4 codes to identify the nature of your business. You do not have to be exact and can write a description if you can't find a code.

In 2011 Companies House moved from using the 4 digit SIC 2003 codes to the 5 digit SIC 2007 codes.  A list of both types of codes, along with a conversion table, can be found on our website.

Is there a fee for filing the annual return?

Yes. There is an annual document-processing fee of £40 for paper documents or £14 for users of our 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.

Where can I find more information on the Annual Return?

For further information see our guide on the Annual Return.

Companies House
WebFiling Demo Videos
See how easy it is to use WebFiling
to submit your documents...
Back to top
Cookie Policy