A company’s Annual Return represents a definitive snapshot of its current information and serves as a checking feature for incorporated businesses to update and verify that the particulars displayed on records at Companies House consistent with its own statutory records.
Every UK Company and Limited Liability Partnership is legally required to prepare and submit to Companies House an annual return form once a year covering each year starting from the first anniversary date of initial registration.
The Importance of an Annual return UK Companies and Limited Liability Partnerships have 28 days from the anniversary of their incorporation (and yearly thereafter) to submit the return.
Whilst Companies House do send postal reminders to each company’s registered office approximately one month prior to the anniversary it is always advisable to have a private alert mechanism within the company to ensure that the documents is filed on time.
Failure to submit an Annual Return will eventually result in the dissolution of the company in question and might also result in fines being imposed of up to £5000. Even in the event that the company is subsequently undergoes an administrative restoration it would still need to bring up to date any Annual Returns which were due in the intervening period.
The options for delivering an Annual Return generally include both the paper and online AR01 forms. Where a company has registered for the Companies House Webfiling and continued on to join the Proof Scheme the paper version of this form will not be accepted.
The only remaining option for Proof Scheme members who have opted for this security measure is to file the documents online.
Ensuring Annual Return Information is Current
It is required by law that every UK Company maintains a set of statutory books; commonly represented in the form of a statutory company register. It is always advisable to keep these records up to date so that they mirror the current appointments, allotments and changes which might take place within a company over time.
When completing the Annual Return AR01 form the statutory company register can act as a verification tool and highlight any absent and altered data which has not yet been transmitted to Companies House via the form AD01, form AP01, TM01 or other relevant Companies House Forms and documents.
Any statutory changes made by to company during a particular Annual Return period can be notified to Companies House in one of two ways, primarily depending on whether a paper AR01 is being submitted or whether the online option has been selected.
The general rule for downloaded PDF Annual Returns is that any changes made to the company must be notified to Companies House beforehand or at least accompany the AR01 form at the time is being submitted.
The paper AR01 document is not in itself an opportunity to inform Companies House of alterations that might have taken place. Should the data contained on the Annual Return not coincide with the standing information currently displayed by the Registrar of Companies on the company’s record, the Return will be rejected.
For example there has been a change of the company’s registered office address, in addition to sending in the AR01 form the preparer would have to complete and attach the AD01 change of registered office address instrument.
Completion of the Annual Return online provides greater flexibility in terms of alerting Companies House of changed information. Occasionally, alterations which have taken place can be entered on the form replacing the old data without the need to include additional documentation to support the change.
One exception to the above rule relates to the issue of new or the creation of multiple classes of shares. In these instances the Form SH01 is required either before or subsequent to the submission of the online AR01 form.
Annual Return Tool Kit
You must have the following information available in order to submit your return form:
- Company Name and Company Number
- Company type – Limited company or Limited liability partnership
- Registered office details
- Location of company statutory records
- Director and Secretary Details (If changed in the period)
- Statement of Capital Information together with all information relating to the rights
attached to the various classes of shares.
- The Cost of Filing an Annual Return Complete Formations provide a fully supported online
- Annual Return submission facility from our highly praised Company Admin area. Whilst most of the features contained in this area are completely free, the AR01 filing facility does carry a charge of £24.99 which includes the Companies House submission fee.
To file your annual return online directly through Companies House it is £14 and for the paper form it is £40.
Step by step Guide for Completing the AR01 Annual Return Form
Company name and number:
Principal Business Activity and SIC Code:
Enter the company name exactly as it is currently registered. The company number is available on the Certificate of Incorporation, In the Complete Formations Company Administration area or on the Companies House WebCheck Service.
The next step is to specify the nature of your business activity or activities by selecting the appropriate Standard Industrial Classification number also known as a SIC code
. SIC codes are used in order for Companies House to identify the main area(s) operations of your business.
From the list of SIC codes the applicant should locate the title of business activity that is most suitable and then retrieve the corresponding code.
For example: Your Company may operate in transport, delivering goods. In this case you would search for ‘Transport’. Under this title you will find different businesses that relate to this operation- Food Transport, Goods Transport etc, each accompanied by a four digit code.
Irrespective of any future intended company operations, if the company in question has been dormant for the year to which to Annual Return AR01 form is being made up to, the relevant SIC code would simply be the dormant code.
There might be situations where there is difficulty in specifying the nature of your business with one of the codes available from the list provided by Companies House.
In such instances the section below should be utilised for you to record in your own writing, the principal activities of your company; it is important that the description is as specific as possible.
This section covers the legal status of the company; whether it be a private limited company or a PLC. The exact type of company will be contained on the company’s incorporation certificate.
Registered office address
The registered office address is the company official statutory residence and as such must be completed in full.
Any prior changes to the company's address must be communicated to Companies House by submitting the supporting AD01 form.
The SAIL (Single Alternative Inspection Location) address is a distinct and different location which the company has chosen to have its statutory records stored. The SAIL address section of the AR01 form is only applicable to companies which have opted to keep their company records at a different location to their stated registered office address.
Location of Company Records:
Where a company’s statutory records are kept at a SAIL address, the Annual Return documents request further information regarding the exact type and nature documents kept there.
This is to cover the eventuality of certain records being stored at one location and others at the registered office address. The list of possible documents which could be kept at either facility cover all of those which might apply to the different types of company; therefore it is quite conceivable that some of the options will not be applicable to the specific kind of company for which the Annual Return AR01 documents is being completed for.
Officers of the Company:
In this section you are required to state or confirm the Directors and Secretaries details of the company.
Since the Companies Act 2006 provisions which took effect on 6th April 2008, the requirement to have a company secretary no longer applies.
An additional change in the legislation affecting UK companies also now mandates that directors provide a service address in additional to their usual residential location.
The AR01 Annual Return form thus facilitates this requirement and provides the appropriate spaces to provide an alternative servi9ces address should this not be identical to the registered office or residential locations.
Corporate Secretary/Secretary details:
Submit details that are consistent with your records at companies house. To issue any changes you must put the new details into this section, but also provide the supporting form stated to the right of this section and attach it to your return.
You must provide any previous names that have been used for business purposes. N.B Married women do not need to give former names unless used for business purposes.
Secretary Service address/Corporate service address:
You must provide an address for the Company Secretary. This could be a business or residential address, but must be the address that your company secretary was initially registered at when forming your company. If this has changed please provide the supporting form and attach it to your return.
Location of Registry:
If your company is registered within the EEA (European economic area), go to the appropriate section guided on your return. If your company is not part of the EEA, this section requires you to state which country your company is registered, and its registration number.
If you require a list of countries that form the EEA, please visit the Companies House website.
Corporate Director/Director’s details:
This asks you to record the director's details for your company. There is space to submit information for two directors, if you have more than two directors simply record these on a continuation sheet.
Statement of Capital:
This section requires you to record the number of shareholders and shares issued in your company. This will depend on your company type: if you are a non-profit making company and do not own any shares this section is not applicable to you.
There are two sections here, F1 is for shares in British pounds, F2 is for shares in other currencies. Submit the information that is appropriate; you may have shares in both currencies. In this instance you would complete both sections. Please state the following:
• The class of your share
• The amount paid on each share
• The amount unpaid
• The number of shares, and their aggregate nominal value (how much the shares are worth in £ multiplied by the amount issued)
For example, 2 shares worth £10: 2X10=£20 total aggregate nominal value Totals:
This section applies to you if you have shares in foreign currency. You must state your total number of shares and the aggregate nominal value. If you have shares in multiple currencies (e.g.; the euro, the dollar and the pound), you must state these separately.
For example, euro+ $10+ £10
Statement of Capital (voting rights):
This section asks you to state the class of your share, e.g.; A, B, C and the voting rights attached to each share.
List of Shareholders:
If your company owns share capital then complete the sections below, if it does not then leave this section and go to the end of the form that requires you to sign. Note: The shares appointed to each shareholder must be equal to your total share capital, there can be no shares left unapportioned.
Traded Public Company:
This box should be ticked if your company has been trading with shares within a regulated market at any time during this year. If it has been dormant for this duration, leave this box blank.
List of Past and Present Shareholders:
NB: When submitting your annual return for the first time you must submit the full history of your company's shareholders to date, after which you will only need to provide the entire share history every 3rd return.
This section now asks you to state:
• Your companies shareholder’s details
• The amount they own
• Their share class
• Company type
(Tick the relevant box that relates to your companies type of shares).
Your return requires a signature.
It must be signed by the director, secretary or person authorized.
It may not be signed by the shareholder, unless they are also acting as director or secretary.