Annual Return – Your Questions Answered

This article is about the annual return, which Companies House replaced with the confirmation statement from 30 June 2016. While the two are similar in purpose, there are important differences between them.

An annual return can only be filed for periods up to 29 June 2016. If a return is to be made up to a date on or after 30 June, it must instead be filed as a confirmation statement.

1 How will I know when my Annual Return is due?

If you are using Inform Direct, we will email you to remind you when your Annual Return deadline is approaching and your Dashboard clearly displays all the key filing deadlines. Companies House also send a letter to your company’s registered office address to remind you when your Annual Return is due.

2 What is the Annual Return made-up date?

The made-up date is a snapshot date at which all information on the Annual Return must be correct.  It should not be more than 12 months after either:

  • the incorporation of the company, if this is the company’s first Annual Rreturn;
  • the made-up date of the last Annual Return.

3 Can I change my Annual Return date?

Yes, you can change the Annual Return made-up date, provided that the new date is not more than 12 months after the last submission.  You might, for example, want it to coincide with your accounting reference date or another important date in your company’s calendar. There is no restriction to the number of times you may change your Annual Return date.

4 Can I file my Annual Return early?

Yes, you can file your Annual Return earlier than the statutory due date.  Your next company Annual Return filing must be made no more than 12 months later.

5 What are the penalties if my Annual Return is overdue?

If you do not submit your company Annual Return within 28 days of the date to which it is made up, Companies House will start by sending you reminders.  However, if you still fail to deliver your Annual Return, Companies House will eventually take steps to dissolve the company and strike it from the register.  Failure to file your company’s Annual Return within 28 days of the made-up to date is also a criminal offence. Directors and, where appointed, company secretaries could face personal fines of up to £5,000 and may also be disqualified from acting as a director in the future.

6 Can I file my Annual Return online?

Yes, many people file their Companies House returns electronically.  There are also advantages to filing your Companies House AR01 online.  Filing online, using a system such as Inform Direct, can save you time.  The Inform Direct process is simple and streamlined. It uses the data that you have already entered and automatically presents it in the correct format. Your submission is also less likely to be rejected, as common errors such as omission of data or incorrect data input are avoided. At the push of a button you will receive immediate confirmation that your company Annual Return has been safely submitted to Companies House.

7 How can I correct a mistake made on my Annual Return?

Companies House will not remove the original inaccurate submission.  This can only be done by court order.  However, it is possible to correct data held by Companies House by submitting a further Annual Return.  This can be done using one of the two following approaches:

  • File another Annual Return by changing the made-up date – you can sometimes make the correction by filing another Annual Return.However, you must change the return date, and subsequent Annual Returns will be due within 12 months of this new made-up date. You will also have to pay the Companies House filing fee again.
  • Second filings – using  Companies House form RP04 or form LLRP04 – you can make a ‘second filing’ to replace the inaccurate Annual Return by submitting a paper version of the amended Annual Return together with a Form RP04 (or LLRP04 for Limited Liability Partnerships).Unfortunately, you cannot make a ‘second filing’ electronically. Using this approach allows you to use the same made-up to date as the original incorrect return and you do not need to pay a second Companies House filing fee.However, you can only make a second filing using form RP04 if the original inaccurate Annual Return was delivered in full and on time.

8 Can I make changes to director or secretary information using the Annual Return (form AR01)?

No. Changes to director and secretary information, including appointments, terminations and changes to officer details will require an additional submission, usually before the annual return is completed.  Similarly, you cannot use the Annual Return to make changes to the company registered office address or to update the number or value of company shares.

Generally, the details on the Annual Return should confirm the company data already held by Companies House at the return date.  However, there are some limited exceptions to this principle.  You may use the Annual Return to update the company’s principal business activities or to include details of transfers of shares made during the period.

9 Why do I need to use a ‘SIC’ code on my Annual Return?

‘SIC’ codes are standardised trade classification codes, and they are used to define the principal business activities of a company. In 2011 Companies House moved from using four digit SIC 2003 codes to revised five digit SIC 2007 codes.  All Annual Returns with a return date on or after 1 October 2011 must use the new codes.  A list of both the old 2003 classifications and the revised 2007 codes, along with a conversion table, can be found on the Companies House website here:

10 Should I include shareholder addresses in my return?

If your company is privately owned, or a non-traded company, then you should NOT include details of shareholder addresses on your Annual Return.  If you do include shareholder address details then Companies House may return your form AR01 to you.

If your company is traded on a relevant market, then for shareholders who hold 5% or more of the company’s issued share capital, you SHOULD include both their name and address on any list accompanying the Annual Return.

Want a simpler way to file your Annual Return? Welcome to Inform Direct.

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