untitled

Annual return 315

Company registers

A company is obliged to keep the following registers at its registered office. Most of these
registers can be inspected by members of the public, although some can only be inspected
by company members.

n The register of directors and the register of secretaries. (For details, see above at pp. 303
and 319 –21.)

n The register of members. This register must give the names and addresses of all the
members, the dates on which they became or ceased to be a member, the number of
shares held and the amount paid up on each share. If the company is a single member
company the register of members must state this, as well as giving the name and address
of the member.

n The register of directors’ interests. This lists any interest which the directors, or their
immediate family, have in the company’s shares or debentures.

n A register of charges. (Charges are explained below on pp. 319 –21.)

n A copy of every contract under which a public company bought its own shares within
the last ten years.

n A public company must keep a register of people who hold more than a specified
number of the voting rights of its shares.

Annual return

Section 854 requires every company to submit an annual return to Companies House. This
gives basic information about the company on a particular date, its return date, every
year. A company which fails to submit an annual return within 28 days of the return date
commits a criminal offence.
The following information must be given in the annual return.

n The address of the company’s registered office.

n The type of company and its principal business activities.

n The names of the directors; their service addresses; their countries of residence; their
nationalities; their usual business occupations; and their dates of birth.

n The name and address of the company secretary, if the company has one. The address
can be a service address.

n If either the register of members or the register of debenture holders is not kept at the
company’s registered office, the address of the place where these registers are kept.

n A statement of share capital. This must give the total number of shares in the company;
the aggregate nominal value of those shares; and the amounts paid up and unpaid on
each share.

n Details of every member of the company or of every person who has ceased to be a
member since the previous annual return was submitted.

n The number of shares of each class held by each member.

n The number of shares of each class transferred by each member or former member since
the previous annual return was submitted, and the dates of transfer.