The annual return is the single filing every company must make. Section 215 of the Companies Act 1997 sets it out.
Section 215(1) and (2) — the filing
The board shall ensure that there is submitted to the Registrar for registration at least once in each calendar year during the month allocated to the company, an annual return in the prescribed form — or a form the Registrar has approved under subsection (6) — containing as much of the information specified in Schedule 6 and any other prescribed information.
The return must be dated as at a day within the month during which it is required to be delivered, and the information must be compiled as at that date.
Under section 215(4A), on registration the Registrar allocates a month to the company. Under section 215(4B) the company may apply in writing for a different month, and under section 215(4C) the Registrar may alter it by written notice.
So the deadline is not a fixed calendar date but a company-specific month. Every company should know its allocated month and diary it — it is the one date that keeps the company on the register.
Section 215(3) — audited financial statements
Where a company is required by section 190 to have its financial statements and any group financial statements audited, a certified copy of those statements and of the audit report shall accompany the annual return.
Failure to comply with subsection (3) is an offence by every director, with the penalty in section 414(3) — a higher penalty than that for the return itself under subsection (9), which attracts section 414(2).
Section 215(4) — four qualifications
| Effect | |
|---|---|
| (a) | A company registered after applying under section 13 need not make an annual return in the calendar year of its registration |
| (b) | A subsidiary may, with the Registrar’s written approval, file during the month allocated to its holding company instead of its own |
| (c) | A company complying with sections 67 and 68 that is subject to a listing agreement with a stock exchange, or has more than 100 shareholders, need not supply the information in Schedule 6(k)(i), (ii) and (iv) |
| (d) | A company within paragraph (c) must instead submit notice in the prescribed form of its shareholding with its annual return |
Paragraph (b) allows a group to align all its subsidiaries’ returns with the parent’s month. That turns a scattered compliance calendar into a single annual exercise, and materially reduces the risk of a subsidiary being struck off for a missed return. It requires the Registrar’s written approval.
Sections 215(5), (6) and (8)
- Subsection (5) — “prescribed” means prescribed by Regulation or by the Registrar by notice in the National Gazette, and different forms may be prescribed for different classes of companies.
- Subsection (6) — the Registrar may, on the application of any person, approve the use of a different form by specified companies, and may revoke that approval in whole or in part at any time.
- Subsection (8) — the Registrar may, by notice in the National Gazette, declare that information submitted under this section shall not form part of the register.
Subsection (8) matters for privacy: information declared not to form part of the register is outside the public inspection right in section 398.
Section 215A — the Registrar may update the register
If the annual return contains (a) an address of the registered office, (b) an address for service, or (c) a postal address that is different from what is entered on the register, the Registrar may alter the register accordingly.
Section 215A lets the Registrar tidy up an inconsistency. It does not excuse the company from filing the notices required by section 162 (registered office) and section 168 (address for service) — and those changes only take effect 10 working days and 5 days respectively after registration of the notice. Relying on the annual return to change an address leaves the old address effective for service in the meantime.
Sections 215(9) and (10) — and the real sanction
Failure to comply with subsection (1) or (2) — every director commits an offence, penalty under section 414(2).
Failure to comply with subsection (3) — every director commits an offence, penalty under section 414(3).
Under section 366, a ground on which the Registrar may remove a company from the register is that it has failed to file an annual return in the circumstances there stated.
Removal ends the company’s existence under section 16, and its property vests in the Registrar under section 373. Restoration under sections 378 or 379 is possible, but costs far more than the return — and in the meantime bank accounts are frozen, contracts are unenforceable by the company, and land dealings stall.
Filing checklist
- Know the allocated month — and apply under section 215(4B) if it is inconvenient.
- Date the return within that month, and compile the information as at that date (s 215(2)).
- Check the Schedule 6 particulars — directors, secretary, registered office, address for service, shareholding.
- Reconcile with the share register before filing. Note that under section 65(6)(c), filing the annual return within one month of a transfer entry can dispense with a separate transfer notice.
- Attach certified audited financial statements and the audit report if section 190 requires an audit.
- File the proper change notices separately under sections 137, 162, 168 and 170 — do not rely on section 215A.
- Keep a copy with the company records.
Sources
- Companies Act 1997 — ss 13, 16, 65, 67, 68, 137, 162, 164, 168, 170, 190, 215, 215A, 366, 373, 378, 379, 398, 414; Schedule 6
Before relying on anything here, read the current text of the Companies Act 1997 and check for later amendments. If a decision matters to you, get advice — start with the Office of the Public Solicitor, or find a firm in the law firms directory.