What does the annual returns filing process mean to you? Laborious paper form filling or (with the introduction of the Companies Act 2006) electronic filing online? Regardless of which method you use, for many companies, it involves simply repeating the information on last year's form. From 1 October 2011, changes are required to some information and caution must be urged even if you think there have been no major alterations to the company information from last year.

The main changes are in relation to trade classification codes (SICs) which indicate your company's principal business activities. Although the code system is nothing new, the codes themselves have changed. Previously, the codes to be used were taken from the UK Standard Industrial Classification of Economic Activities 2003. In 2007, this classification was updated and these new codes must be in use from 1 October. The revision of the 2003 scheme has led to so many significant changes that it would be impossible to summarise them all. At a very high level though, a quick comparison may be useful:

  • For licensed restaurants code 55301 changes to 56101.
  • For non-trading companies code 7499 changes to 74990.
  • In relation to residents' property management companies, code 9800 will become 98000.
  • The code for dormant companies (9999) will become 99999.
  • A company distributing electricity could in the past use general code 33202 but under the new classification there is a specific code 35130 for distribution of electricity.

In addition to the code changes there are some other points of interest worth highlighting

  • Companies must provide a 'full list' of all shareholders on the first annual return following incorporation (and thereafter on every third annual return). Any details of transfers of shares that have taken place during the year will be necessary for intervening annual returns.
  • The obligations for companies with their shares traded on a relevant market are slightly different with:
    • the meaning of "relevant market" being expanded to also cover companies with their shares traded on AIM or PLUS-quoted companies; and
    • such companies should provide names and addresses of shareholders who hold 5% or more of the company's issued share capital as at the made up date of the return every year. The requirement for a full list every third year (and details of transfers of shares that have taken place to be shown on intervening annual returns) no longer exists.

In summary it is vitally important that your next annual return is checked carefully - even if it appears that nothing has changed from last year.

This article contains a general summary of developments and is not a complete or definitive statement of the law. Specific legal advice should be obtained where appropriate.