Companies Act 1985

364 Annual return (company not having a share capital)

(1) Every company not having a share capital shall once at least in every calendar year make a return in the prescribed form stating—

(a) the address of the company's registered office;

(b) if the register of members is under provisions of this Act kept elsewhere than at that office, the address of the place where it is kept;

(c) if any register of holders of debentures of the company or any duplicate of any such register or part of it is under provisions of this Act kept elsewhere than at the company's registered office, the address of the place where it is kept;

(d) all such particulars with respect to the persons who at the date of the return are the directors of the company, and any person who at that date is its secretary, as are by this Act required to be contained (with respect to directors and the secretary respectively) in the company's register of directors and secretaries.

(2) A company need not make a return under subsection (1) either in the year of its incorporation or, if it is not required by this Act to hold an annual general meeting during the following year, in that year.

(3) There shall be included in the return a statement containing particulars of the total amount of the company's indebtedness in respect of all mortgages and charges (whenever created) of any description specified in section 396(1) or, in the case of a company registered in Scotland, section 410(4).

(4) If a company fails to comply with this section, the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.

(5) For purposes of this section, a shadow director is deemed a director and officer.