Companies Act 2006 (c. 46)

Part 24 U.K. A company's annual return

Modifications etc. (not altering text)

C1 Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2

858 Failure to deliver annual return U.K.

(1) If a company fails to deliver an annual return before the end of the period of 28 days after a return date, an offence is committed by—

(a) the company,

(b) subject to subsection (4)—

(i) every director of the company, and

(ii) in the case of a private company with a secretary or a public company, every secretary of the company, and

(c) every other officer of the company who is in default.

[F1 For this purpose a shadow director is treated as a director.]

(2) A person guilty of an offence under subsection (1) is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

(3) The contravention continues until such time as an annual return made up to that return date is delivered by the company to the registrar.

(4) It is a defence for a director or secretary charged with an offence under subsection (1)(b) to prove that he took all reasonable steps to avoid the commission or continuation of the offence.

(5) In the case of continued contravention, an offence is also committed by every officer of the company who did not commit an offence under subsection (1) in relation to the initial contravention but is in default in relation to the continued contravention.

A person guilty of an offence under this subsection is liable on summary conviction to a fine not exceeding one-tenth of level 5 on the standard scale for each day on which the contravention continues and he is in default.

Textual Amendments

F1 Words in s. 858(1) inserted (1.10.2009) by The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (S.I. 2008/3000), reg. 8(1)

Modifications etc. (not altering text)

C2 Ss. 854-859 modified (22.2.2008) by The Northern Rock plc Transfer Order 2008 (S.I. 2008/432), art. 17(1), Sch. para. 2(n)

C3 Ss. 854-859 modified (8.00 a.m on 29.9.2008) by the The Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008 (S.I. 2008/2546), art. 13(1)(3), Sch. 1 para. 2(n)

C4 Ss. 854-859 modified (9.30 a.m. on 7.10.2008) by The Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008 (S.I. 2008/2644), art. 26, Sch. 2 para. 2(n)

C5 Ss. 854-859 modified (retrospective to 30.3.2009 at 8.00 a.m.) by The Amendments to Law (Resolution of Dunfermline Building Society) Order 2009 (S.I. 2009/814), arts. 1(2), 7, Sch. para. 2(n)

C6 S. 858 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 31 (with Sch. 1 paras. 15, 34, 35)

C7 Ss. 854-859 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 13 (with transitional provisions and savings in regs. 7, 9, Sch. 2)