The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008

EXPLANATORY NOTE

(This note is not part of the Regulations)

These Regulations deal with the information to be provided in the annual return of a company under the Companies Act 2006 (c.46). They also prescribe conditions to be met by a service address for the purposes of the Companies Acts (as defined in section 2 of the Companies Act 2006).

Part 2 applies to annual returns made up to a date on or after 1st October 2009.

Regulations 2 to 4 amend section 855 of the Companies Act 2006. The amendments specify the particulars of directors and secretaries required to be provided in the annual return. A company that keeps its records at a place specified in regulations under section 1136 of the Companies Act 2006 is required to indicate the address of that place and the records kept there. A company is also required to indicate whether its shares are admitted to trading on a regulated market. “Regulated market” is defined in section 1173 of the Companies Act 2006.

Regulation 5 and Schedule 1 prescribe the classification scheme for company type.

Regulation 6 and Schedule 2 prescribe the classification system for a company’s principal business activities. The UK Standard Industrial Classification of Economic Activities, 2003 edition, can be obtained from The Stationery Office or found through National Statistics Online at www.statistics.gov.uk .

Regulation 7 amends section 856 of the Companies Act 2006 as to the information to be given about the company’s shareholders. The effect is that the information to be supplied depends on whether or not any of the company’s shares were shares admitted to trading on a regulated market during the period to which the return relates.

The effect of regulation 8 is that a company’s annual return need not give details of any shadow directors it has. A shadow director may still be liable for failure to deliver the annual return.

Regulation 9 amends the index of defined expressions in Schedule 8 to the Companies Act 2006 so it lists the expressions defined in subsection (4) of section 855 inserted by regulation 4.

Regulation 10 sets out the conditions with which a service address must comply.

An Impact Assessment in respect of these Regulations has been produced and copies are available from the Company Law and Governance Directorate, Department for Business, Enterprise and Regulatory Reform, 1 Victoria Street, London, SW1H 0ET or on www.berr.gov.uk/bbf/co-act-2006.