The Companies Act 2006 (Annual Returns) Regulations 2011

Statutory Instruments

2011 No. 1487

Companies

The Companies Act 2006 (Annual Returns) Regulations 2011

Made

11th June 2011

Laid before Parliament

15th June 2011

Coming into force

1st October 2011

The Secretary of State makes the following Regulations in exercise of the powers conferred by sections 855(3), 857, 1167 and 1292(1) of the Companies Act 2006(1).

Citation, commencement and application

1.—(1) These Regulations may be cited as the Companies Act 2006 (Annual Returns) Regulations 2011.

(2) These Regulations come into force on 1st October 2011 and apply in relation to annual returns made up to that date or a later date.

Contents of annual return: general

2.  In section 855(2) of the Companies Act 2006 (contents of annual return: general)—

(a) omit subsection (1)(f); and

(b) in subsection (4)—

(i) before the definition of “return period” insert—

““DTR5 issuer” means an issuer to which Chapter 5 of the Disclosure Rules and Transparency Rules sourcebook issued by the Financial Services Authority applies;

“relevant market” means any of the markets mentioned in article 4(1) of the Financial Services and Markets Act 2000 (Prescribed Markets and Qualifying Investments) Order 2001(3); and”; and

(ii) omit the definition of “traded company” and “non-traded company” and the word “and” immediately before that definition.

Information about shares and share capital

3.—(1) In section 856(4) of that Act (contents of annual return: information about share capital)—

(a) for subsection (1) substitute—

“(1) The annual return of a company having a share capital must also contain the following information.

(1A) The return must contain a statement of capital.”; and

(b) after subsection (2) insert—

“(2A) The annual return must also state whether any of the company’s shares were, at any time during the return period, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom.

(2B) If any of the company’s shares were shares admitted to trading as mentioned in subsection (2A), the annual return must also state whether both of the following conditions were satisfied throughout the return period—

(a) there were shares of the company which were shares admitted to trading on a relevant market;

(b) the company was a DTR5 issuer.”

(2) Accordingly, in the heading for that section, before “share capital” insert “shares and”.

Information about shareholders

4.—(1) In section 856A(5) of that Act (contents of annual return: information about shareholders: non-traded companies)—

(a) for subsection (1) substitute—

“(1) This section applies to the annual return of a company none of whose shares were, at any time during the return period, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom.”; and

(b) in subsection (2) before “contain” insert “also”.

(2) For section 856B(6) of that Act (contents of annual return: information about shareholders: traded companies) substitute—

“856B    Contents of annual return: information about shareholders: certain traded companies

(1) This section applies to the annual return of a company any of whose shares were, at any time during the return period, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom.

(2) But this section does not apply to the annual return of a company if throughout the return period—

(a) there were shares of the company which were shares admitted to trading on a relevant market, and

(b) the company was a DTR5 issuer.

(3) The annual return of a company to which this section applies must also state, in respect of each person who held at least 5% of the issued shares of any class of the company at the end of the date to which the return is made up—

(a) the person’s name and address (as they appear in the company’s register of members); and

(b) the number of shares of each class held by the person at that time.

(4) The return must conform to the following requirements for the purpose of enabling entries relating to any given person to be easily found—

(a) the entries must be listed in alphabetical order by name; or

(b) the return must have annexed to it an index that is sufficient to enable the name of the person in question to be easily found.”

Consequential amendments

5.  In Schedule 8 to that Act, omit the entries for “non-traded company (in Part 24)” and “traded company (in Part 24)”(7).

Classification system for company’s principal business activities

6.—(1) In regulation 6 of the Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008(8)—

(a) in paragraph (1) for “2003” substitute “2007”; and

(b) for paragraph (2) substitute—

“(2) In paragraph (1), “Standard Industrial Classification 2007” means the UK Standard Industrial Classification of Economic Activities 2007, prepared by the Office for National Statistics and published by Palgrave Macmillan with the permission of the Office of Public Sector Information (OPSI) with ISBN number 978-0-230-21012-7.”

(2) In column 1 of the table in Schedule 2 to those Regulations—

(a) for “7499” substitute “74990”;

(b) for “9800” substitute “98000”; and

(c) for “9999” substitute “99999”.

Edward Davey

Minister for Employment Relations, Consumer and Postal Affairs,

Department for Business, Innovation and Skills

11th June 2011

EXPLANATORY NOTE

(This note is not part of the Regulations)

These Regulations are concerned with the information which must be included in a company’s annual return under Part 24 of the Companies Act 2006 (c.46) (“the Act”).

Regulation 2 amends section 855 of the Act. It removes the requirement for an annual return to state whether the company was a traded company at any time during the return period (see now new section 856(2A) and (2B), inserted by regulation 3). Regulation 2 also adds definitions of the expressions “DTR5 issuer” and “relevant market”, which are used in Part 24 of the Act as amended by these Regulations. The definition of “traded company” and “non-traded company” is repealed because these expressions are no longer used.

Regulation 3 amends section 856 of the Act so that it requires a company with a share capital to provide particular information about the trading of its shares during the return period.

Regulation 4 amends section 856A of the Act and replaces section 856B. These sections require a company’s annual return to provide information about its shareholders and their shareholdings. There is no change to the information required by section 856A. But that section is amended so that it does not apply to a company which, at any time during the return period, had shares admitted to trading on any “relevant market” (defined in amended section 855) or on any other market outside the United Kingdom.

New section 856B requires less information about shareholders and shareholdings than was required by old section 856B. It applies to the companies excluded from section 856A, except that it does not apply to a company which, throughout the return period, had shares admitted to trading on a “relevant market” and was a company of the kind covered by the obligations imposed on issuers by Chapter 5 of the Disclosure Rules and Transparency Rules sourcebook issued by the Financial Services Authority. The sourcebook is available at www.fsahandbook.info/FSA/html/handbook/DTR.

Regulation 5 makes consequential amendments to Schedule 8 to the Act.

Regulation 6 amends the Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (S.I. 2008/3000) (“the 2008 Regulations”). Section 855(1)(b) of the Act requires a company’s annual return to state its principal business activities, and section 855(3) permits the company to give this information by reference to one or more categories of any prescribed classification system. The 2008 Regulations prescribe a classification system for this purpose. They are amended so that they now prescribe the 2007 edition of the UK Standard Industrial Classification of Economic Activities, together with three additional codes. Copies of the UK Standard Industrial Classification of Economic Activities are available from Palgrave MacMillan Ltd, Houndmills, Basingstoke, Hampshire, RG21 6XS or at www.palgrave.com/ons, or from the Office for National Statistics at www.statistics.gov.uk.

Sections 854 to 858 of the Act have been applied with modifications to unregistered companies: see paragraph 13 of Schedule 1 to the Unregistered Companies Regulations 2009 (S.I. 2009/2436). They have also been applied to companies registered (or treated as having registered) under section 1040 of the Act: see regulation 18 of the Companies (Companies Authorised to Register) Regulations 2009 (S.I. 2009/2437) and section 1297 of the 2006 Act. By virtue of sections 20(2) and 23 of the Interpretation Act 1978 (c.30), sections 855 to 856B of the Act are amended by these Regulations as they apply to both those kinds of company, and therefore those sections will apply as amended by these Regulations, with (in the case of unregistered companies) the modifications made to section 855 by the Unregistered Companies Regulations 2009.

A full regulatory impact assessment of the effect that these Regulations will have on the costs of business and the voluntary sector is available from the Business Environment Directorate, Department for Business, Innovation and Skills, 1 Victoria Street, London SW1H 0ET or from www.bis.gov.uk and is annexed to the Explanatory Memorandum which is available alongside these Regulations on www.legislation.gov.uk.

(1)

2006 c.46.

(2)

Section 855 was amended by S.I. 2008/3000, regulations 2, 3 and 4.

(3)

S.I. 2001/996; relevant amending instruments are S.I. 2005/381, 2007/126.

(4)

Section 856 was amended by S.I. 2008/3000, regulation 7.

(5)

Section 856A was inserted by S.I. 2008/3000, regulation 7.

(6)

Section 856B was inserted by S.I. 2008/3000, regulation 7.

(7)

The entries for “non-traded company (in Part 24)” and “traded company (in Part 24)” were inserted by S.I. 2008/3000, regulation 9.

(8)

S.I. 2008/3000.