107 Annual return to be made by company having a share capital
(1) The annual return of a company having a share capital shall contain a list of all persons who, at the date of the return, are members of the company, and of all persons who have ceased to be
members since the date of the last return or, in the case of the first return, of the incorporation of the company. [Subs (1) substituted by Companies Act 1992 Sch 2.]
(2) The list must state the names, addresses, of all the past and present members therein mentioned, and the number of shares held by each of the existing members at the date of the return, specifying shares transferred since the date of the last return or, in the case of the first return, of the incorporation of the company by persons who are still members and have ceased to be members respectively and the dates of registration of the transfers, and, if the names therein are not arranged in alphabetical order, must have annexed to it an index sufficient to enable the name of any person in the list to be readily found:
Provided that, where the company has converted any of its shares into stock and given notice of the conversion to the Financial Supervision Commission, the list must state the amount of stock held by each of the existing members instead of the amount of shares and the particulars relating to shares hereinbefore required. [Subs (2) amended by Companies Act 1986 s 18 and by Companies (Transfer of Functions) Act 2000 Sch 1.].
(3) The return must also state-
(a) the address of the registered office;
(b) the amount of the share capital of the company and the number of the shares into which it is divided;
(c) 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 the secretary of the company as are required by this Act to be contained with respect to the directors and the secretary respectively in the register of the directors and the secretary of a company;
(d) the total amount of the indebtedness of the company in respect of all mortgages and charges which are required to be registered with the Financial Supervision Commission under this Act, or which would have been required so to be registered if created after the 1st January 1909; [Para (d) amended by Companies (Transfer of Functions) Act 2000 Sch 1.].
(e) such other particulars as may be prescribed. [Subs (3) substituted by Companies Act 1986 s 18.]
(4) The return shall be in the prescribed form. [Subs (4) substituted by Companies Act 1986 s 18.]
(5) In the case of a company keeping a branch register, the particulars of the entries in that register shall, so far as they relate to matters which are required to be stated in the return, be included in the return made next after copies of those entries are received at the registered office of the company. [Subs (5) amended by Companies Act 1992 Sch 2.]
(6) This section shall not apply to a company limited by guarantee and having a share capital. [Subs (6) added by Companies Act 1986 s 18.]
109 General provisions as to annual returns
(1) The annual return must be contained in a separate part of the register of members, and must be made up to the company’s return date, and the company must, within one month after that date,
forward to the Financial Supervision Commission a copy signed by a director or by the manager or by the secretary of the company. [Subs (1) substituted by Companies Act 1992 Sch 2 and amended by Companies (Transfer of Functions) Act 2000 Sch 1.] [Subs(1) amended by Companies, etc. (Amendment) Act 2003 Sch.1 as of 1st November 2004.]
(1A) In subsection (1) of this section, ‘the company’s return date’ means-
(a) the anniversary of the company’s incorporation, or
(b) if the company’s last return delivered in accordance with this section was made up to a different date, the anniversary of that date. [Subs (1A) inserted by Companies Act 1992 Sch 2.]
(2) Section ninety-nine of this Act shall apply to the annual return as it applies to the register of members.
(3) Except where the company is a private company (which is not a subsidiary of a company liable to comply with this subsection), the annual return shall include a written copy, certified by a director or the manager or secretary of the company to be a true copy, of the last balance sheet which has been audited by the company’s auditors, including every document required by law to be annexed thereto, together with a copy of the report of the auditors thereon certified as aforesaid, and if any such balance sheet is in a foreign language there shall also be annexed to it a translation thereof in English, certified in the prescribed manner to be a correct translation: Provided that, if the said last balance sheet did not comply with the requirements of the law as in force at the date of the audit with respect to the form of balance sheets there shall be made such additions to and corrections in the said copy as would have been required to be made in the said balance sheet in order to make it comply with the said requirements, and the fact that the said copy has been so amended shall be stated thereon. [Subs (3) amended by Companies Act 1982 s 32.]
(3A) Notwithstanding that it is not a public company, and subject to subsection (3B), subsection (3) shall apply to a company if it has acted as a stake-holder (within the meaning given in section 20 of the Timeshare Act 1996) at any time since-.(a) the last annual return date of the company; or (b) if the company has not previously delivered a return to the Financial Supervision Commission, since the date of incorporation. [Subs (3A) inserted by Timeshare Act 1996 s 5. Para (b) amended by Companies (Transfer of Functions) Act 2000 Sch 1.]
(3B) Subsection (3A) shall not apply to a company limited by shares which- (a) has issued shares fully paid up in cash of a nominal value of at least £250,000 or such other amount as may be prescribed; and (b) holds indemnity insurance, for such sum as may be prescribed, in respect of its liability to any action, suit or proceedings for, or in respect of, any act or matter done or omitted to be done in the exercise, or purported exercise, of its functions as a stake-holder. [Subs (3B) inserted by Timeshare Act 1996 s 5.]
(4) If a company fails to comply with this section or either of the two last foregoing sections of this Act, the company and every officer of the company who is in default shall be liable to a default fine.
(5) For the purposes of subsection (4) of this section the expression ‘officer’ and for the purposes of the last two foregoing sections of this Act the expression ‘director,’ shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act.