You may notice that the new style annual returns which are required to be submitted to Companies House each year now require companies to confirm more information about their share capital. This includes a new ‘Statement of Capital’ which confirms the number of shares in issue, the price at which the shares were issued and the voting rights attaching to those shares. If you need advice in completing these, click here.
Annual Returns: Completing the Statement of Capital
If you have submitted your Annual Return to Companies House since 1 October 2009, you will have noticed that not only has the form been amended but that you are now required to complete a ‘statement of capital’ in respect of the number of shares in issue.
The statement of capital is a snapshot of the current shares in issue at the date of the return and is required not only on the annual return but on any returns made throughout the year to Companies House amending the share capital.
What do you need to include in the Annual Return?
The statement of capital is contained in Part 3 of the Annual Return (Form AR01).
First you are required to state the number of shares issued and the amount paid on those shares, which includes the nominal value of the share together with any premium paid when the shares were issued. This means that if you have ordinary shares of £1 each and these were all issued for £1 (and this amount has been paid), the amount paid per share is £1. However, if you have, say, 10 ordinary shares of £1 each in issue and 5 were issued for £1, but 5 were issued for £10, you will need to record the different issue prices separately. You should be able to establish this information from your statutory books.
At the time of writing, if shares were issued for different amounts, you will need to file a paper annual return as the Companies House online WebFiling service does not allow different values to be inserted. We are hoping that this will change in due course, particularly as the filing fee for WebFiling is only £15 compared to the fee of £30 for filing a paper form. You can download a paper annual return from the Companies House website.
You are also required to state the voting rights attached to each class of a company’s issued shares in the annual return. In most cases, the articles of association will confirm what the voting rights are. If the articles of association have been varied by shareholder resolution, such resolutions should also be considered.
If a company adopted the statutory model articles (Table A if incorporated prior to 1 October 2009 or the statutory Model Articles after 1 October 2009) without variation, wording such as ‘one vote for each share’ and ‘equal right to dividends’ should be acceptable.
If the standard articles (Table A or the Model Articles) have been varied so as to change the voting rights of the shares, the rights should be set out in full. Companies House have confirmed that it will not be sufficient to refer to another document (using wording, for example, such as ‘please see the articles of association’). Companies House will also reject any annual returns which do not contain full information.
If you are completing a statement of capital other than in an annual return, you will need to include full prescribed particulars for the shares, not just the voting rights. Again, if the rights have been varied from the standard model articles, the rights should be set out in full, using the articles of association and/or shareholder resolution as a reference.
If you need any assistance in completing your annual return, please contact:
Sonya Gillespie 01483 464204
Rebecca Glazebrook 01483 464283
Mark Lucas 01483 748512
Denise Herrington 01483 464211
Alternatively, please speak to your usual Barlow Robbins LLP contact.
The contents of this article are intended for general information purposes only and shall not be deemed to be, or constitute legal advice. We cannot accept responsibility for any loss as a result of acts or omissions taken in respect of this article.