TT169: Important Changes to Annual Returns

November 23, 2011

If you prepare and file your own Annual Returns you must be aware of the recent changes that Companies House has introduced with regards to filing.


When do the changes come into effect?

These changes affect annual returns with a made up date on or after 1st October 2011.




What are SIC Codes?

The UK SIC (Standard Industrial Classification) codes are used to classify business establishments and other standard units by the type of economic activity in which they are engaged.

Companies House has been recording the 2003 version of the code but will now use the 2007 classification (SIC 2007).


What’s the difference?

A new five digit code will replace your old four digit code.


What do I need to do?




Further changes have been made in regards to the disclosure of shareholder details.

  • If you are a private limited company (“Ltd”), or a public limited company (“plc”) but your shares have not been admitted to trading on a relevant market at any time, your annual return will only need to include a full list of shareholders details on the first annual return following incorporation and every third annual return thereafter.
  • If you are a public limited company (“plc”) and your shares have been admitted on to a relevant market, then your return must provide a full list of names and addresses of anyone who owns more than 5% of the issued share capital every year.
  • If you admitted your shares on to a relevant trading market during a period and are subject to the Disclosure and Transparency Rules issued by the FSA throughout this period then shareholders details do not have to be provided on your return.

It is essential that you ensure you update your details to the current regulations otherwise your Annual Return will be rejected by Companies House and could therefore lead to a late submission.




  • Failure to meet the set deadline could result in the Registrar starting the process to strike your company off the register.
  • It is a criminal offence not to file an annual return on time. If prosecuted directors can be fined £5,000.
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