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”.