Lambert Chapman LLP's Mark Pearson looks at the new Companies House Annual Return form

Following the final implementation of the Companies Act 2006, the forms that are filed in respect of statutory matters have changed. The annual return (Formerly 363a now AR01) that is to be filed post 1st October 2009 now requires further details in respect of the share holdings and the voting rights attached.

Following discussions with Companies House in respect of the voting rights, general information cannot be provided on what details should be entered onto the annual return in respect of the rights and it is more the preference of the company to decide what is disclosed on the public register. Therefore the memorandum and articles of association need to be reviewed to find out what rights are attached to the various classes of shares:

For Companies with Ordinary 'A' Shares the following voting rights are usually attached; however the articles of association need to be reviewed (Under votes of members).

The annual return could state:

• The Ordinary Shares of the company carry one voting right per each individual share.

However, if the company has both Ordinary 'A' and 'B' Shares the articles will need to be reviewed more thoroughly as the share may carry different voting rights and carry different rights in respect of dividends. In this instance if a company holds 'A' and 'B' the annual return could state:

• The Ordinary 'A' Shares of the company carry one voting right per each individual share.
• The Ordinary 'B' and 'C' Shares carry no voting rights and the holders of the 'B' and 'C' Shares do not have to be present for business to be conducted.
• The rights for dividend carry pari passu (Equal) rights.

However the rights will depend on the companies Memorandum and Articles of Association which can be acquired from Companies House or directly from us. Care will therefore be needed in deciding what disclosure to make in these circumstances.

If you require any assistance, and this is a technical area, please do not hesitate to contact Mark on 01376 326266 or your local Lambert Chapman LLP contact.

Date:19 October 2009

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