Companies Act, 1963

Annual return to be made by company having a share capital.

125.—(1) Every company having a share capital shall, once at least in every year, make a return to the registrar of companies containing in relation to the registered office of the company, registers of members and debenture holders, shares and debentures, indebtedness, past and present members and directors and secretary, the matters specified in Part I of the Fifth Schedule, and the said return shall be in the form set out in Part II of that Schedule, so, however, that—

(a) a company need not make a return under this subsection either in the year of its incorporation or, if it is not required by section 131 to hold an annual general meeting during the following year, in that year;

(b) where a company has converted any of its shares into stock then, where appropriate, references to shares in paragraphs 3 and 5 of Part I of the said Schedule shall be taken as references to stock and references to number of shares shall be taken as references to the amount of stock;

(c) the return may, in any year, if the return for any of the 5 immediately preceding years has given as at the date of that return the full particulars required by the said paragraph 5, give only such of the particulars required by that paragraph as relate to persons ceasing to be or becoming members since the date of the last return and to shares transferred since that date;

(d) a company which is not a private company need not in the return in any year give the particulars required by the said paragraph 5 which relate to shares transferred by persons who are still members or who have ceased to be members or the dates of registration of the transfers.

(2) If a company fails to comply with this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding £100.

(3) For the purposes of this section and of Part I of the Fifth Schedule, “director” and “officer” shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act.

(4) Proceedings in relation to an offence under this section may be brought and prosecuted by the registrar of companies.