Prescribed Particulars (of rights attached to shares), Model Answer for Annual Return AR01

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Friday, 27 November 2009 22:10 Written by Grant Melrose

I have finished my first Annual Return to Companies House using the new forms which came into force on 1 October 2009. As well as the easy electronic filing, utilising your company authentication code and security code, one of the first things you notice is the more logical form numbers. So the Annual Return, which used to be Form 363a is now AR01 - much more meaningful !

It took just a few minutes to get through the form. Most of the details are pre-populated for you, so all you have to do is just confirm they are correct. But then this section stumped me: "Prescribed Particulars (of rights attached to shares)". And just an empty text box to fill in!

The Companies House guidance notes hint at:

a. particulars of any voting rights, including rights that arise only in certain circumstances;

b. particulars of any rights, as respects dividends, to participate in a distribution;

c. particulars of any rights, as respects capital, to participate in a distribution (including on winding up); and

d. whether the shares are to be redeemed or are liable to be redeemed at the option of the company or the shareholder and any terms or conditions relating to redemption of these shares.


Model Answer

I was tempted to just enter "Full Rights" or "Please refer to Company's Articles", but a search around various accounting forums seemed to suggest that this would be rejected by companies house. But Companies House do not offer a model form of answer, nor do they offer advice. And no-one seems to have the definitive answer. So based on my research and a look at my own Company Articles, I came up with this:

All shares issued are non-redeemable and rank equally in terms of

(a) voting rights - one vote for each share;
(b) rights to participate in all approved dividend distributions for that class of share; and
(c) rights to participate in any capital distribution on winding up.

The shares in the original or any increased capital of the Company may be issued with such preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Company may from time to time determine.

The rights and privileges attached to any of the shares of the Company may be modified, varied, abrogated or dealt with in accordance with the provisions for the time being of the Company’s Articles of Association.

Well, I'm not an accountant or company lawyer, but it was accepted by Companies House. So if you have got to the part of your Company Annual Return where you are wondering what the heck to put in the Prescribed Particulars of rights attached to Shares, I hope this might save you some time, and let you get back to some real business.


My company, Business Tools Limited is a Private Limited Company, with Ordinary Shares, just in case that helps you work out if you can apply the above model answer.

The new forms were introduced because of the Companies Act 2006, and they replace the old Companies Act 1985 forms.

AA01Change of accounting reference date 
ABBRVAudit Exempt Abbreviated Accounts 
AD01Change of Registered Office Address 
AD02Notification of single alternative inspection location (SAIL) 
AD03Change of location of the company records to the SAIL 
AD04Change of location of company records to the registered office 
AP01Appointment of director 
AP02Appointment of corporate director 
AP03Appointment of secretary
 
AP04Appointment of corporate secretary 
AR01Annual return (£15 charge)[was 363a]
CH01Change of director's details 
CH02Change of corporate director's details 
CH03 Change of secretary's details  
CH04Change of corporate secretary's details
 
DCADormant Company Accounts 
SH01Return of allotment of shares 
TM01Termination of appointment of director 
TM02Termination of appointment of secretary 


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Business2dot0 Radar

The Business2dot0 logo is inspired by a RADAR. Just as a RADAR scans all around looking for targets, our Business RADAR is for finding business opportunities on the web. Business2dot0 provides business opportunity news, and shows you how to find this kind of valuable information. This could include electronic tenders, contract award notifications for potential sub-contract opportunities, or even home based business opportunities.

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Business2dot0, pronounced Business Two Dot Zero, (or Business Two Dot OH if you prefer) is borrowed from the term Web 2.0

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