Prescribed Particulars (of rights attached to shares), Model Answer for Annual Return AR01
Friday, 27 November 2009 22:10
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!
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.
The new forms were introduced because of the Companies Act 2006, and they replace the old Companies Act 1985 forms.
| AA01 | Change of accounting reference date | |
| ABBRV | Audit Exempt Abbreviated Accounts | |
| AD01 | Change of Registered Office Address | |
| AD02 | Notification of single alternative inspection location (SAIL) | |
| AD03 | Change of location of the company records to the SAIL | |
| AD04 | Change of location of company records to the registered office | |
| AP01 | Appointment of director | |
| AP02 | Appointment of corporate director | |
| AP03 | Appointment of secretary | |
| AP04 | Appointment of corporate secretary | |
| AR01 | Annual return (£15 charge) | [was 363a] |
| CH01 | Change of director's details | |
| CH02 | Change of corporate director's details | |
| CH03 | Change of secretary's details | |
| CH04 | Change of corporate secretary's details | |
| DCA | Dormant Company Accounts | |
| SH01 | Return of allotment of shares | |
| TM01 | Termination of appointment of director | |
| TM02 | Termination of appointment of secretary |
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