ANNUAL RETURNS FOR COMPANIES
What is an Annual Return?
This is a statutory form that every company must file with the Registrar within three months after the end of the financial year. The Annual Return should state the position of the company as at the date at which the return was made or, if there was an annual general meeting, as at the date of such general meeting.
What is the consequence of failure to file Annual Returns?
If a company fails to file annual returns, the company and each officer in default commits an office. Consequently, the company may be struck-off from the register and its officers prosecuted.
When should Annual Returns be filed?
Annual Returns must be filed within three months after the end of the Company’s financial year or within one month after the annual general meeting (AGM) if such meeting is held three months after the end of the financial year.
What documents should be lodged with Annual Returns for a Private Company?
Annual Returns filed by a private company should be accompanied by a Certificate of Compliance (Form 53) which should show that the company has not, since its last annual return or date of incorporation, issued any invitation to the public to subscribe for any shares or debentures.
What documents should be lodged with Annual Returns for a Public Limited Company?
Annual Returns filed by a public company should be accompanied by a balance sheet, profit and loss account, group accounts, director’s reports and auditor’s report certified by directors and the company secretary.
What information must Annual Returns contain?
An Annual Return must state the full address of the company’s registered office, particulars of directors and secretary and its main activities. If the company has a share capital, the company must give the particulars of share capital and shareholders, specifying the number of shares held by each. The nominal capital of the company and the value of each share must also specified.
What forms are used for filing Annual Returns?
Annual Returns must be filed on the following prescribed forms:
1. Private Companies Limited by Shares Form 42, Form 53
2. Companies Limited by Guarantee Form 58
3. Public Limited Companies Form 42
What are the fees for Annual Returns?
The Annual Return fees are as follows;
(i) Private Companies Limited by Shares and by Guarantee
| Normal Filing Fee per year | K40,000 | KR40 |
| Late Filing Fee after three months from date of financial year end | K75,000 | KR75 |
| Late Filing Fee after six months from the date of the financial year end | K145,000 | KR145 |
| Purchase of Forms | K20,000 | KR20 |
(ii) Public Limited Companies
| Normal Filing Fee per year | K60,000 | KR60 |
| Late Filing Fee after three months from date of financial year end | K75,000 | KR75 |
| Late Filing Fee after six months from the date of the financial year end | K145,000 | KR145 |
| Purchase of Forms | K20,000 | KR20 |
(iii) Banks, Financial Institutions and Insurance Companies
| Bank | ||
| 1. Private | K500,000 | KR500 |
| 2. Public | K750,000 | KR750 |
| Insurance Companies | ||
| 1. Private | K400,000 | KR400 |
| 2. Public | K500,000 | KR500 |
| Other Financial Institutions | ||
| 1. Private | K300,000 | KR300 |
| 2. Public | K400,000 | KR400 |
| Late filing fee after three months from financial year end: | K75,000 | KR75 |
| Late filing fee after six months from financial year end: | K145,000 | KR145 |
| Purchase of Forms: | K20,000 | KR20 |
Click below for other post incorporation requirements on companies
