Once you have successfully registered a company you are required to file annual returns at the Companies Registry every year. But what exactly are annual returns?
An annual return is a document which registered companies are required by section 194(1) of the Companies Act to deliver to the Registrar of Companies (at the Registrar General’s Department in the Ministry of the Attorney General and Legal Affairs).
It includes information concerning the type of company, its registered office, directors, secretaries, shareholders, beneficial owners, type(s) of shares and certain company debts. The information on this Return must be as of the anniversary date of the incorporation, continuance or amalgamation of the company.
For example: if a company is incorporated on the 15th of May, 2020, its anniversary date would be the 15th of May of every year after that.
It is important to note that an Annual Return should not be confused with an Income Tax Return or Corporation Tax Return, which are filed at the Inland Revenue Department (IRD) of the Ministry of Finance.
When must a company file annual returns?
The company must file with the Registrar an Annual Return, no later than thirty (30) days after each anniversary date of its incorporation, continuance or amalgamation (section 194(1) of the Companies Act).
How does a company file Annual Returns?
The company must complete and file, in respect of a profit company, Annual Return Form 28, and for a non-profit company, Annual Return Form 29.
Can the Annual Return form be used to notify changes to the directors, secretary, registered office address, etc?
No. Changes to the directors, secretary, registered office address, etc. must be notified to the Registrar on the relevant prescribed forms.
Who must sign the Annual Return?
A director or an authorised officer of the company must sign the Annual Return.
What are the filing fees for Annual Returns?
The filing fees are $40.00TTD.
What are the penalties for not filing Annual Returns within the stipulated time?
The Registrar of Companies is entitled to collect a penalty of three hundred dollars ($300) a month, or part thereof, from any defaulting person or company, for failure to file an Annual Return within the stipulated time. Penalties are charged pursuant to section 516 of the Companies Act.
It is strongly recommended that you seek the services of a professional advisor such as an attorney-at-law, if you have difficulty in completing your Annual Return. It is important that you submit the Annual Return (and other statutorily required documents) within the time stipulated by the Companies Act, as the Registrar of Companies has no discretion under the law to waive penalties (unless there is an amnesty).
External companies are also required to file Annual Returns (section 333(1) of the Act), Form 23; they must do so no later than thirty (30) days after the anniversary date of their registration (section 333(1).
Important Notice: This post does not constitute or provide legal advice. Always consult a suitably qualified lawyer on any legal problem or issue.