Companies Act · 2021 Revised Edition · Part · Management and Administration Registered Office and Name
109. General provisions as to annual returns
Official textFrom Attorney General's Chambers, unchanged
The annual return must be contained in a separate part of the register of members and must be completed within 28 days after the first or only general meeting in the year, and the company shall forthwith forward to the Registrar a copy signed by a director or by the manager or by the secretary of the company.
annual return
"annual return" means the return required to be made, in the case of a company having a share capital, under section 107, and in the case of a company not having a share capital, under section 108;
Section 98 applies to the annual return as it applies to the register of members.
Except where the company is a private company, the annual return shall include a written copy, certified by a director or the manager or secretary of the company to be a true copy, of the last balance sheet which has been audited by the company's auditors, including every document required by law to be annexed thereto, together with a copy of the report of the auditors thereon certified as aforesaid, and if any such balance sheet is in a foreign language there shall also be annexed to it a translation thereof in such language as may be prescribed by the Registrar, certified in the prescribed manner to be a correct translation:
Provided that, if such last balance sheet did not comply with the requirements of the law as in force at the date of the audit with respect to the form of balance sheets, there shall be made such additions to and corrections in such copy as would have been required to be made in such balance sheet in order to make it comply with such requirements, and the fact that such copy has been so amended shall be stated thereon.
balance sheet
"balance sheet", in relation to a company, means the balance sheet, -. by whatever name called, prepared in accordance with the Accounting Standards;
If a company contravenes this section or, section 107 or 108, the company and every officer of the company who is in default are liable to a default fine.
officer
"officer", in relation to a corporation, includes - (a) any director or secretary of the corporation or a person employed in an executive capacity by the corporation; @) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and (c) any liquidator of a company appointed in a voluntary winding up, but does not include - (i) any receiver who is not also a manager; (ii) any receiver and manager appointed by the Court; (iii) any liquidator appointed by the Court or by the creditors; and (iv) an Executive Manager appointed by the Minister under section 230(1) of the Insolvency Order, 2016 (S 112016);
For the purposes of subsection (4) "officer", and for the purposes of sections 107 and 108 "director", shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act.
director
"director" includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a Companies corporation are accustomed to act and an alternate or substitute director;
Companies
CAP. 39 105
Terms defined in this Act
annual return
Defined · s 2"annual return" means the return required to be made, in the case of a company having a share capital, under section 107, and in the case of a company not having a share capital, under section 108;
balance sheet
Defined · s 120A"balance sheet", in relation to a company, means the balance sheet, -. by whatever name called, prepared in accordance with the Accounting Standards;
certified
Defined · s 2"certified", in relation to a copy of a document, means certified in the prescribed manner to be a true copy of that document and, in relation to a translation of a document, means certified…
default fine
Defined · s 2"default fine" means a default fine within the meaning of section 3 14;
director
Defined · s 2"director" includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a Companies corporation are accustomed to act and an alternate or substitute director;
document
Defined · s 2"document" includes summons, notice, order, and other legal process, and registers;
manager
Defined · s 2"manager", in relation to a company, means the principal executive officer of the company for the time being by whatever name called and whether or not he is a director…
officer
Defined · s 2"officer", in relation to a corporation, includes - (a) any director or secretary of the corporation or a person employed in an executive capacity by the corporation; @) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and (c) any liquidator of a company appointed in a voluntary winding up, but does not include - (i) any receiver who is not also a manager; (ii) any receiver and manager appointed by the Court; (iii) any liquidator appointed by the Court or by the creditors; and (iv) an Executive Manager appointed by the Minister under section 230(1) of the Insolvency Order, 2016 (S 112016);
private company
Defined · s 2"private company" means - (a) any company which immediately prior to 3 1 st December 201 0, being the date of commencement of the Companies Act (Amendment) Order, 201 0 (S 1 18/20 1 O), was a private company; @) any company incorporated as a private company by virtue of section 29; or (c) any company converted into a private company pursuant to section 30, being a company which has not ceased to be a private company under section 30;
Registrar
Defined · s 2"Registrar" means the Registrar of Companies appointed under section 288, and includes any Deputy Registrar or Assistant Registrar;
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Restrictions on Sale of Shares and Offers of Shares for Sale
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Prohibition of Partnerships with More Than Twenty Members
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