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taxadvisor.uk, Chartered Certified Accountant
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Limited Company ownership and share transfer: AR01 Annual Return

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Limited Company ownership and share transfer: AR01 Annual Return - I set up a Ltd Co as Director and my husband as Company Secretary many years ago. For personal reasons, I resigned in 2007 and my husband became Director and Secretary. We completed a share transfer form of the 100 shares but don't have a new share certificate so I'm not sure if this was ever sent on by our accountant. The paper Annual Returns sent to Companies House by our accountant show my husband as owning the shares from 2008 -2011 but when the new electronic version of the Annual Return started in 2012, the section showing 'Full Details Of Shareholders' has my name under this section:
'The details below relate to individuals/corporate bodies that were shareholders as at 14/07/2012 or that had ceased to be shareholders since the made up date of the previous Annual Return'
'A full list of shareholders for the company are shown below'
Shareholding 1: 100 ORDINARY shares held as at the date of this Return
Name: MY NAME
Does this mean Companies House are showing that I own 100% of the shares?
If a transfer took place in 2007 and the 2007 - 2011 Returns show my husband's name, then the Returns show my name from 2012 to current, who officially owns the shares now?
Submitted: 1 year ago.
Category: Tax
Expert:  taxadvisor.uk replied 1 year ago.
Thank you for your question.Based on what you have stated, it would appear you own 100% of the shares.Do you have a copy of stock transfer form and copy of 2011 Annual return?I am happy to check Companies House records if you kindly give me company name.Many thanks
Customer: replied 1 year ago.

Thank you. The stock transfer form was signed in 2007 and sent to the Stamp Duty office at the time to pay the £5 and returned to us but I can't remember if it was sent anywhere else thereafter by the accountant.

The 2011 Annual Return shows my partner's name with 100 ordinary shares and the date of registration of the transfer as 2007 (that is the handwritten paper return). The 2012 computerised return which has a different format and wording shows my name under the list of shareholders.

If as you say that means I am the shareholder since 2012, does it mean that if we don't do anything, Companies House think that I own the shares? Would this be an error from either Companies House or an error from my accountant not registering forms in 2007? Is it the Annual Return that determines who owns the shares?

Expert:  taxadvisor.uk replied 1 year ago.
Thank you for your reply.Companies House records may be incorrect if they are not updated.Your own company records (minutes of board meetings and register of members) should reflect correct information.When you file an annual return, you update Companies House records for any changes since the previous return.If it is an oversight and your company records show that it is your partner who owns the shares then you should correct the situation when you next file your annual return.It would appear you are the shareholder unless you update CH records. I hope this is helpful and answers your question.If you have any other questions, please ask me before you rate my service – I’ll be happy to respond.
Customer: replied 1 year ago.

It is a small business that was run from home and now has hardly any turnover as we are both in full time employment so there are no minutes of board meetings etc.

My partner needs to submit US tax returns for the period 2012 to present and part of that has a section about declaring if there is any interest (shareholding) in a UK Ltd Company. Based on the last few AR01 forms we had for recent years which has my name as shareholder, we thought the accountant didn't change the shares over when the Directorship changed so thought the answer would be 'No' to shareholding as we assumed it was never done by the accountant.

Now having checked the earlier Annual Returns that show my partner's name after the transfer of Directorship in 2007, we are not sure what to put on the form as it looks like the accountant notified Companies House of the change in 2007 via the Annual Return but then in 2012 it has changed back to me.

So the bot***** *****ne is, is it the Annual Return that determines officially who owns the shares? So if we don't change anything now, would I officially be the shareholder and can correctly state on the form that my partner does not own any shares?

Expert:  taxadvisor.uk replied 1 year ago.
Thank you for your reply.I would leave things as they stand.. i.e. you are the only shareholder as per Companies House and this information is in public domain.There is no need to make changes. I hope this is helpful and answers your question.If you are happy and there are no more issues I will appreciate if you would kindly rate/accept the service I provided to ensure I get credited for it by Just Answer.
Customer: replied 1 year ago.

Thank you for clearing this up. Just to clarify;

-To match what is showing on Companies House, do we just need to show this change on the internal Company Register and issue a share certificate to reflect the same to show that at the end of 2011 (after the 2011 Annual Return was submitted that still shows my partner's name) the shares were transferred back to my name?

Do we also need to complete another Stock Transfer form to reflect the 2011 date that is kept with the Company books?

Expert:  taxadvisor.uk replied 1 year ago.
Thank you for your reply.You need to show this change on the internal company register and issue a share certificate to reflect the same. There is no need to complete another stock transfer form as the Companies House records show you as the only shareholder. I hope this is helpful.I will appreciate if you would kindly rate/accept the service I provided to ensure I get credited for it by Just Answer.
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Expert:  taxadvisor.uk replied 1 year ago.
I thank you for accepting my answer.Best wishes

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