Annual returns and beneficial ownership: keeping your company in good standing

Registering a company is only the start. Under the Companies and Other Business Entities Act [Chapter 24:31], every company has ongoing obligations to the Registrar of Companies. Two of the most important, and most often missed, are annual returns and beneficial ownership disclosure.

1. Annual returns

Each year a company must file an annual return with the Registrar confirming its current details: directors, shareholders and registered office. The return is due within 21 days of the anniversary of the company's incorporation (or re-registration).

• Late filing attracts civil penalties that accumulate for each month the return is outstanding.
• Outstanding returns and penalties must be cleared before the company can be re-registered on the new system.
• Persistent non-filing can lead to the company being struck off the register.

2. Beneficial ownership

A beneficial owner is the individual who ultimately owns or controls the company, even if shares are held in someone else's name. Under the Act, this includes any natural person who directly or indirectly:

• owns more than 20% of the company's shares, or
• holds more than 20% of the voting rights, or
• can appoint or remove a majority of the directors, or
• otherwise exercises significant influence or control over the company.

Every company must keep a register of beneficial owners (section 72 of the Act), recording each beneficial owner's name, identity number, residential address and the nature and extent of their ownership, and must file this information with the Registrar. Material changes must be updated within seven days.

Other records to keep up to date

• Register of members (shareholders)
• Register of directors and secretary
• Minutes of directors' and shareholders' meetings, and written resolutions
• Notification to the Registrar of changes in directors or registered office

How we help

Our company secretarial service prepares and files your annual returns using agreed submission dates, maintains your statutory and beneficial ownership registers, records board resolutions and notifies the Registrar of changes, so your company stays in good standing.

This article is general information, not advice for your specific circumstances. Last reviewed October 2026.