Updated
GL-A-06
Glossary · Structures and trusts
Annual Return - a company's yearly filing, required even without activity
01 / In 30 seconds
The short answer
- What it is
- The annual filing of information about a company with the state register
- What it includes
- Current information on directors, members and the address, sometimes financial statements
- When it is filed
- Every year by the set deadline, even if there was no activity
- What happens if it is late
- Penalties, loss of good standing and, in the extreme, being struck off the register
- Who usually files it
- The registered agent or accountant, but responsibility lies with the company
02 / In plain words
What Annual Return means
An annual return is the yearly filing of information about a company with the state register. Depending on the jurisdiction, it may be confirmation of current information on directors, members and the address, financial statements, or both. The filing deadline is tied to the date of incorporation or to the calendar year.
The key point that owners of dormant companies miss: the obligation exists regardless of whether there was any activity. A company without a single transaction in the year must still file and pay its duties. Having no turnover does not exempt you from the formalities — it only simplifies their content.
The consequences of late filing escalate gradually: first penalties, then loss of good standing, then inability to obtain certificates and carry out transactions and, in the extreme, the company being struck off the register. Restoration after striking off is not always possible, and where it is, it costs considerably more than filing on time.
A case from practice
A client’s dormant company had not filed returns for years — the owner believed that with no activity there was nothing to report. By the time the company was needed, penalties had built up and its status had been lost. Restoring it cost more than several years of filing on time.
Who it concerns
- Owners of foreign companies
- Dormant companies with no activity
- Holding structures
- Companies that own real estate
- Preparing to apply for a programme
- Selling or restructuring the business
03 / What it covers
What the duties include
Information
- Directors and members
- Registered address
- Changes during the year
Finance
- Financial statements where required
- State duties
- Payment for the agent’s services
Timelines
- Annual frequency
- Tied to the date of incorporation
- Filing deadline
Consequences
- Penalties for late filing
- Loss of good standing
- Striking off the register
04 / How it works
How it should work
Put the deadlines in the calendar
Filing date and fees in the calendar.
Gather current information
Directors, shareholders, address, statements.
File the return
Filing with the registry via the agent.
Pay the duties and the agent
Registry fee and agent services.
Check status in the register
The company is in good standing.
05 / Key facts
What you need to know
01What it is
A yearly filing with the registry
Confirmation of directors, shareholders and address, financial statements, or both.
02Who must file
Every company
Even with no transactions in the year, the return and fees are due.
03Deadline
By incorporation date or calendar year
Depends on the jurisdiction.
04Late filing
From fines to striking off
Fines, loss of good standing, no certificates, striking off the register.
Common mistakes
Thinking a dormant company has nothing to file
File every year, even with no turnover.
Relying entirely on the agent
Keep the deadlines in your own calendar and check the status.
Not updating contacts for notices
Give the agent and registry current addresses.
06 / Expert advice
How to prepare in advance
Filing deadlines for each company are put in the calendar with a reminder in advance. Contact details held by the registered agent are kept up to date — notices come through the agent. Once a year the company’s status is checked independently in the register: a few minutes that spare you unpleasant discoveries.
What we do for you. We check the formal status of all the client’s companies before applying for a programme. Overdue filings are a small thing that, in the check, turns into a question about your discipline in business.
Anna KovalevskayaLead lawyer for EU citizenship and residency, 12 years of practice
07 / Questions
Frequently asked questions
The annual filing of information about a company with the state register: details of directors, members and the address, sometimes financial statements.
Yes. The obligation does not depend on turnover: a company with no transactions still files a return and pays its duties.
First penalties, then loss of good standing, inability to obtain certificates and, in the extreme, striking off the register.
Usually the registered agent or accountant, but responsibility for timeliness lies with the company itself and its directors.
Sometimes, yes, but the procedure is complex and expensive and is not possible in every jurisdiction. It is simpler not to let it come to that.
Put the dates in the calendar, keep your contact details with the agent up to date and check your status in the register yourself once a year.
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