In the last two posts of this series I discussed with you two common situations you can face as result of simply failing to lodge your company annual return and I also touched a bit on what an annual return is and why it is important to lodge an returns every 18 month period to avoid deregistration of your company when IPA conducts a what is called a “deregistration exercise”.
Now I will go into more detail on completing your company annual return.
But before I do I want to make it very clear that this is only a simple guide to assist you in completing your annual return and should not be taken as concrete advice. . I still maintain that you always seek the advice of a competent legal adviser where a comprehensive explanation is required about the annual return form 22.
The purpose of this post is only to give you a fair idea of how to complete at least your first annual return based on my own experience with assisting clients to complete their annual returns who have lodged it with IPA without any problems.
By the way you might want to down load a blank annual return form to follow through with this guide.
Right, the first thing you need to know is that your company annual returns are to be lodged every 18 month period regardless of whether you are doing business or not.
So from the date of your company’s incorporation and within 18 months you are to lodge your first company annual return and consistently every 18 month period thereafter. And by lodging your annual returns on time consistently you also avoid paying late penalty fees.
Business Calendar Year
All businesses operate in a calendar period, in PNG its start from 1 January – 31 December. So just remember this - a company annual return is to be lodged in the next year for the last year’s business calendar period.
An annual return for the period 1 January – 31 December 2006, for example, is referred to as a 2007 annual return since you are to lodge it in 2007 for the business calendar period of 2006.
Let us now briefly look at some of the most important items on an annual return form (Form 22). The rest of the other details on the company annual return form are self explanatory and can be easily completed with the assistance of an extract – a summary print out of your company’s records held at the office of the Registrar of Companies - which you can obtain for a service fee of K10.
Item 2 of Form 22
Say if your company was registered on 1 January 2006 then your business calendar period for the first year’s annual return would be from 1 January 2006 to 31 December 2006. Unless you have adopted a different a business calendar period and have notified the Registrar of Companies of this.
Item 6 – Date of the last annual meeting held or deemed to be held for the business calendar year.
Now it is very important that a company hold its annual general meeting (AGM) every year before lodging its annual return. Also an annual return must be made up to the date of the AGM held or deemed to be held.
For example, if your business calendar year is from:
Then you can hold your annual general meeting any time after the business calendar year ends and no later than 6 months from December - staying within the 18 month period to avoid paying late penalty fees - and state this date of annual general meeting that was held or deemed to be held at item 6 of Form 22.
In the above example we have stated “30 June 2007” as the date of the annual meeting held or deemed to be held for the year.
Item 7 of Form 22 – Date of the last annual meeting held or deemed to be held.
If this is your first company annual return you can state “NIL” at item 7 of Form 22
Hint: If this is your second or subsequent annual return you can state the date of the last annual meeting held or deemed to be held which you had stated at item 6 of Form 22 of your previous annual return form.
For example, if you registered on 1 January 2006 and your last annual return was made up to 30 June 2007 (item 6 of Form 22) then in the next year, you can state at (item 7 of Form 22) the date of the last annual meeting as “30 June 2007”.
Item 8 – Date to which this annual return is made up to
The “date to which this annual return is made up to” at item 8 of Form 22 is the date you held the company annual meeting or it can be any day after the date of the annual meeting held but within 14 days after the annual meeting was held or deemed to be held otherwise you have to pay late fees as well.
For this example we state the date to which this return is made up to as the same as item 6 of Form 22.
A business calendar year that is less than or more than 12 months
What if your company was not registered on 1 January 2006? What if it was registered on 20 April of 2006 instead? Here, exception can be given for the first annual return of a company where you can state a 9 month, a 8 month, a 7 month or even a 6 month business calendar period. For example a company registered on 20 April 2006 can have a business calendar period as
That is a 9 month period and it can then lodge its first annual return on 30 June 2007 the total time frame would be 15 months only, but it is still within the required 18 month period.
Note that normally all annual returns are to be submitted to the office of the Registrar of Companies around June of each year. Hint: The last possible date to lodge your annual return for the last year without any late fee is the 14th of July of each year.
Another example would be if your company was registered on 16 September 2005. You can extend your business calendar period into the next year like this:
This is a 15 month period and so you have another 3 months or until 31 March 2007 - which brings the total time frame to exactly 18 months – within which you can hold your meeting and then submit your annual return.
Once again let me remind you that this is only a simple guide to assist you in completing your annual return and should not be taken as concrete advice. I still maintain that you always seek the advice of a competent legal adviser where a comprehensive explanation is required about the annual return form 22.
If you found this post helpful please let me know.Labels: Commerce Regulations, Deregistration
