5.01 Every return to Companies House for the 2025 share buyback was received after the 28-day limit
UK Company A · a UK-listed medical technology group · Compliance or disclosure gap
In brief
The company bought back [n] of its own shares between August and [date]. The law requires a return to Companies House within 28 days of each delivery of shares. All ten returns covering those purchases carry a Companies House receipt stamp of [date] or [date], between [n] and 90 days after the 28-day period for the first delivery on each form had ended.
The evidence, as filed
Screenshot withheld to protect the company’s identity: Annual Report 2025, page 196. Their wording or layout could lead back to the company even with names and figures masked; the evidence list below records what each page shows.
What the report shows, and what the rule requires
| What the annual report shows | What the rule requires |
|---|---|
| What the annual report shows Ten returns of purchase of own shares (form SH03) covering deliveries from [date] to [date] ([n] shares in total) were received by Companies House on [date] (three forms) and [date] (seven forms): [n] to 90 days after each 28-day period ended. | What the rule requires Each return delivered to Companies House within 28 days beginning with the date the shares were delivered to the company (for the first form, by [date]). |
What we checked: All [n] returns of purchase of own shares filed since [date] opened; receipt stamps and delivery dates read on the page images; share totals tied to the directors' report and the final buyback announcement.
The rule
Companies Act 2006, section 707(1) and (6)
Version relied on: Companies Act 2006, revised text on legislation.gov.uk as in force for the financial year reviewed
Where a company purchases shares under this Chapter, it must deliver a return to the registrar within the period of 28 days beginning with the date on which the shares are delivered to it.
Why it matters
- The public register showed none of the 2025 purchases until [date], and most only from late December, although the market had daily announcements.
- Each late return is a default by every officer in default; the Act gives no extension for waiting for the stamp-duty confirmation.
The public register showed none of the 2025 buyback purchases until [date] and most of them only from [date], although the market had daily announcements. Each late return is a default under section 707 by every officer in default.
Exposure
Offence by every officer in default under section 707(6)-(7): a fine. No prosecution is likely for a delay in a return the market already knew from daily announcements; the realistic consequence is a Companies House enquiry and a weaker filing record.
Our workings
FACT: The company ran a buyback from [date], completed on [date]; the final regulatory announcement (RNS) states [n] shares bought, and the directors' report gives the same number. Companies House holds ten returns of purchase of own shares (form SH03) for these purchases. Each lists delivery dates from [date] to [date], and each carries the Companies House barcode receipt stamp: [date] on three forms and [date] on seven forms. The shares on the ten forms add up to [n], so no purchase is missing. COMPUTATION: section 707(1) counts 28 days beginning with the delivery date, so the last permitted day is the delivery date plus 27 days. Measured from the first delivery on each form, the returns were received [n] to 90 days after that last day (workings). INFERENCE: the company appears to have batched the returns, probably to obtain the HM Revenue & Customs (HMRC) stamp-duty confirmation first (the register notes HMRC confirmation on these forms). Returns for the 2026 buyback were also received after the 28-day period, by a shorter margin. What would change it: evidence that a return was delivered earlier and rejected, or an earlier form for the same deliveries, neither of which is on the register.
| Form (registered) | Deliveries | Shares | Last day (first delivery + 27 days) | Received (stamp) | Days after last day |
|---|---|---|---|---|---|
| SH03 [date] (2) | 7-[date] | [n] | [date] | [date] | [n] |
| SH03 [date] (3) | [n]-[date] | [n] | [date] | [date] | [n] |
| SH03 [date] (1) | [n]-[date] | [n] | [date] | [date] | [n] |
| SH03 [date] (5) | [date]-[date] | [n] | [date] | [date] | [n] |
| SH03 [date] (2) | 3-[date] | [n] | [date] | [date] | [n] |
| SH03 [date] (1) | [n]-[date] | [n] | [date] | [date] | [n] |
| SH03 [date] (7) | [n]-[date] | [n] | [date] | [date] | [n] |
| SH03 [date] (6) | [n]-[date] | [n] | [date] | [date] | [n] |
| SH03 [date] (3) | 1-[date] | [n] | [date] | [date] | [n] |
| SH03 [date] (4) | [date] | [n] | [date] | [date] | [n] |
| Total | [n] forms | [n] + [n] + [n] + [n] + [n] + [n] + [n] + [n] + [n] + [n] = [n] | [n] to [n] |
Management’s best defence, and our reply
The company may say that each return needs an HMRC stamp-duty confirmation before Companies House will accept it, so the timing depended partly on HMRC, and that it batched the forms to keep the stamp-duty process orderly. It may add that the market was told of every purchase the next morning by regulatory announcement, so nobody was misled. However, section 707(1) gives no extension for the stamp-duty step: the company chooses when to pay the duty and send the form, and the 28 days run from delivery of the shares. Market announcements do not replace the statutory return, and late returns recur in 2026, which shows a process gap rather than one delayed confirmation.
The fix
- Deliver each return within 28 days of the delivery of the shares (for example weekly, paying stamp duty early so the confirmation arrives in time), and add the 28-day date to the buyback filing calendar.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Companies House receipt stamp on the return covering the first deliveries of the 2025 buyback | Document | |
| 2 | First delivery on that return: [date] (the table shows deliveries of 7, 8, [n] and [date]) | Document | |
| 3 | Receipt stamp [date] on the return for deliveries of 1 to [date] | Document | |
| 4 | First deliveries on that return: 1, 2 and [date] (56 days after the 28-day period for [date]) | Document | |
| 5 | Receipt stamp on the return for the last delivery of the programme | Document | |
| 6 | Last delivery of the programme: [date] ([n] shares, read on the image) | Document | |
| 7 | Final buyback announcement: total shares bought, equal to the total on the ten returns | Document | |
| 8 | The directors' report gives the same number of shares bought in 2025 | Document | Annual Report 2025, page 196 |
Prepared by Pramanex from the company’s published annual reports, without the company’s involvement, to show how an annual report review reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other assurance engagement, and not legal advice. A regulator-style question is a question, not a conclusion.
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