C21C22C23C24Part 15Accounts and reports
Pt. 15 applied (with modifications) (6.4.2008) by The Partnerships (Accounts) Regulations 2008 (S.I. 2008/569), regs. 4, 7, Sch. Pt. 1
Pt. 15 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 16 (with transitional provisions and savings in regs. 7, 9, Sch. 2)
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
Chapter 10Filing of accounts and reports
Filing obligations of different descriptions of company
C1C2C3C4I1C5444Filing obligations of companies subject to small companies regime
1
The directors of a company subject to the small companies regime—
a
must deliver to the registrar for each financial year a copy of a balance sheet drawn up as at the last day of that year, and
b
may also deliver to the registrar—
i
a copy of the company's profit and loss account for that year, and
ii
a copy of the directors' report for that year.
2
The directors must also deliver to the registrar a copy of the auditor's report on F1the accounts (and any directors' report) that it delivers.
This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption.
3
The copies of accounts and reports delivered to the registrar must be copies of the company's annual accounts and reports, except that where the company prepares Companies Act accounts—
a
the directors may deliver to the registrar a copy of a balance sheet drawn up in accordance with regulations made by the Secretary of State, and
b
there may be omitted from the copy profit and loss account delivered to the registrar such items as may be specified by the regulations.
These are referred to in this Part as “abbreviated accounts”.
4
If abbreviated accounts are delivered to the registrar the obligation to deliver a copy of the auditor's report on the accounts is to deliver a copy of the special auditor's report required by section 449.
5
Where the directors of a company subject to the small companies regime deliver to the registrar IAS accounts, or Companies Act accounts that are not abbreviated accounts, and in accordance with this section—
a
do not deliver to the registrar a copy of the company's profit and loss account, or
b
do not deliver to the registrar a copy of the directors' report,
the copy of the balance sheet delivered to the registrar must contain in a prominent position a statement that the company's annual accounts and reports have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
6
The copies of the balance sheet and any directors' report delivered to the registrar under this section must state the name of the person who signed it on behalf of the board.
7
The copy of the auditor's report delivered to the registrar under this section must—
a
state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or
b
if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.
C6C7444AF16Filing obligations of companies entitled to small companies exemption in relation to directors' report
1
The directors of a company that is entitled to small companies exemption in relation to the directors' report for a financial year—
a
must deliver to the registrar a copy of the company's annual accounts for that year, and
b
may also deliver to the registrar a copy of the directors' report.
2
The directors must also deliver to the registrar a copy of the auditor's report on the accounts (and any directors' report) that it delivers. This does not apply if the company is exempt from audit and the directors have taken advantage of that exception.
3
The copies of the balance sheet and directors' report delivered to the registrar under this section must state the name of the person who signed it on behalf of the board.
F24
The copy of the auditor's report delivered to the registrar under this section must—
a
state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or
b
if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.
5
This section does not apply to companies within section 444 (filing obligations of companies subject to the small companies regime).
C8I2C9C10445Filing obligations of medium-sized companies
1
The directors of a company that qualifies as a medium-sized company in relation to a financial year (see sections 465 to 467) must deliver to the registrar a copy of—
a
the company's annual accounts, and
b
the directors' report.
2
They must also deliver to the registrar a copy of the auditor's report on those accounts (and on the directors' report).
This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption.
3
Where the company prepares Companies Act accounts, the directors may deliver to the registrar a copy of the company's annual accounts for the financial year—
a
that includes a profit and loss account in which items are combined in accordance with regulations made by the Secretary of State, and
b
that does not contain items whose omission is authorised by the regulations.
These are referred to in this Part as “abbreviated accounts”.
4
If abbreviated accounts are delivered to the registrar the obligation to deliver a copy of the auditor's report on the accounts is to deliver a copy of the special auditor's report required by section 449.
5
The copies of the balance sheet and directors' report delivered to the registrar under this section must state the name of the person who signed it on behalf of the board.
6
The copy of the auditor's report delivered to the registrar under this section must—
a
state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or
b
if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.
F37
This section does not apply to companies within—
a
section 444 (filing obligations of companies subject to the small companies regime), or
b
section 444A (filing obligations of companies entitled to small companies exemption in relation to directors' report).
C11C12I3C13446Filing obligations of unquoted companies
1
The directors of an unquoted company must deliver to the registrar for each financial year of the company a copy of—
a
the company's annual accounts, F4. . .
b
the directors' reportF5, and
c
any separate corporate governance statement.
2
The directors must also deliver to the registrar a copy of the auditor's report on those accounts (and the directors' report F6and any separate corporate governance statement).
This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption.
3
The copies of the balance sheet F7, directors' report and any separate corporate governance statement delivered to the registrar under this section must state the name of the person who signed it on behalf of the board.
4
The copy of the auditor's report delivered to the registrar under this section must—
a
state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or
b
if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.
5
This section does not apply to companies within—
a
section 444 (filing obligations of companies subject to the small companies regime), F8. . .
F9aa
section 444A (filing obligations of companies entitled to small companies exemption in relation to directors' report), or
b
section 445 (filing obligations of medium-sized companies).
C14I4C15447Filing obligations of quoted companies
1
The directors of a quoted company must deliver to the registrar for each financial year of the company a copy of—
a
the company's annual accounts,
b
the directors' remuneration report, F10. . .
c
the directors' report.F11, and
d
any separate corporate governance statement.
2
They must also deliver a copy of the auditor's report on those accounts (and on the directors' remuneration report F12, the directors' report and any separate corporate governance statement).
3
The copies of the balance sheet, the directors' remuneration report F13, the directors' report and any separate corporate governance statement delivered to the registrar under this section must state the name of the person who signed it on behalf of the board.
4
The copy of the auditor's report delivered to the registrar under this section must—
a
state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or
b
if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.
C16C17448Unlimited companies exempt from obligation to file accounts
1
The directors of an unlimited company are not required to deliver accounts and reports to the registrar in respect of a financial year if the following conditions are met.
2
The conditions are that at no time during the relevant accounting reference period—
a
has the company been, to its knowledge, a subsidiary undertaking of an undertaking which was then limited, or
b
have there been, to its knowledge, exercisable by or on behalf of two or more undertakings which were then limited, rights which if exercisable by one of them would have made the company a subsidiary undertaking of it, or
c
has the company been a parent company of an undertaking which was then limited.
The references above to an undertaking being limited at a particular time are to an undertaking (under whatever law established) the liability of whose members is at that time limited.
3
The exemption conferred by this section does not apply if—
a
the company is a banking or insurance company or the parent company of a banking or insurance group, or
F14b
each of the members of the company is—
i
a limited company,
ii
another unlimited company each of whose members is a limited company, or
iii
a Scottish partnership each of whose members is a limited company.
F15The references in paragraph (b) to a limited company, another unlimited company or a Scottish partnership include a comparable undertaking incorporated in or formed under the law of a country or territory outside the United Kingdom.
4
Where a company is exempt by virtue of this section from the obligation to deliver accounts—
a
section 434(3) (requirements in connection with publication of statutory accounts: meaning of “statutory accounts”) has effect with the substitution for the words “as required to be delivered to the registrar under section 441” of the words “as prepared in accordance with this Part and approved by the board of directors”; and
b
section 435(1)(b) (requirements in connection with publication of non-statutory accounts: statement whether statutory accounts delivered) has effect with the substitution for the words from “whether statutory accounts” to “have been delivered to the registrar” of the words “that the company is exempt from the requirement to deliver statutory accounts”.
5
In this section the “relevant accounting reference period”, in relation to a financial year, means the accounting reference period by reference to which that financial year was determined.
C18448AF17Dormant subsidiaries exempt from obligation to file accounts
1
The directors of a company are not required to deliver a copy of the company's individual accounts to the registrar in respect of a financial year if—
a
the company is a subsidiary undertaking,
b
it has been dormant throughout the whole of that year, and
c
its parent undertaking is established under the law of an EEA State.
2
Exemption is conditional upon compliance with all of the following conditions—
a
all members of the company must agree to the exemption in respect of the financial year in question,
b
the parent undertaking must give a guarantee under section 448C in respect of that year,
c
the company must be included in the consolidated accounts drawn up for that year or to an earlier date in that year by the parent undertaking in accordance with—
i
the provisions of the Seventh Directive (83/349/EEC), or
ii
international accounting standards,
d
the parent undertaking must disclose in the notes to the consolidated accounts that the directors of the company are exempt from the requirement to deliver a copy of the company's individual accounts to the registrar by virtue of this section, and
e
the directors of the company must deliver to the registrar within the period for filing the company's accounts and reports for that year—
i
a written notice of the agreement referred to in subsection (2)(a),
ii
the statement referred to in section 448C(1),
iii
a copy of the consolidated accounts referred to in subsection (2)(c),
iv
a copy of the auditor's report on those accounts, and
v
a copy of the consolidated annual report drawn up by the parent undertaking.
C19448BCompanies excluded from the dormant subsidiaries exemption
The directors of a company are not entitled to the exemption conferred by section 448A (dormant subsidiaries) if the company was at any time within the financial year in question—
a
a quoted company as defined in section 385(2) of this Act,
b
a company that—
i
is an authorised insurance company, a banking company, an e-Money issuer, a MiFID investment firm or a UCITS management company, or
ii
carries on insurance market activity, or
c
a special register body as defined in section 117(1) of the Trade Union and Labour Relations (Consolidation) Act 1992 (c 52) or an employers' association as defined in section 122 of that Act or Article 4 of the Industrial Relations (Northern Ireland) Order 1992 (S.I. 1992/807) (NI 5).
C20448CDormant subsidiaries filing exemption: parent undertaking declaration of guarantee
1
A guarantee is given by a parent undertaking under this section when the directors of the subsidiary company deliver to the registrar a statement by the parent undertaking that it guarantees the subsidiary company under this section.
2
The statement under subsection (1) must be authenticated by the parent undertaking and must specify—
a
the name of the parent undertaking,
b
if the parent undertaking is incorporated in the United Kingdom, its registered number (if any),
c
if the parent undertaking is incorporated outside the United Kingdom and registered in the country in which it is incorporated, the identity of the register on which it is registered and the number with which it is so registered,
d
the name and registered number of the subsidiary company in respect of which the guarantee is being given,
e
the date of the statement, and
f
the financial year to which the guarantee relates.
3
A guarantee given under this section has the effect that—
a
the parent undertaking guarantees all outstanding liabilities to which the subsidiary company is subject at the end of the financial year to which the guarantee relates, until they are satisfied in full, and
b
the guarantee is enforceable against the parent undertaking by any person to whom the subsidiary company is liable in respect of those liabilities.
Pt. 15 applied (with modifications) (6.4.2008) by The Bank Accounts Directive (Miscellaneous Banks) Regulations 2008 (S.I. 2008/567), reg. 4, Sch. para. 1 (with Sch. para. 11)