Companies Act 2006

Chapter 10U.K.Filing of accounts and reports

Duty to file accounts and reportsU.K.

441Duty to file accounts and reports with the registrarU.K.

(1)The directors of a company must deliver to the registrar for each financial year the accounts and reports required by—

• [F1section 443A (filing obligations of micro-entities),]

• section 444 (filing obligations of [F2companies subject to small companies regime] [F2small companies other than micro-entities]),

• [F3[F4section 444A (filing obligations of companies entitled to small companies exemption in relation to directors' report),]]

• section 445 (filing obligations of medium-sized companies),

• section 446 (filing obligations of unquoted companies), or

• section 447 (filing obligations of quoted companies).

[F5(2)This is subject to—

• section 448 (unlimited companies exempt from filing obligations), and

• section 448A (dormant subsidiaries exempt from filing obligations).]

442Period allowed for filing accountsU.K.

(1)This section specifies the period allowed for the directors of a company to comply with their obligation under section 441 to deliver accounts and reports for a financial year to the registrar.

This is referred to in the Companies Acts as the “period for filing” those accounts and reports.

(2)The period is—

(a)for a private company, nine months after the end of the relevant accounting reference period, and

(b)for a public company, six months after the end of that period.

This is subject to the following provisions of this section.

(3)If the relevant accounting reference period is the company's first and is a period of more than twelve months, the period is—

(a)nine months or six months, as the case may be, from the first anniversary of the incorporation of the company, or

(b)three months after the end of the accounting reference period,

whichever last expires.

(4)If the relevant accounting reference period is treated as shortened by virtue of a notice given by the company under section 392 (alteration of accounting reference date), the period is—

(a)that applicable in accordance with the above provisions, or

(b)three months from the date of the notice under that section,

whichever last expires.

(5)[F6Subject to subsection (5A),] if for any special reason the Secretary of State thinks fit he may, on an application made before the expiry of the period otherwise allowed, by notice in writing to a company extend that period by such further period as may be specified in the notice.

[F7(5A)Any such extension must not have the effect of extending the period for filing to more than twelve months after the end of the relevant accounting reference period.]

(6)Whether the period allowed is that for a private company or a public company is determined by reference to the company's status immediately before the end of the relevant accounting reference period.

(7)In this section “the relevant accounting reference period” means the accounting reference period by reference to which the financial year for the accounts in question was determined.

443Calculation of period allowedU.K.

(1)This section applies for the purposes of calculating the period for filing a company's accounts and reports which is expressed as a specified number of months from a specified date or after the end of a specified previous period.

(2)Subject to the following provisions, the period ends with the date in the appropriate month corresponding to the specified date or the last day of the specified previous period.

(3)If the specified date, or the last day of the specified previous period, is the last day of a month, the period ends with the last day of the appropriate month (whether or not that is the corresponding date).

(4)If—

(a)the specified date, or the last day of the specified previous period, is not the last day of a month but is the 29th or 30th, and

(b)the appropriate month is February,

the period ends with the last day of February.

(5)“The appropriate month” means the month that is the specified number of months after the month in which the specified date, or the end of the specified previous period, falls.

Filing obligations of different descriptions of companyU.K.

[F8443AFiling obligations of micro-entitiesU.K.

(1)The directors of a company that qualifies as a micro-entity in relation to a financial year, or that would do so but for being or having been a member of an ineligible group—

(a)must deliver to the registrar a copy of the company’s annual accounts, 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 those accounts (and any directors’ report).

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 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.

(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)If more than one person is appointed as auditor, the reference in subsection (4)(a) to the name of the auditor is to be read as a reference to the names of all the auditors.]

444[F9Filing obligations of companies subject to small companies regime] [F9Filing obligations of small companies other than micro-entities]U.K.

[F9(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 [F10the 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)[F11Where the directors deliver to the registrar a copy of the company’s profit and loss account under subsection (1)(b)(i),] the directors must also deliver to the registrar a copy of the auditor's report on [F12the 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.

[F13(2A) Where the balance sheet or profit and loss account is abridged pursuant to paragraph 1A of Schedule 1 to the Small Companies and Groups (Accounts and Directors’ Report) Regulations ( S.I. 2008/409 ) , the directors must also deliver to the registrar a statement by the company that all the members of the company have consented to the abridgement. ]

[F14(3)F15 ... the copies of accounts and reports delivered to the registrar must be copies of the company’s annual accounts and reports. ]

F16(3A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F16(3B). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F17(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5)Where the directors of a company subject to the small companies regime F18...—

(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.

[F19(5A)Subject to subsection (5C), where the directors of a company subject to the small companies regime do not deliver to the registrar a copy of the company’s profit and loss account—

(a)the copy of the balance sheet delivered to the registrar must disclose that fact, and

(b)unless the company is exempt from audit and the directors have taken advantage of that exemption, the notes to the balance sheet delivered must satisfy the requirements in subsection (5B).

(5B)Those requirements are that the notes to the balance sheet must—

(a)state whether the auditor’s report was qualified or unqualified,

(b)where that report was qualified, disclose the basis of the qualification (reproducing any statement under section 498(2)(a) or (b) or section 498(3), if applicable),

(c)where that report was unqualified, include a reference to any matters to which the auditor drew attention by way of emphasis, and

(d)state—

(i)the name of the auditor and (where the auditor is a firm) the name of the person who signed the auditor’s report as senior statutory auditor, or

(ii)if the conditions in section 506 (circumstances in which names may be omitted) are met, that a resolution has been passed and notified to the Secretary of State in accordance with that section.

(5C)Subsection (5A) does not apply in relation to a company if—

(a)the company qualifies as a micro-entity (see sections 384A and 384B) in relation to a financial year, and

(b)the company’s accounts are prepared for that year in accordance with any of the micro-entity provisions.]

(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.

[F20(8)If more than one person is appointed as auditor, the references in subsections (5B)(d)(i) and (7)(a) to the name of the auditor are to be read as references to the names of all the auditors.]]

[F9(1)The directors of a company that is subject to the small companies regime in relation to a financial year, or that would be so subject but for being or having been a member of an ineligible group, must deliver to the registrar a copy of—

(a)the company’s annual accounts, and

(b)the directors’ report.

(2)The directors 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)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.

(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)If more than one person is appointed as auditor, the reference in subsection (4)(a) to the name of the auditor is to be read as a reference to the names of all the auditors.

(6)This section does not apply to companies within section 443A (filing obligations of companies that qualify as micro-entities).]

[F21[F22 444A Filing obligations of companies entitled to small companies exemption in relation to directors' reportU.K.

(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.

[F23(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.]

[F24(4A)If more than one person is appointed as auditor, the reference in subsection (4)(a) to the name of the auditor is to be read as a reference to the names of all the auditors.]

(5)This section does not apply to companies within section 444 (filing obligations of companies subject to the small companies regime).]]

445Filing obligations of medium-sized companiesU.K.

(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, F25...

[F26(aa)the strategic report, 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[F27 the strategic report and] the directors' report).

This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption.

F28(3). . . . . . . . . . . . . . . . . . . . . .

F29(4). . . . . . . . . . . . . . . . . . . . . .

(5)The copies of the balance sheet [F30, strategic report] 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.

[F31(6A)If more than one person is appointed as auditor, the reference in subsection (6)(a) to the name of the auditor is to be read as a reference to the names of all the auditors.]

[F32[F33(7)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).]]

[F32(7)This section does not apply to companies within—

(a)section 443A (filing obligations of micro-entities), or

(b)section 444 (filing obligations of small companies other than micro-entities).]

446Filing obligations of unquoted companiesU.K.

(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, F34. . .

[F35(aa)the strategic report,]

(b)the directors' report [F36, F37...

[F38(ba)any directors’ remuneration report, 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 [F39the strategic report (where this is covered by the auditor’s report),] the directors' report [F40, any directors’ remuneration report] [F41and 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 [F42, strategic report] [F43, directors' report [F44, any directors’ remuneration 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.

[F45(4A)If more than one person is appointed as auditor, the reference in subsection (4)(a) to the name of the auditor is to be read as a reference to the names of all the auditors.]

[F46(5)This section does not apply to companies within—

(a)section 444 (filing obligations of companies subject to the small companies regime), F47. . .

[F48(aa)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).]

[F46(5)This section does not apply to companies within—

(a)section 443A (filing obligations of micro-entities),

(b)section 444 (filing obligations of small companies other than micro-entities), or

(c)section 445 (filing obligations of medium-sized companies).]

447Filing obligations of quoted companiesU.K.

(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, F49. . .

[F50(ba)the strategic report,]

(c)the directors' report.[F51, 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[F52the strategic report (where this is covered by the auditor’s report),] [F53, the directors' report and any separate corporate governance statement]).

(3)The copies of the balance sheet, the directors' remuneration report [F54, the strategic report][F55, 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.

[F56(5)If more than one person is appointed as auditor, the reference in subsection (4)(a) to the name of the auditor is to be read as a reference to the names of all the auditors.]

448Unlimited companies exempt from obligation to file accountsU.K.

(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

[F57(b)each of the members of the company is—

(i)a limited company,

(ii) another unlimited company each of whose members is a limited company, F58 . . .

(iii)a Scottish partnership [F59which is not a limited partnership,] each of whose members is a limited company [F60, or

(iv)a Scottish partnership which is a limited partnership, each of whose general partners is a limited company.]]

[F61The references in paragraph (b) to a limited company, another unlimited company [F62, a Scottish partnership which is not a limited partnership or a Scottish partnership which is a limited 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”.

[F63(5)In this section—

• “ general partner ” means—

  (a)

  in relation to a Scottish partnership which is a limited partnership, a person who is a general partner within the meaning of the Limited Partnerships Act 1907 F64 ; and

  (b)

  in relation to an undertaking incorporated in or formed under the law of any country or territory outside the United Kingdom and which is comparable to a Scottish partnership which is a limited partnership, a person comparable to such a general partner;

• “ limited partnership ” means a partnership registered under the Limited Partnerships Act 1907; and 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. ]

[F65448A Dormant subsidiaries exempt from obligation to file accountsU.K.

(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 [F66any part of the United Kingdom].

(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—

[F67(i)if the undertaking is a company, the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or]

(ii)[F68UK-adopted 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.

448B Companies excluded from the dormant subsidiaries exemptionU.K.

(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).

448C Dormant subsidiaries filing exemption: parent undertaking declaration of guaranteeU.K.

(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,

[F69(b)the registered number (if any) of the parent undertaking,]

F70(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(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.]

Requirements where abbreviated accounts deliveredU.K.

F71449Special auditor's report where abbreviated accounts deliveredU.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F72450Approval and signing of abbreviated accountsU.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Failure to file accounts and reportsU.K.

451Default in filing accounts and reports: offencesU.K.

(1)If the requirements of section 441 (duty to file accounts and reports) are not complied with in relation to a company's accounts and reports for a financial year before the end of the period for filing those accounts and reports, every person who immediately before the end of that period was a director of the company commits an offence.

(2)It is a defence for a person charged with such an offence to prove that he took all reasonable steps for securing that those requirements would be complied with before the end of that period.

(3)It is not a defence to prove that the documents in question were not in fact prepared as required by this Part.

(4)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding [F73one-tenth of level 5 on the standard scale][F73one-tenth of the greater of £5,000 or level 4 on the standard scale].

452Default in filing accounts and reports: court orderU.K.

(1)If—

(a)the requirements of section 441 (duty to file accounts and reports) are not complied with in relation to a company's accounts and reports for a financial year before the end of the period for filing those accounts and reports, and

(b)the directors of the company fail to make good the default within 14 days after the service of a notice on them requiring compliance,

the court may, on the application of any member or creditor of the company or of the registrar, make an order directing the directors (or any of them) to make good the default within such time as may be specified in the order.

(2)The court's order may provide that all costs (in Scotland, expenses) of and incidental to the application are to be borne by the directors.

453Civil penalty for failure to file accounts and reportsU.K.

(1)Where the requirements of section 441 are not complied with in relation to a company's accounts and reports for a financial year before the end of the period for filing those accounts and reports, the company is liable to a civil penalty.

This is in addition to any liability of the directors under section 451.

(2)The amount of the penalty shall be determined in accordance with regulations made by the Secretary of State by reference to—

(a)the length of the period between the end of the period for filing the accounts and reports in question and the day on which the requirements are complied with, and

(b)whether the company is a private or public company.

(3)The penalty may be recovered by the registrar and is to be paid into the Consolidated Fund.

(4)It is not a defence in proceedings under this section to prove that the documents in question were not in fact prepared as required by this Part.

(5)Regulations under this section having the effect of increasing the penalty payable in any case are subject to affirmative resolution procedure.

Otherwise, the regulations are subject to negative resolution procedure.