Companies Act 2006

400Exemption for company included in [F1UK] group accounts of larger groupU.K.

(1)A company is exempt from the requirement to prepare group accounts if it is itself a subsidiary undertaking and its immediate parent undertaking is established under the law of [F2any part of the United Kingdom], in the following cases—

(a)where the company is a wholly-owned subsidiary of that parent undertaking;

[F3(b)where that parent undertaking holds 90% or more of the allotted shares in the company and the remaining shareholders have approved the exemption;

(c)where that parent undertaking holds more than 50% (but less than 90%) of the allotted shares in the company and notice requesting the preparation of group accounts has not been served on the company by the shareholders holding in aggregate at least 5% of the allotted shares in the company.

Such notice must be served at least six months before the end of the financial year to which it relates.]

(2)Exemption is conditional upon compliance with all of the following conditions—

(a)the company must be included in consolidated accounts for a larger group drawn up to the same date, or to an earlier date in the same financial year, by a parent undertaking established under the law of [F4any part of the United Kingdom];

(b)those accounts must be drawn up and audited, and that parent undertaking's annual report must be drawn up F5...—

[F6(i)if the undertaking is a company, in accordance with 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)in accordance with [F7UK-adopted international accounting standards];

(c)the company must disclose in [F8the notes to] its individual accounts that it is exempt from the obligation to prepare and deliver group accounts;

(d)the company must state in its individual accounts the name of the parent undertaking that draws up the group accounts referred to above and—

[F9(i)the address of the undertaking’s registered officeF10..., or]

(ii)if it is unincorporated, the address of its principal place of business;

(e)the company must deliver to the registrar, within the period for filing its accounts and reports for the financial year in question, copies of—

(i)those group accounts, and

(ii)the parent undertaking's annual report,

together with the auditor's report on them;

(f)any requirement of Part 35 of this Act as to the delivery to the registrar of a certified translation into English must be met in relation to any document comprised in the accounts and reports delivered in accordance with paragraph (e).

(3)For the purposes of subsection (1)(b) [F11and (c)] shares held by a wholly-owned subsidiary of the parent undertaking, or held on behalf of the parent undertaking or a wholly-owned subsidiary, shall be attributed to the parent undertaking.

(4)The exemption does not apply to a company [F12which is a traded company.]

(5)Shares held by directors of a company for the purpose of complying with any share qualification requirement shall be disregarded in determining for the purposes of this section whether the company is a wholly-owned subsidiary.

F13(6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .