Office of Public Sector Information
PART 15 continued CHAPTER 7 continued
(2) The company must not publish with non-statutory accounts the auditor’s report on the company’s statutory accounts.
(3) References in this section to the publication by a company of “non-statutory accounts” are to the publication of—
(a) any balance sheet or profit and loss account relating to, or purporting to deal with, a financial year of the company, or
(b) an account in any form purporting to be a balance sheet or profit and loss account for a group headed by the company relating to, or purporting to deal with, a financial year of the company,
otherwise than as part of the company’s statutory accounts.
(4) In subsection (3)(b) “a group headed by the company” means a group consisting of the company and any other undertaking (regardless of whether it is a subsidiary undertaking of the company) other than a parent undertaking of the company.
(5) If a company contravenes any provision of this section, an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
(6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
(7) This section does not apply in relation to the provision by a company of a summary financial statement (see section 426).
(1) This section has effect for the purposes of—
section 433 (name of signatory to be stated in published copies of accounts and reports),
section 434 (requirements in connection with publication of statutory accounts), and
section 435 (requirements in connection with publication of non-statutory accounts).
(2) For the purposes of those sections a company is regarded as publishing a document if it publishes, issues or circulates it or otherwise makes it available for public inspection in a manner calculated to invite members of the public generally, or any class of members of the public, to read it.
(1) The directors of a public company must lay before the company in general meeting copies of its annual accounts and reports.
(2) This section must be complied with not later than the end of the period for filing the accounts and reports in question.
(3) In the Companies Acts “accounts meeting”, in relation to a public company, means a general meeting of the company at which the company’s annual accounts and reports are (or are to be) laid in accordance with this section.
(1) If the requirements of section 437 (public companies: laying of accounts and reports before general meeting) are not complied with before the end of the period allowed, 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 one-tenth of level 5 on the standard scale.
(1) A quoted company must, prior to the accounts meeting, give to the members of the company entitled to be sent notice of the meeting notice of the intention to move at the meeting, as an ordinary resolution, a resolution approving the directors' remuneration report for the financial year.
(2) The notice may be given in any manner permitted for the service on the member of notice of the meeting.
(3) The business that may be dealt with at the accounts meeting includes the resolution.
This is so notwithstanding any default in complying with subsection (1) or (2).
(4) The existing directors must ensure that the resolution is put to the vote of the meeting.
(5) No entitlement of a person to remuneration is made conditional on the resolution being passed by reason only of the provision made by this section.
(6) In this section—
“the accounts meeting” means the general meeting of the company before which the company’s annual accounts for the financial year are to be laid; and
“existing director” means a person who is a director of the company immediately before that meeting.
(1) In the event of default in complying with section 439(1) (notice to be given of resolution for approval of directors' remuneration report), an offence is committed by every officer of the company who is in default.
(2) If the resolution is not put to the vote of the accounts meeting, an offence is committed by each existing director.
(3) It is a defence for a person charged with an offence under subsection (2) to prove that he took all reasonable steps for securing that the resolution was put to the vote of the meeting.
(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
(5) In this section—
“the accounts meeting” means the general meeting of the company before which the company’s annual accounts for the financial year are to be laid; and
“existing director” means a person who is a director of the company immediately before that meeting.
(1) The directors of a company must deliver to the registrar for each financial year the accounts and reports required by—
section 444 (filing obligations of companies subject to small companies regime),
section 445 (filing obligations of medium-sized companies),
section 446 (filing obligations of unquoted companies), or
section 447 (filing obligations of quoted companies).
(2) This is subject to section 448 (unlimited companies exempt from filing obligations).
(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) 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.
(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.
(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.
(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 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 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.
(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.
(7) This section does not apply to companies within section 444 (filing obligations of companies subject to the small companies regime).
(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, 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 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) This section does not apply to companies within—
(a) section 444 (filing obligations of companies subject to the small companies regime), or
(b) section 445 (filing obligations of medium-sized 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, and
(c) the directors' report.
(2) They must also deliver a copy of the auditor’s report on those accounts (and on the directors' remuneration report and the directors' report).
(3) The copies of the balance sheet, the directors' remuneration report and the 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.
(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
(b) the company is a qualifying company within the meaning of the Partnerships and Unlimited Companies (Accounts) Regulations 1993 (S.I. 1993/1820).
(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.
(1) This section applies where—
(a) the directors of a company deliver abbreviated accounts to the registrar, and
(b) the company is not exempt from audit (or the directors have not taken advantage of any such exemption).
(2) The directors must also deliver to the registrar a copy of a special report of the company’s auditor stating that in his opinion—
(a) the company is entitled to deliver abbreviated accounts in accordance with the section in question, and
(b) the abbreviated accounts to be delivered are properly prepared in accordance with regulations under that section.
(3) The auditor’s report on the company’s annual accounts need not be delivered, but—
(a) if that report was qualified, the special report must set out that report in full together with any further material necessary to understand the qualification, and
(b) if that report contained a statement under—
(i) section 498(2)(a) or (b) (accounts, records or returns inadequate or accounts not agreeing with records and returns), or
(ii) section 498(3) (failure to obtain necessary information and explanations),
the special report must set out that statement in full.
(4) The provisions of—
sections 503 to 506 (signature of auditor’s report), and
sections 507 to 509 (offences in connection with auditor’s report),
apply to a special report under this section as they apply to an auditor’s report on the company’s annual accounts prepared under Part 16.
(5) If abbreviated accounts are delivered to the registrar, the references in section 434 or 435 (requirements in connection with publication of accounts) to the auditor’s report on the company’s annual accounts shall be read as references to the special auditor’s report required by this section.
(1) Abbreviated accounts must be approved by the board of directors and signed on behalf of the board by a director of the company.
(2) The signature must be on the balance sheet.
(3) The balance sheet must contain in a prominent position above the signature a statement to the effect that it is prepared in accordance with the special provisions of this Act relating (as the case may be) to companies subject to the small companies regime or to medium-sized companies.
(4) If abbreviated accounts are approved that do not comply with the requirements of regulations under the relevant section, every director of the company who—
(a) knew that they did not comply, or was reckless as to whether they complied, and
(b) failed to take reasonable steps to prevent them from being approved,
commits an offence.
(5) A person guilty of an offence under subsection (4) is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction, to a fine not exceeding the statutory maximum.
(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 one-tenth of level 5 on the standard scale.
(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.
(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.
(1) If it appears to the directors of a company that—
(a) the company’s annual accounts,
(b) the directors' remuneration report or the directors' report, or
(c) a summary financial statement of the company,
did not comply with the requirements of this Act (or, where applicable, of Article 4 of the IAS Regulation), they may prepare revised accounts or a revised report or statement.
(2) Where copies of the previous accounts or report have been sent out to members, delivered to the registrar or (in the case of a public company) laid before the company in general meeting, the revisions must be confined to—
(a) the correction of those respects in which the previous accounts or report did not comply with the requirements of this Act (or, where applicable, of Article 4 of the IAS Regulation), and
(b) the making of any necessary consequential alterations.
(3) The Secretary of State may make provision by regulations as to the application of the provisions of this Act in relation to—
(a) revised annual accounts,
(b) a revised directors' remuneration report or directors' report, or
(c) a revised summary financial statement.
(4) The regulations may, in particular—
(a) make different provision according to whether the previous accounts, report or statement are replaced or are supplemented by a document indicating the corrections to be made;
(b) make provision with respect to the functions of the company’s auditor in relation to the revised accounts, report or statement;
(c) require the directors to take such steps as may be specified in the regulations where the previous accounts or report have been—
(i) sent out to members and others under section 423,
(ii) laid before the company in general meeting, or
(iii) delivered to the registrar,
or where a summary financial statement containing information derived from the previous accounts or report has been sent to members under section 426;
(d) apply the provisions of this Act (including those creating criminal offences) subject to such additions, exceptions and modifications as are specified in the regulations.
(5) Regulations under this section are subject to negative resolution procedure.
(1) This section applies where—
(a) copies of a company’s annual accounts or directors' report have been sent out under section 423, or
(b) a copy of a company’s annual accounts or directors' report has been delivered to the registrar or (in the case of a public company) laid before the company in general meeting,
and it appears to the Secretary of State that there is, or may be, a question whether the accounts or report comply with the requirements of this Act (or, where applicable, of Article 4 of the IAS Regulation).
(2) The Secretary of State may give notice to the directors of the company indicating the respects in which it appears that such a question arises or may arise.
(3) The notice must specify a period of not less than one month for the directors to give an explanation of the accounts or report or prepare revised accounts or a revised report.
(4) If at the end of the specified period, or such longer period as the Secretary of State may allow, it appears to the Secretary of State that the directors have not—
(a) given a satisfactory explanation of the accounts or report, or
(b) revised the accounts or report so as to comply with the requirements of this Act (or, where applicable, of Article 4 of the IAS Regulation),
the Secretary of State may apply to the court.
(5) The provisions of this section apply equally to revised annual accounts and revised directors' reports, in which case they have effect as if the references to revised accounts or reports were references to further revised accounts or reports.
Companies Act 2006