18. Where, in respect of any financial year, a company is exempt under section 477 (small companies: conditions for exemption from audit) or 480 (dormant companies: conditions for exemption from audit) of the 2006 Act from the requirements of that Act relating to the audit of accounts, these Regulations apply as if they omitted any reference to an auditor’s report, or to the making of such a report.
19.—(1) Where the provisions of the 2006 Act as to the matters to be included in the annual accounts of a company or (as the case may be) in a directors’ report or directors’ remuneration report have been amended after the date of the original annual accounts or (as the case may be) directors’ report or directors’ remuneration report but prior to the date of revision, references in regulations 3 and 7(3) to the provisions of that Act are to be construed as references to the provisions of that Act as in force at the date of the original annual accounts or (as the case may be) directors’ report or directors’ remuneration report.
(2) Where the provisions of sections 444(3) and (4) and 445(3) and (4) of the 2006 Act as to the matters to be included in abbreviated accounts have been amended after the date of delivery of the original abbreviated accounts but prior to the date of revision of the revised accounts or report, references in regulations 15 and 16 to the provisions of the 2006 Act or to any particular provisions of that Act are to be construed as references to the provisions of that Act, or to the particular provision, as in force at the date of the delivery of the original abbreviated accounts.
(3) Where the provisions of section 426 of the 2006 Act or of the Companies (Summary Financial Statement) Regulations 2008 as to the matters to be included in a summary financial statement have been amended after the date of the sending out of the original summary financial statement but prior to the date of revision of the revised accounts or report, references in regulation 17 to section 426 or to those Regulations are to be construed as references to that section or those Regulations as in force at the date of the sending out of the original summary financial statements.
20.—(1) The Companies (Revision of Defective Accounts and Report) Regulations 1990(5) and the Companies (Revision of Defective Accounts and Report) Regulations (Northern Ireland) 1991(6) are revoked.
(2) Notwithstanding the revocation of the regulations specified in paragraph (1), the provisions of those regulations continue to apply in relation to financial years of a company beginning before 6th April 2008.
Gareth Thomas
Parliamentary Under Secretary of State for Trade and Consumer Affairs,
Department for Business, Enterprise and Regulatory Reform
19th February 2008
(This note is not part of the Regulations)
These Regulations set out how the provisions of the Companies Act 2006 (“the 2006 Act”) are to apply to revised annual accounts, directors’ reports, directors’ remuneration reports and summary financial statements prepared under section 454 of the 2006 Act. They replace the Companies (Revision of Defective Accounts and Report) Regulations 1990 (S.I. 1990/2570) (“the 1990 Regulations”) which were made under the Companies Act 1985 (c.6), and the Companies (Revision of Defective Accounts and Report) Regulations (Northern Ireland) 1991 (S.R. 1991/268) (“the 1991 Regulations”), made under the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)).
The Regulations come into force on 6th April 2008, and apply in relation to companies’ financial years beginning on or after that date (regulation 1(2)). They extend to the whole of the United Kingdom, reflecting the extent of the 2006 Act.
Regulation 2 contains definitions. Regulation 2(2) provides that any reference in the Regulations to members of a company include persons nominated to enjoy information rights under section 146 of the 2006 Act (traded companies: nomination of persons to enjoy information rights). Regulation 2(3) provides for references in the Regulations to 2006 Act provisions on the content of accounts and reports to include relevant provisions of the Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008 and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. These two sets of regulations replace the Accounting Schedules to Part 7 of the Companies Act 1985 and Part 8 of the Companies (Northern Ireland) Order 1986.
Regulation 3 re-enacts the provisions of the 1990 and 1991 Regulations providing for revised accounts to be prepared as if they were being prepared as at the date of the approval of the original, defective accounts.
Regulations 4 to 6 re-enact the provisions setting out the procedures for the approval and signing of revised accounts, revised directors’ reports or revised directors’ remuneration reports, and require statements to be inserted into the revised documents making clear what they are.
Regulations 7 to 9 re-enact the provisions for a special auditor’s report on revised accounts or reports.
Regulation 10 restates the provisions that as from the date of revision of the revised accounts they are to be regarded as the company’s annual accounts for all the purposes of the 2006 Act (so that, for example, if the original defective accounts have not by that date been sent to the members of the company under section 423 of the 2006 Act, laid before the company in general meeting in the case of a public company under section 437 or delivered to the registrar of companies under section 441, the revised accounts must be so sent, laid or delivered). Regulation 11 makes similar provision with respect to directors’ reports and directors’ remuneration reports.
Regulations 12 to 14 re-enact the provisions requiring that the directors take certain steps with regard to revised accounts or revised reports where, prior to the date of the revision, copies of the original, defective accounts or reports have been sent to members, laid before the company in general meeting (in the case of a public company) or delivered to the registrar of companies. Regulations 15 to 17 re-enact the special provisions with respect to situations where, prior to the date of revision, accounts abbreviated as for a small or medium-sized company or summary financial statements have been delivered or sent based upon the original, defective accounts.
Regulation 18 re-enacts the provisions with respect to companies exempt from audit, while regulation 19 deals with the case where the provisions of the 2006 Act as to the contents of accounts or reports have changed between the date of the original, defective accounts and the date of revision.
Regulation 20 revokes the 1990 and 1991 Regulations, and makes transitional provision.
An Impact Assessment has not been produced for these Regulations as they have only a negligible impact on the costs of business, charities or voluntary bodies.
S.I. 1990/2570 as amended by S.I.s 1994/1935, 1995/2092, 1996/315, 2005/2282 and 2005/3442. Back [5]
S.R. 1991/268, as amended by regulation 10 of S.R. 1993/267, regulation 5 of, and Schedule 2 to, S.R. 1995/128, regulation 12 of S.R. 1996/179, S.R. 1997/423 and S.R. 2006/139. Back [6]