Office of Public Sector Information
PART 5 continued CHAPTER 3 continued
39. Section 414 of the Companies Act 2006 applies in relation to a company to which this Chapter applies, modified so that it reads as follows—
| “414 | Approval and signing of accounts | |||
| (1) | A company’s annual 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 company’s balance sheet. | |||
| (3) | If annual accounts are approved that do not comply with the requirements of Part 15 as applied (with modifications) by Part 5 of the Overseas Companies Regulations, 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 secure compliance with those requirements or, as the case may be, to prevent the accounts from being approved, | |||
| commits an offence. | ||||
| (4) | A person guilty of an offence under this section is liable— | |||
| (a) | on conviction on indictment, to a fine; | |||
| (b) | on summary conviction, to a fine not exceeding the statutory maximum.”. | |||
40. Sections 441 and 442 of the Companies Act 2006 apply in relation to a company to which this Chapter applies, modified so that they read as follows—
| “441 | Duty to file accounts with the registrar | ||
| (1) | The directors of a company must deliver to the registrar for each financial year a copy of the company’s annual accounts and such other reports as are required to be prepared. | ||
| (2) | The copy of the balance sheet delivered to the registrar under this section must state the name of the person who signed it on behalf of the board. | ||
| (3) | The directors required by this section to deliver accounts must deliver them in respect of each UK establishment that it has at the end of that year, subject as follows. | ||
| (4) | Subsection (3) does not require the delivery of accounts in respect of an establishment if— | ||
| (a) | a return under the Overseas Companies Regulations in respect of that establishment has stated the intention to file accounts in respect of another UK establishment (giving the registered number of that establishment), and | ||
| (b) | the accounts are delivered in respect of that establishment before the end of the period allowed for doing so. | ||
| 442 | Period allowed for filing accounts | ||
| (1) | This section specifies the period allowed for directors of a company to comply with their obligation under section 441 to deliver accounts for a financial year to the registrar. | ||
| This is referred to in sections 392 and 451 as the “period for filing” those accounts. | |||
| (2) | The period is thirteen months after the end of the relevant accounting reference 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 allowed is thirteen months from the first anniversary of the company becoming a relevant overseas company. | ||
| (4) | If the relevant accounting reference period is treated as shortened by virtue of a notice given under section 392, 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) | 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.”. | ||
41. Section 451 of the Companies Act 2006 applies in relation to a company to which this Chapter applies, modified so that it reads as follows—
| “451 | Default in filing accounts: offences | |
| (1) | If the requirements of section 441 (duty to file accounts) are not complied with in relation to a company’s accounts for a financial year before the end of the period for filing those accounts, 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.”. | |
42. Sections 471, 472 and 474 of the Companies Act 2006 apply in relation to a company to which this Chapter applies, modified so that they read as follows—
| “471 | Meaning of “annual accounts” | ||
| In this Part a company’s “annual accounts”, in relation to a financial year, means the company’s individual accounts for that year (see section 394) or, if applicable, the company’s group accounts for that year (see section 399). | |||
| 472 | Notes to the accounts | ||
| (1) | Information required by this Part to be given in notes to a company’s annual accounts may be contained in the accounts or in a separate document annexed to the accounts. | ||
| (2) | References in this Part to a company’s annual accounts, or to a balance sheet or profit and loss account, include notes to the accounts. | ||
| 474 | Minor definitions | ||
| In this Part— | |||
“balance sheet” includes a statement of financial position or other equivalent financial statement; |
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“group” means a parent undertaking and its subsidiary undertakings; |
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“IAS Regulation” means EC Regulation No. 1606/2002 of the European Parliament and of the Council of 19th July 2002 on the application of international accounting standards(10); |
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“international accounting standards” means the international accounting standards, within the meaning of Article 2 of the IAS Regulation; |
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“Overseas Companies Regulations” means the Overseas Companies Regulations 2009 (S.I. 2009/[ ]); |
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“profit and loss account” includes an income statement or other equivalent financial statement; |
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“relevant overseas company” means a company to which Chapter 3 of Part 5 of the Overseas Companies Regulations applies, |
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| and references to “this Part” are to be read as references to those sections of Part 15 of the Companies Act 2006 as applied (with modification) by the Overseas Companies Regulations and include Schedules 4 and 5 to those Regulations.”. | |||
OJ L 243, 11.9.2002, p. 1. Back [10]
The Overseas Companies Regulations 2009