Company Law Reform Bill [HL]

House of Commons

Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL]

Company Law Reform Bill [HL]
Part 15 — Accounts and reports
Chapter 10 — Filing of accounts and reports
200

(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
5
auditor’s report required by section 433.
(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
10
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 496 (circumstances in which names may be
omitted) are met, state that a resolution has been passed and notified to
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the Secretary of State in accordance with that section.
430
Filing obligations of unquoted companies
(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
20
(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.
25
(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—
30
(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 496 (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.
35
(5)
This section does not apply to companies within—
(a)
section 428 (filing obligations of companies subject to the small
companies regime), or
(b)
section 429 (filing obligations of medium-sized companies).
431
Filing obligations of quoted companies
40
(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

Company Law Reform Bill [HL]
Part 15 — Accounts and reports
Chapter 10 — Filing of accounts and reports
201

(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
5
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
10
(b)
if the conditions in section 496 (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.
432
Unlimited companies exempt from obligation to file accounts
(1)
The directors of an unlimited company are not required to deliver accounts
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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
20
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
25
(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.
30
(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
35
(S.I. 1993/1820).
(4)
Where a company is exempt by virtue of this section from the obligation to
deliver accounts—
(a)
section 418(3) (requirements in connection with publication of statutory
accounts: meaning of “statutory accounts”) has effect with the
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substitution for the words “as required to be delivered to the registrar
under section 425” of the words “as prepared in accordance with this
Part and approved by the board of directors”; and
(b)
section 419(1)(b) (requirements in connection with publication of non-
statutory accounts: statement whether statutory accounts delivered)
45
has effect with the substitution for the words from “whether statutory
accounts” to “have been delivered to the registrar” of the words “that

Company Law Reform Bill [HL]
Part 15 — Accounts and reports
Chapter 10 — Filing of accounts and reports
202

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.
5
Requirements where abbreviated accounts delivered
433
Special auditor’s report where abbreviated accounts delivered
(1)
This section applies where—
(a)
the directors of a company deliver abbreviated accounts to the
registrar, and
10
(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
15
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—
20
(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 488(2)(a) or (b) (accounts, records or returns inadequate
25
or accounts not agreeing with records and returns), or
(ii)
section 488(3) (failure to obtain necessary information and
explanations),

the special report must set out that statement in full.
(4)
The provisions of—
30
sections 493, 494, 495 and 496 (signature of auditor’s report), and
sections 497 to 499 (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
35
418 or 419 (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.
434
Approval and signing of abbreviated accounts
(1)
Abbreviated accounts must be approved by the board of directors and signed
40
on behalf of the board by a director of the company.
(2)
The signature must be on the balance sheet.

Company Law Reform Bill [HL]
Part 15 — Accounts and reports
Chapter 10 — Filing of accounts and reports
203

(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
5
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,
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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.
15
Failure to file accounts and reports
435
Default in filing accounts and reports: offences
(1)
If the requirements of section 425 (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
20
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.
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(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
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5 on the standard scale.
436
Default in filing accounts and reports: court order
(1)
If—
(a)
the requirements of section 425 (duty to file accounts and reports) are
not complied with in relation to a company’s accounts and reports for
35
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
40
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.