|
| |
|
(b) | that does not contain items whose omission is authorised by the |
| |
| |
| 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 |
| |
| |
(6) | The copy of the auditor’s report delivered to the registrar under this section |
| 10 |
| |
(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 |
| 15 |
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 |
| |
| |
(4) | The copy of the auditor’s report delivered to the registrar under this section |
| |
| 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 |
| |
| |
(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 |
| |
|
| |
|
| |
|
(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 |
| |
| |
(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 |
| 15 |
and reports to the registrar in respect of a financial year if the following |
| |
| |
(2) | The conditions are that at no time during the relevant accounting reference |
| |
| |
(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 |
| |
| 25 |
(c) | has the company been a parent company of an undertaking which was |
| |
| |
| 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 |
| |
(4) | Where a company is exempt by virtue of this section from the obligation to |
| |
| |
(a) | section 418(3) (requirements in connection with publication of statutory |
| |
accounts: meaning of “statutory accounts”) has effect with the |
| 40 |
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 |
| |
|
| |
|
| |
|
the company is exempt from the requirement to deliver statutory |
| |
| |
(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 |
| |
| 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, |
| |
| 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 |
| |
| |
(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 |
| |
| |
| the special report must set out that statement in full. |
| |
| 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. |
| |
|
| |
|
| |
|
(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 |
| |
| |
(a) | knew that they did not comply, or was reckless as to whether they |
| |
| |
(b) | failed to take reasonable steps to prevent them from being approved, |
| 10 |
| |
(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 |
| |
| 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. |
| 25 |
(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 |
| 30 |
| |
436 | Default in filing accounts and reports: court order |
| |
| |
(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 |
| |
| |
(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. |
| |
|
| |
|