Company Law Reform Bill [HL] (211-214)

House of Commons

Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL] (211-214)

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 16 — Accounts and reports
Chapter 10 — Filing of accounts and reports
211

450
Period allowed for filing accounts
(1)
This section specifies the period allowed for the directors of a company to
comply with their obligation under section 449 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
5
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.
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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
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(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 398 (alteration of accounting
reference date), the period is—
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(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
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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.
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(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.
451
Calculation of period allowed
(1)
This section applies for the purposes of calculating the period for filing a
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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.
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(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—

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 16 — Accounts and reports
Chapter 10 — Filing of accounts and reports
212

(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
5
months after the month in which the specified date, or the end of the specified
previous period, falls.
Filing obligations of different descriptions of company
452
Filing obligations of companies subject to small companies regime
(1)
The directors of a company subject to the small companies regime—
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(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
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(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).
(3)
Subsection (2) does not apply if the company is exempt from audit and the
directors have taken advantage of that exemption.
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If the company is exempt from audit by virtue of section 490 (small charities:
independent examiner’s report in lieu of audit), a copy of the independent
examiner’s report for the purposes of that section must be delivered instead.
(4)
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
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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
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to the registrar such items as may be specified by the regulations.

These are referred to in this Part as “abbreviated accounts”.
(5)
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 457.
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(6)
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
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(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.
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Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 16 — Accounts and reports
Chapter 10 — Filing of accounts and reports
213

(7)
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.
(8)
The copy of the auditor’s report delivered to the registrar under this section
must—
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(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 520 (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.
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453
Filing obligations of medium-sized companies
(1)
The directors of a company that qualifies as a medium-sized company in
relation to a financial year (see sections 473 to 475) must deliver to the registrar
a copy of—
(a)
the company’s annual accounts, and
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(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.
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(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
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(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
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auditor’s report required by section 457.
(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
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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 520 (circumstances in which names may be
omitted) are met, state that a resolution has been passed and notified to
40
the Secretary of State in accordance with that section.
(7)
This section does not apply to companies within section 452 (filing obligations
of companies subject to the small companies regime).

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 16 — Accounts and reports
Chapter 10 — Filing of accounts and reports
214

454
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
(b)
the directors’ report.
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(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
10
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
15
of the person who signed it as senior statutory auditor, or
(b)
if the conditions in section 520 (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—
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(a)
section 452 (filing obligations of companies subject to the small
companies regime), or
(b)
section 453 (filing obligations of medium-sized companies).
455
Filing obligations of quoted companies
(1)
The directors of a quoted company must deliver to the registrar for each
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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
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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
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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 520 (circumstances in which names may be
omitted) are met, state that a resolution has been passed and notified to
40
the Secretary of State in accordance with that section.