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456 | Unlimited companies exempt from obligation to file accounts |
| |
(1) | The directors of an unlimited company are not required to deliver accounts |
| |
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 |
| 5 |
| |
(a) | has the company been, to its knowledge, a subsidiary undertaking of an |
| |
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 |
| 10 |
by one of them would have made the company a subsidiary |
| |
| |
(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 |
| 15 |
to an undertaking (under whatever law established) the liability of whose |
| |
members is at that time limited. |
| |
(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 |
| 20 |
(b) | the company is a qualifying company within the meaning of the |
| |
Partnerships and Unlimited Companies (Accounts) Regulations 1993 |
| |
| |
(4) | Where a company is exempt by virtue of this section from the obligation to |
| |
| 25 |
(a) | section 442(3) (requirements in connection with publication of statutory |
| |
accounts: meaning of “statutory accounts”) has effect with the |
| |
substitution for the words “as required to be delivered to the registrar |
| |
under section 449” of the words “as prepared in accordance with this |
| |
Part and approved by the board of directors”; and |
| 30 |
(b) | section 443(1)(b) (requirements in connection with publication of non- |
| |
statutory accounts: statement whether statutory accounts delivered) |
| |
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 |
| 35 |
| |
(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. |
| |
Requirements where abbreviated accounts delivered |
| 40 |
457 | Special auditor’s report where abbreviated accounts delivered |
| |
(1) | This section applies where— |
| |
(a) | the directors of a company deliver abbreviated accounts to the |
| |
| |
(b) | the company is not exempt from audit (or the directors have not taken |
| 45 |
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 |
| |
with the section in question, and |
| |
(b) | the abbreviated accounts to be delivered are properly prepared in |
| 5 |
accordance with regulations under that section. |
| |
(3) | The auditor’s report on the company’s annual accounts need not be delivered, |
| |
| |
(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 |
| 10 |
| |
(b) | if that report contained a statement under— |
| |
(i) | section 512(2)(a) or (b) (accounts, records or returns inadequate |
| |
or accounts not agreeing with records and returns), or |
| |
(ii) | section 512(3) (failure to obtain necessary information and |
| 15 |
| |
| the special report must set out that statement in full. |
| |
| |
sections 517, 518, 519 and 520 (signature of auditor’s report), and |
| |
sections 521 to 523 (offences in connection with auditor’s report), |
| 20 |
| 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 17. |
| |
(5) | If abbreviated accounts are delivered to the registrar, the references in section |
| |
442 or 443 (requirements in connection with publication of accounts) to the |
| |
auditor’s report on the company’s annual accounts shall be read as references |
| 25 |
to the special auditor’s report required by this section. |
| |
458 | Approval and signing of abbreviated accounts |
| |
(1) | Abbreviated 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 balance sheet. |
| 30 |
(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 |
| 35 |
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, |
| 40 |
| |
(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 |
| |
| 45 |
|
| |
|
| |
|
Failure to file accounts and reports |
| |
459 | Default in filing accounts and reports: offences |
| |
(1) | If the requirements of section 449 (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 |
| 5 |
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. |
| 10 |
(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 |
| 15 |
| |
460 | Default in filing accounts and reports: court order |
| |
| |
(a) | the requirements of section 449 (duty to file accounts and reports) are |
| |
not complied with in relation to a company’s accounts and reports for |
| 20 |
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 |
| 25 |
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. |
| |
461 | Civil penalty for failure to file accounts and reports |
| 30 |
(1) | Where the requirements of section 449 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, the company is liable to a civil |
| |
| |
This is in addition to any liability of the directors under section 459. |
| 35 |
(2) | The amount of the penalty shall be determined in accordance with regulations |
| |
made by the Secretary of State by reference to— |
| |
(a) | the length of the period between the end of the period for filing the |
| |
accounts and reports in question and the day on which the |
| |
requirements are complied with, and |
| 40 |
(b) | whether the company is a private or public company. |
| |
(3) | The penalty may be recovered by the registrar and is to be paid into the |
| |
| |
|
| |
|
| |
|
(4) | It is not a defence in proceedings under this section to prove that the |
| |
documents in question were not in fact prepared as required by this Part. |
| |
(5) | Regulations under this section having the effect of increasing the penalty |
| |
payable in any case are subject to affirmative resolution procedure. |
| |
| Otherwise, the regulations are subject to negative resolution procedure. |
| 5 |
| |
Revision of defective accounts and reports |
| |
| |
462 | Voluntary revision of accounts etc |
| |
(1) | If it appears to the directors of a company that— |
| 10 |
(a) | the company’s annual accounts, |
| |
(b) | the directors’ remuneration report or the directors’ report, or |
| |
(c) | a summary financial statement of the company, |
| |
| did not comply with the requirements of this Act (or, where applicable, of |
| |
Article 4 of the IAS Regulation), they may prepare revised accounts or a revised |
| 15 |
| |
(2) | Where copies of the previous accounts or report have been sent out to |
| |
members, delivered to the registrar or (in the case of a public company) laid |
| |
before the company in general meeting, the revisions must be confined to— |
| |
(a) | the correction of those respects in which the previous accounts or |
| 20 |
report did not comply with the requirements of this Act (or, where |
| |
applicable, of Article 4 of the IAS Regulation), and |
| |
(b) | the making of any necessary consequential alterations. |
| |
(3) | The Secretary of State may make provision by regulations as to the application |
| |
of the provisions of this Act in relation to— |
| 25 |
(a) | revised annual accounts, |
| |
(b) | a revised directors’ remuneration report or directors’ report, or |
| |
(c) | a revised summary financial statement. |
| |
(4) | The regulations may, in particular— |
| |
(a) | make different provision according to whether the previous accounts, |
| 30 |
report or statement are replaced or are supplemented by a document |
| |
indicating the corrections to be made; |
| |
(b) | make provision with respect to the functions of the company’s auditor |
| |
or independent examiner in relation to the revised accounts, report or |
| |
| 35 |
(c) | require the directors to take such steps as may be specified in the |
| |
regulations where the previous accounts or report have been— |
| |
(i) | sent out to members and others under section 429, |
| |
(ii) | laid before the company in general meeting, or |
| |
(iii) | delivered to the registrar, |
| 40 |
| or where a summary financial statement containing information |
| |
derived from the previous accounts or report has been sent to members |
| |
| |
|
| |
|
| |
|
(d) | apply the provisions of this Act (including those creating criminal |
| |
offences) subject to such additions, exceptions and modifications as are |
| |
specified in the regulations. |
| |
(5) | Regulations under this section are subject to negative resolution procedure. |
| |
Secretary of State’s notice |
| 5 |
463 | Secretary of State’s notice in respect of accounts or reports |
| |
(1) | This section applies where— |
| |
(a) | copies of a company’s annual accounts or directors’ report have been |
| |
sent out under section 429, or |
| |
(b) | a copy of a company’s annual accounts or directors’ report has been |
| 10 |
delivered to the registrar or (in the case of a public company) laid before |
| |
the company in general meeting, |
| |
| and it appears to the Secretary of State that there is, or may be, a question |
| |
whether the accounts or report comply with the requirements of this Act (or, |
| |
where applicable, of Article 4 of the IAS Regulation). |
| 15 |
(2) | The Secretary of State may give notice to the directors of the company |
| |
indicating the respects in which it appears that such a question arises or may |
| |
| |
(3) | The notice must specify a period of not less than one month for the directors to |
| |
give an explanation of the accounts or report or prepare revised accounts or a |
| 20 |
| |
(4) | If at the end of the specified period, or such longer period as the Secretary of |
| |
State may allow, it appears to the Secretary of State that the directors have |
| |
| |
(a) | given a satisfactory explanation of the accounts or report, or |
| 25 |
(b) | revised the accounts or report so as to comply with the requirements of |
| |
this Act (or, where applicable, of Article 4 of the IAS Regulation), |
| |
| the Secretary of State may apply to the court. |
| |
(5) | The provisions of this section apply equally to revised annual accounts and |
| |
revised directors’ reports, in which case they have effect as if the references to |
| 30 |
revised accounts or reports were references to further revised accounts or |
| |
| |
| |
464 | Application to court in respect of defective accounts or reports |
| |
(1) | An application may be made to the court— |
| 35 |
(a) | by the Secretary of State, after having complied with section 463, or |
| |
(b) | by a person authorised by the Secretary of State for the purposes of this |
| |
| |
| for a declaration (in Scotland, a declarator) that the annual accounts of a |
| |
company do not comply, or a directors’ report does not comply, with the |
| 40 |
requirements of this Act (or, where applicable, of Article 4 of the IAS |
| |
Regulation) and for an order requiring the directors of the company to prepare |
| |
revised accounts or a revised report. |
| |
|
| |
|
| |
|
(2) | Notice of the application, together with a general statement of the matters at |
| |
issue in the proceedings, shall be given by the applicant to the registrar for |
| |
| |
(3) | If the court orders the preparation of revised accounts, it may give directions |
| |
| 5 |
(a) | the auditing of the accounts, |
| |
(b) | the revision of any directors’ remuneration report, directors’ report or |
| |
summary financial statement, and |
| |
(c) | the taking of steps by the directors to bring the making of the order to |
| |
the notice of persons likely to rely on the previous accounts, |
| 10 |
| and such other matters as the court thinks fit. |
| |
(4) | If the court orders the preparation of a revised directors’ report it may give |
| |
| |
(a) | the review of the report by the auditors, |
| |
(b) | the revision of any summary financial statement, |
| 15 |
(c) | the taking of steps by the directors to bring the making of the order to |
| |
the notice of persons likely to rely on the previous report, and |
| |
(d) | such other matters as the court thinks fit. |
| |
(5) | If the court finds that the accounts or report did not comply with the |
| |
requirements of this Act (or, where applicable, of Article 4 of the IAS |
| 20 |
Regulation) it may order that all or part of— |
| |
(a) | the costs (in Scotland, expenses) of and incidental to the application, |
| |
| |
(b) | any reasonable expenses incurred by the company in connection with |
| |
or in consequence of the preparation of revised accounts or a revised |
| 25 |
| |
| are to be borne by such of the directors as were party to the approval of the |
| |
defective accounts or report. |
| |
| For this purpose every director of the company at the time of the approval of |
| |
the accounts or report shall be taken to have been a party to the approval unless |
| 30 |
he shows that he took all reasonable steps to prevent that approval. |
| |
(6) | Where the court makes an order under subsection (5) it shall have regard to |
| |
whether the directors party to the approval of the defective accounts or report |
| |
knew or ought to have known that the accounts or report did not comply with |
| |
the requirements of this Act (or, where applicable, of Article 4 of the IAS |
| 35 |
Regulation), and it may exclude one or more directors from the order or order |
| |
the payment of different amounts by different directors. |
| |
(7) | On the conclusion of proceedings on an application under this section, the |
| |
applicant must send to the registrar for registration a copy of the court order |
| |
or, as the case may be, give notice to the registrar that the application has failed |
| 40 |
| |
(8) | The provisions of this section apply equally to revised annual accounts and |
| |
revised directors’ reports, in which case they have effect as if the references to |
| |
revised accounts or reports were references to further revised accounts or |
| |
| 45 |
|
| |
|