|
| |
|
(6) | In relation to the aggregate figures for turnover and balance sheet total— |
| |
“net” means after any set-offs and other adjustments made to eliminate |
| |
| |
(a) | in the case of Companies Act accounts, in accordance with |
| |
regulations under section 410, |
| 5 |
(b) | in the case of IAS accounts, in accordance with international |
| |
accounting standards; and |
| |
“gross” means without those set-offs and other adjustments. |
| |
| A company may satisfy the relevant requirements on the basis of either the net |
| |
| 10 |
(7) | The figures for each subsidiary undertaking shall be those included in its |
| |
individual accounts for the relevant financial year, that is— |
| |
(a) | if its financial year ends with that of the parent company, that financial |
| |
| |
(b) | if not, its financial year ending last before the end of the financial year |
| 15 |
| |
| If those figures cannot be obtained without disproportionate expense or undue |
| |
delay, the latest available figures shall be taken. |
| |
475 | Companies excluded from being treated as medium-sized |
| |
(1) | A company is not entitled to take advantage of any of the provisions of this Part |
| 20 |
relating to companies qualifying as medium-sized if it was at any time within |
| |
the financial year in question— |
| |
| |
| |
(i) | has permission under Part 4 of the Financial Services and |
| 25 |
Markets Act 2000 (c. 8) to carry on a regulated activity, or |
| |
(ii) | carries on insurance market activity, or |
| |
(c) | a member of an ineligible group. |
| |
(2) | A group is ineligible if any of its members is— |
| |
| 30 |
(b) | a body corporate (other than a company) whose shares are admitted to |
| |
trading on a regulated market, or |
| |
| |
(i) | has permission under Part 4 of the Financial Services and |
| |
Markets Act 2000 to carry on a regulated activity, or |
| 35 |
(ii) | carries on insurance market activity. |
| |
General power to make further provision about accounts and reports |
| |
476 | General power to make further provision about accounts and reports |
| |
(1) | The Secretary of State may make provision by regulations about— |
| |
(a) | the accounts and reports that companies are required to prepare; |
| 40 |
(b) | the categories of companies required to prepare accounts and reports |
| |
| |
(c) | the form and content of the accounts and reports that companies are |
| |
| |
|
| |
|
| |
|
(d) | the obligations of companies and others as regards— |
| |
(i) | the approval of accounts and reports, |
| |
(ii) | the sending of accounts and reports to members and others, |
| |
(iii) | the laying of accounts and reports before the company in |
| |
| 5 |
(iv) | the delivery of copies of accounts and reports to the registrar, |
| |
| |
(v) | the publication of accounts and reports. |
| |
(2) | The regulations may amend this Part by adding, altering or repealing |
| |
| 10 |
(3) | But they must not amend (other than consequentially)— |
| |
(a) | section 399 (accounts to give true and fair view), or |
| |
(b) | the provisions of Chapter 11 (revision of defective accounts and |
| |
| |
(4) | The regulations may create criminal offences in cases corresponding to those |
| 15 |
in which an offence is created by an existing provision of this Part. |
| |
| The maximum penalty for any such offence may not be greater than is |
| |
provided in relation to an offence under the existing provision. |
| |
(5) | The regulations may provide for civil penalties in circumstances |
| |
corresponding to those within section 461(1) (civil penalty for failure to file |
| 20 |
| |
| The provisions of section 461(2) to (5) apply in relation to any such penalty. |
| |
Other supplementary provisions |
| |
477 | Preparation and filing of accounts in euros |
| |
(1) | The amounts set out in the annual accounts of a company may also be shown |
| 25 |
in the same accounts translated into euros. |
| |
(2) | When complying with section 449 (duty to file accounts and reports), the |
| |
directors of a company may deliver to the registrar an additional copy of the |
| |
company’s annual accounts in which the amounts have been translated into |
| |
| 30 |
| |
(a) | the amounts must have been translated at the exchange rate prevailing |
| |
on the date to which the balance sheet is made up, and |
| |
(b) | that rate must be disclosed in the notes to the accounts. |
| |
(4) | For the purposes of sections 442 and 443 (requirements in connection with |
| 35 |
published accounts) any additional copy of the company’s annual accounts |
| |
delivered to the registrar under subsection (2) above shall be treated as |
| |
statutory accounts of the company. |
| |
| In the case of such a copy, references in those sections to the auditor’s report |
| |
on the company’s annual accounts shall be read as references to the auditor’s |
| 40 |
report on the annual accounts of which it is a copy. |
| |
|
| |
|
| |
|
478 | Power to apply provisions to banking partnerships |
| |
(1) | The Secretary of State may by regulations apply to banking partnerships, |
| |
subject to such exceptions, adaptations and modifications as he considers |
| |
appropriate, the provisions of this Part (and of regulations made under this |
| |
Part) applying to banking companies. |
| 5 |
(2) | A “banking partnership” means a partnership which has permission under |
| |
Part 4 of the Financial Services and Markets Act 2000 (c. 8). |
| |
| But a partnership is not a banking partnership if it has permission to accept |
| |
deposits only for the purpose of carrying on another regulated activity in |
| |
accordance with that permission. |
| 10 |
(3) | Expressions used in this section that are also used in the provisions regulating |
| |
activities under the Financial Services and Markets Act 2000 have the same |
| |
meaning here as they do in those provisions. |
| |
| See section 22 of that Act, orders made under that section and Schedule 2 to |
| |
| 15 |
(4) | Regulations under this section are subject to affirmative resolution procedure. |
| |
479 | Meaning of “annual accounts” and related expressions |
| |
(1) | In this Part a company’s “annual accounts”, in relation to a financial year, |
| |
| |
(a) | the company’s individual accounts for that year (see section 400), and |
| 20 |
(b) | any group accounts prepared by the company for that year (see sections |
| |
| |
| This is subject to section 414 (option to omit individual profit and loss account |
| |
from annual accounts where information given in group accounts). |
| |
(2) | In the case of an unquoted company, its “annual accounts and reports” for a |
| 25 |
| |
| |
(b) | the directors’ report, and |
| |
(c) | the auditor’s report on those accounts and the directors’ report (unless |
| |
the company is exempt from audit). |
| 30 |
(3) | In the case of a quoted company, its “annual accounts and reports” for a |
| |
| |
| |
(b) | the directors’ remuneration report, |
| |
(c) | the directors’ report, and |
| 35 |
(d) | the auditor’s report on those accounts, on the auditable part of the |
| |
directors’ remuneration report and on the directors’ report. |
| |
(4) | Where the directors of a company take advantage of the exemption conferred |
| |
by section 490 (small charities: independent examiner’s report in lieu of audit), |
| |
the references in this section to the auditor’s report shall be read as references |
| 40 |
to the report made for the purposes of section 490. |
| |
|
| |
|
| |
|
480 | 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 |
| |
| |
(2) | References in this Part to a company’s annual accounts, or to a balance sheet or |
| 5 |
profit and loss account, include notes to the accounts giving information which |
| |
is required by any provision of this Act or international accounting standards, |
| |
and required or allowed by any such provision to be given in a note to |
| |
| |
481 | Parliamentary procedure for certain regulations under this Part |
| 10 |
(1) | This section applies to regulations under the following provisions of this |
| |
| |
section 402 (Companies Act individual accounts), |
| |
section 410 (Companies Act group accounts), |
| |
section 415 (information about related undertakings), |
| 15 |
section 418 (information about directors’ benefits: remuneration, |
| |
pensions and compensation for loss of office), |
| |
section 422 (contents of directors’ report: general), |
| |
section 427 (contents of directors’ remuneration report), |
| |
section 452 (filing obligations of companies subject to small companies |
| 20 |
| |
section 453 (filing obligations of medium-sized companies), |
| |
section 476 (general power to make further provision about accounts and |
| |
| |
(2) | Any such regulations may make consequential amendments or repeals in other |
| 25 |
provisions of this Act, or in other enactments. |
| |
| |
(a) | restrict the classes of company which have the benefit of any |
| |
exemption, exception or special provision, |
| |
(b) | require additional matter to be included in a document of any class, or |
| 30 |
(c) | otherwise render the requirements of this Part more onerous, |
| |
| are subject to affirmative resolution procedure. |
| |
(4) | Otherwise, the regulations are subject to negative resolution procedure. |
| |
| |
| 35 |
“group” means a parent undertaking and its subsidiary undertakings; |
| |
“IAS Regulation” means EC Regulation No. 1606/2002 of the European |
| |
Parliament and of the Council of 19 July 2002 on the application of |
| |
international accounting standards; |
| |
“included in the consolidation”, in relation to group accounts, or |
| 40 |
“included in consolidated group accounts”, means that the undertaking |
| |
is included in the accounts by the method of full (and not proportional) |
| |
consolidation, and references to an undertaking excluded from |
| |
consolidation shall be construed accordingly; |
| |
|
| |
|
| |
|
“insurance market activity” has the meaning given in section 316(3) of the |
| |
Financial Services and Markets Act 2000 (c. 8); |
| |
“international accounting standards” means the international accounting |
| |
standards, within the meaning of the IAS Regulation, adopted from |
| |
time to time by the European Commission in accordance with that |
| 5 |
| |
“listing rules” has the same meaning as in Part 6 of the Financial Services |
| |
and Markets Act 2000 (see section 73A of that Act); |
| |
“profit and loss account”, in relation to a company that prepares IAS |
| |
accounts, includes an income statement or other equivalent financial |
| 10 |
statement required to be prepared by international accounting |
| |
| |
“regulated activity” has the meaning given in section 22 of the Financial |
| |
Services and Markets Act 2000, except that it does not include activities |
| |
of the kind specified in any of the following provisions of the Financial |
| 15 |
Services and Markets Act 2000 (Regulated Activities) Order 2001— |
| |
(a) | article 25A (arranging regulated mortgage contracts), |
| |
(b) | article 39A (assisting administration and performance of a |
| |
| |
(c) | article 53A (advising on regulated mortgage contracts), or |
| 20 |
(d) | article 21 (dealing as agent), article 25 (arranging deals in |
| |
investments) or article 53 (advising on investments) where the |
| |
activity concerns relevant investments that are not contractually |
| |
based investments (within the meaning of article 3 of that |
| |
| 25 |
“turnover”, in relation to a company, means the amounts derived from the |
| |
provision of goods and services falling within the company’s ordinary |
| |
activities, after deduction of— |
| |
| |
| 30 |
(c) | any other taxes based on the amounts so derived. |
| |
(2) | In the case of an undertaking not trading for profit, any reference in this Part |
| |
to a profit and loss account is to an income and expenditure account. |
| |
| References to profit and loss and, in relation to group accounts, to a |
| |
consolidated profit and loss account shall be construed accordingly. |
| 35 |
| |
| |
| |
| |
Requirement for audited accounts |
| 40 |
Requirement for audited accounts |
| |
483 | Requirement for audited accounts |
| |
(1) | A company’s annual accounts for a financial year must be audited in |
| |
accordance with this Part unless the company— |
| |
|
| |
|
| |
|
(a) | is exempt from audit under— |
| |
section 485 (small companies), |
| |
section 488 (dormant companies), or |
| |
section 490 (charities: independent examiner’s report in lieu of |
| |
| 5 |
| |
(b) | is exempt from the requirements of this Part under section 496 (non- |
| |
profit-making companies subject to public sector audit). |
| |
(2) | A company is not entitled to any such exemption unless its balance sheet |
| |
contains a statement by the directors to that effect. |
| 10 |
(3) | A company is not entitled to exemption under any of the provisions mentioned |
| |
in subsection (1)(a) unless its balance sheet contains a statement by the |
| |
directors to the effect that— |
| |
(a) | the members have not required the company to obtain an audit of its |
| |
accounts for the year in question in accordance with section 484, and |
| 15 |
(b) | the directors acknowledge their responsibilities for complying with the |
| |
requirements of this Act with respect to accounting records and the |
| |
| |
(4) | The statement required by subsection (2) or (3) must appear on the balance |
| |
sheet above the signature required by section 420. |
| 20 |
484 | Right of members to require audit |
| |
(1) | The members of a company that would otherwise be entitled to exemption |
| |
from audit under any of the provisions mentioned in section 483(1)(a) may by |
| |
notice under this section require it to obtain an audit of its accounts for a |
| |
| 25 |
(2) | The notice must be given by— |
| |
(a) | members holding not less in total than 10% in nominal value of the |
| |
company’s issued share capital, or any class of it, or |
| |
(b) | if the company does not have a share capital, not less than 10% in |
| |
number of the members of the company. |
| 30 |
(3) | The notice may not be given before the financial year to which it relates and |
| |
must be given not later than one month before the end of that year. |
| |
Exemption from audit: small companies |
| |
485 | Small companies: conditions for exemption from audit |
| |
(1) | A company that meets the following conditions in respect of a financial year is |
| 35 |
exempt from the requirements of this Act relating to the audit of accounts for |
| |
| |
| |
(a) | that the company qualifies as a small company in relation to that year, |
| |
(b) | that its turnover in that year is not more than £5.6 million, and |
| 40 |
(c) | that its balance sheet total for that year is not more than £2.8 million. |
| |
|
| |
|
| |
|
(3) | In relation to a company that is a charity, for the condition in subsection (2)(b) |
| |
substitute the condition that its gross income for the year is not more than |
| |
| |
(4) | For a period which is a company’s financial year but not in fact a year the |
| |
maximum figures for turnover or gross income shall be proportionately |
| 5 |
| |
(5) | For the purposes of this section— |
| |
(a) | whether a company qualifies as a small company shall be determined |
| |
in accordance with section 388(1) to (6), |
| |
(b) | “balance sheet total” has the same meaning as in that section, and |
| 10 |
(c) | “gross income” means the company’s income from all sources, as |
| |
shown in the company’s income and expenditure account. |
| |
(6) | This section has effect subject to— |
| |
section 483(2) and (3) (requirements as to statements to be contained in |
| |
| 15 |
section 484 (right of members to require audit), |
| |
section 486 (companies excluded from small companies exemption), and |
| |
section 487 (availability of small companies exemption in case of group |
| |
| |
486 | Companies excluded from small companies exemption |
| 20 |
A company is not entitled to the exemption conferred by section 485 (small |
| |
companies) if it was at any time within the financial year in question— |
| |
| |
| |
(i) | has permission under Part 4 of the Financial Services and |
| 25 |
Markets Act 2000 (c. 8) to carry on a regulated activity, |
| |
(ii) | carries on insurance market activity, or |
| |
(iii) | is an appointed representative within the meaning of section 39 |
| |
of that Act (other than an appointed representative whose scope |
| |
of appointment is limited to activities that are not regulated |
| 30 |
activities for the purposes of this Part), or |
| |
(c) | a special register body as defined in section 117(1) of the Trade Union |
| |
and Labour Relations (Consolidation) Act 1992 (c. 52) or an employers’ |
| |
association as defined in section 122 of that Act or Article 4 of the |
| |
Industrial Relations (Northern Ireland) Order 1992 (S.I. 1992/807 (N.I. |
| 35 |
| |
487 | Availability of small companies exemption in case of group company |
| |
(1) | A company is not entitled to the exemption conferred by section 485 (small |
| |
companies) in respect of a financial year during any part of which it was a |
| |
| 40 |
(a) | the conditions specified in subsection (2) below are met, or |
| |
(b) | subsection (3) applies. |
| |
| |
| |
(i) | qualifies as a small group in relation to that financial year, and |
| 45 |
|
| |
|