F1mod. SR 1994/133
F2Pt. VIII substituted by S.I. 1990/593 (N.I. 5), Pt. II
F3Pt. VIII modified by S.R. 2004/307 (as amended (1.10.2006) by Limited Liability Partnerships (Amendment) Regulations (Northern Ireland) 2006 (S.R. 2006/377), reg. 2, Sch. 1)
F4Pt. VIII modified by {S.R. 2004/496}
F109Order repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16 and the repeal being partly in force, as to which see individual Articles (with savings (with adaptations) by Companies Act 2006 (Commencement No. 6, Saving and Commencement Nos. 3 and 5 (Amendment)) Order 2008 (S.I. 2008/674), arts. 2(3), {4}, Sch. 2) and subject to amendments (6.4.2008) by Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1)(b)(2), Sch. 1 paras. 135, 147, 148 {Sch. 2 Note 1} (with arts. 6, 11, 12) and subject to amendments (6.4.2008) by S.R. 2008/133, {regs. 2, 3}
229 .F5—(1) Every company shall keep accounting records which are sufficient to show and explain the company's transactions and are such as to—
(a)disclose with reasonable accuracy, at any time, the financial position of the company at that time, and
(b)enable the directors to ensure that[F6 any accounts required to be prepared under this Part comply] with the requirements of this Order[F6 (and, where applicable, of Article 4 of the IAS Regulation)].
(2) The accounting records shall in particular contain—
(a)entries from day to day of all sums of money received and expended by the company, and the matters in respect of which the receipt and expenditure takes place, and
(b)a record of the assets and liabilities of the company.
(3) If the company's business involves dealing in goods, the accounting records shall contain—
(a)statements of stock held by the company at the end of each financial year of the company,
(b)all statements of stocktakings from which any such statement of stock as is mentioned in sub‐paragraph (a) has been or is to be prepared, and
(c)except in the case of goods sold by way of ordinary retail trade, statements of all goods sold and purchased, showing the goods and the buyers and sellers in sufficient detail to enable all these to be identified.
(4) A parent company which has a subsidiary undertaking in relation to which the above requirements do not apply shall take reasonable steps to secure that the undertaking keeps such accounting records as to enable the directors of the parent company to ensure that[F6 any accounts required to be prepared under this Part comply] with the requirements of this Order[F6 (and, where applicable, of Article 4 of the IAS Regulation)].
(5) If a company fails to comply with any provision of this Article, every officer of the company who is in default is guilty of an offence unless he shows that he acted honestly and that in the circumstances in which the company's business was carried on the default was excusable.
(6) A person guilty of an offence under this Article is liable to imprisonment or a fine, or both.
230 .F7—(1) A company's accounting records shall be kept at its registered office or such other place as the directors think fit, and shall at all times be open to inspection by the company's officers.
(2) If accounting records are kept at a place outside Northern Ireland, accounts and returns with respect to the business dealt with in the accounting records so kept shall be sent to, and kept at, a place in Northern Ireland, and shall at all times be open to such inspection.
(3) The accounts and returns to be sent to Northern Ireland shall be such as to—
(a)disclose with reasonable accuracy the financial position of the business in question at intervals of not more than 6 months; and
(b)enable the directors to ensure that[F8 the accounts required to be prepared under this Part] comply with the requirements of this Order[F8 (and, where applicable, Article 4 of the IAS Regulation)].
(4) If a company fails to comply with any provision of paragraphs (1) to (3), every officer of the company who is in default is guilty of an offence, and liable to imprisonment or a fine or both, unless he shows that he acted honestly and that in the cirsumstances in which the company's business was carried on the default was excusable.
(5) Accounting records which a company is required by Article 229 to keep shall be preserved by it—
(a)in the case of a private company, for 3 years from the date on which they are made, and
(b)in the case of a public company, for 6 years from the date on which they are made.
This is subject to any provision contained in rules made under Article 359 of the Insolvency (Northern Ireland) Order 1989 (insolvency rules).
(6) An officer of a company is guilty of an offence, and liable to imprisonment or a fine or both, if he fails to take all reasonable steps for securing compliance by the company with paragraph (5) or intentionally causes any default by the company under that paragraph.
(7) Until the coming into operation of Article 359 of the Insolvency (Northern Ireland) Order 1989, paragraph (5) shall have effect with the substitution of “ Article 613 (winding‐up rules) ” for “Article 359 of the Insolvency (Northern Ireland) Order 1989 (insolvency rules).”
231 .F9—(1) A company's “financial year” is determined as follows.
(2) Its first financial year begins with the first day of its first accounting reference period and ends with the last day of that period or such other date, not more than 7 days before or after the end of that period, as the directors may determine.
(3) Subsequent financial years begin with the day immediately following the end of the company's previous financial year and end with the last day of its next accounting reference period or such other date, not more than 7 days before or after the end of that period, as the directors may determine.
(4) In relation to an undertaking which is not a company, references in this Order to its financial year are to any period in respect of which a profit and loss account of the undertaking is required to be made up (by its constitution or by the law under which it is established), whether that period is a year or not.
(5) The directors of a parent company shall secure that, except where in their opinion there are good reasons against it, the financial year of each of its subsidiary undertakings coincides with the company's own financial year.
F9mod. SR 1994/133
232 .F10—(1) A company's accounting reference periods are determined according to its accounting reference date.
(2) A company[F11 incorporated before 22nd August 1997] may, at any time before the end of the period of 9 months beginning with the date of its incorporation, by notice in the prescribed form given to the registrar specify its accounting reference date, that is, the date on which its accounting reference period ends in each calendar year.
(3) Failing such notice,[F11 the accounting reference date of such a company] is—
(a)in the case of a company incorporated before the coming into operation of Article 5 of the Companies (Northern Ireland) Order 1990, 31st March;
(b)in the case of a company incorporated after the coming into operation of that Article, the last day of the month in which the anniversary of its incorporation falls.
[F11(3A) The accounting reference date of a company incorporated on or after 22nd August 1997 is the last day of the month in which the anniversary of its incorporation falls.]
(4) A company's first accounting reference period is the period of more than 6 months, but not more than 18 months, beginning with the date of its incorporation and ending with its accounting reference date.
(5) Its subsequent accounting reference periods are successive periods of 12 months beginning immediately after the end of the previous accounting reference period and ending with its accounting reference date.
(6) This Article has effect subject to the provisions of Article 233 relating to the alteration of accounting reference dates and the consequences of such alteration.
233.—F12(1) A company may by notice in the prescribed form given to the registrar specify a new accounting reference date[F13 having effect in relation to—
(a)the company's current accounting reference period and subsequent periods; or
(b)the company's previous accounting reference period and subsequent periods.
A company's "previous accounting reference period" means that immediately preceding its current accounting reference period.]
Para. (2) rep. by SR 1997/314
[F14(3) The notice shall state whether the current or previous accounting reference period—
(a)is to be shortened, so as to come to an end on the first occasion on which the new accounting reference date falls or fell after the beginning of the period, or
(b)is to be extended, so as to come to an end on the second occasion on which that date falls or fell after the beginning of the period.
(4) A notice under paragraph (1) stating that the current[F13 or previous] accounting reference period is to be extended is ineffective, except as mentioned below, if given less than 5 years after the end of an earlier accounting reference period of the company which was extended by virtue of this Article.
This paragraph does not apply—
[F13to a notice given by a company which is a subsidiary undertaking or parent undertaking of another EEA undertaking if the new accounting reference date coincides with that of the other EEA undertaking or, where that undertaking is not a company, with the last day of its financial year, or]
whereF15 an administration order is in force under Part III of the Insolvency (Northern Ireland) Order 1989,
or where the Department directs that it should not apply, which it may do with respect to a notice which has been given or which may be given.
(5) A notice under[F13 paragraph (1)] may not be given[F13 in respect of a previous accounting reference period] if the period allowed for laying and delivering accounts and reports in relation to[F13 that period] has already expired.
(6) F15An accounting reference period may not in any case, unless an administration order is in force under Part III of the Insolvency (Northern Ireland) Order 1989, be extended so as to exceed 18 months and a notice under this Article is ineffective if the current or previous accounting reference period as extended in accordance with the notice would exceed that limit.]
[F13(7) In this Article "EEA undertaking" means an undertaking established under the law of any part of the United Kingdom or the law of any other EEA State.]
234.—(1) The directors of every company shall prepare accounts for the company for each of its financial years.
Those accounts are referred to in this Part as the company's “individual accounts”.
(2) A company's individual accounts may be prepared—
(a)in accordance with Article 234A ( “Companies Order individual accounts”), or
(b)in accordance with international accounting standards ( “IAS individual accounts”).
This paragraph is subject to the following provisions of this Article and Article 235C.
(3) The individual accounts of a company that is a charity must be Companies Order individual accounts.
(4) After the first financial year in which the directors of a company prepare IAS individual accounts ( “the first IAS year”), all subsequent individual accounts of the company must be prepared in accordance with international accounting standards unless there is a relevant change of circumstance.
(5) There is a relevant change of circumstance if, at any time during or after the first IAS year—
(a)the company becomes a subsidiary undertaking of another undertaking that does not prepare IAS individual accounts,
(b)the company ceases to be a company with securities admitted to trading on a regulated market, or
(c)a parent undertaking of the company ceases to be an undertaking with securities admitted to trading on a regulated market.
In this paragraph “regulated market” has the same meaning as it has in Council Directive 93/22/EEC on investment services in the securities field.
(6) If, having changed to preparing Companies Order individual accounts following a relevant change of circumstance, the directors again prepare IAS individual accounts for the company, paragraphs (4) and (5) apply again as if the first financial year for which such accounts are again prepared were the first IAS year.
F16Arts. 234-235C subst. for arts. 234, 235 by S.R. 2004/496, art. 2
234A.—(1) Companies Order individual accounts must comprise—
(a)a balance sheet as at the last day of the financial year, and
(b)a profit and loss account.
(2) The balance sheet must give a true and fair view of the state of affairs of the company as at the end of the financial year; and the profit and loss account must give a true and fair view of the profit or loss of the company for the financial year.
(3) Companies Order individual accounts must comply with the provisions of Schedule 4 as to the form and content of the balance sheet and profit and loss account and additional information to be provided by way of notes to the accounts.
(4) Where compliance with the provisions of that Schedule, and the other provisions of this Order as to the matters to be included in a company's individual accounts or in notes to those accounts, would not be sufficient to give a true and fair view, the necessary additional information must be given in the accounts or in a note to them.
(5) If in special circumstances compliance with any of those provisions is inconsistent with the requirement to give a true and fair view, the directors must depart from that provision to the extent necessary to give a true and fair view.
(6) Particulars of any such departure, the reasons for it and its effect must be given in a note to the accounts.
F17Arts. 234-235C subst. for arts. 234, 235 by S.R. 2004/496, art. 2
234B. Where the directors of a company prepare IAS individual accounts, they must state in the notes to those accounts that the accounts have been prepared in accordance with international accounting standards.
F18Arts. 234-235C subst. for arts. 234, 235 by S.R. 2004/496, art. 2
235.—(1) If at the end of a financial year a company is a parent company the directors, as well as preparing individual accounts for the year, shall prepare consolidated accounts for the group for the year. Those accounts are referred to in this Part as the company's “group accounts”.
(2) The group accounts of certain companies are required by Article 4 of the IAS Regulation to be prepared in accordance with international accounting standards ( “IAS group accounts”).
(3) The group accounts of other companies may be prepared—
(a)in accordance with Article 235A ( “Companies Order group accounts”), or
(b)in accordance with international accounting standards ( “IAS group accounts”).
This paragraph is subject to the following provisions of this Article.
(4) The group accounts of a parent company that is a charity must be Companies Order group accounts.
(5) After the first financial year in which the directors of a parent company prepare IAS group accounts ( “the first IAS year”), all subsequent group accounts of the company must be prepared in accordance with international accounting standards unless there is a relevant change of circumstance.
(6) There is a relevant change of circumstance if, at any time during or after the first IAS year—
(a)the company becomes a subsidiary undertaking of another undertaking that does not prepare IAS group accounts,
(b)the company ceases to be a company with securities admitted to trading on a regulated market, or
(c)a parent undertaking of the company ceases to be an undertaking with securities admitted to trading on a regulated market.
In this paragraph “regulated market” has the same meaning as it has in Council Directive 93/22/EEC on investment services in the securities field.
(7) If, having changed to preparing Companies Order group accounts following a relevant change of circumstance, the directors again prepare IAS group accounts for the company, paragraphs (5) and (6) apply again as if the first financial year for which such accounts are again prepared were the first IAS year.
(8) This Article is subject to the exemptions provided by Articles 236, 236A, 237(5) and 256.]
F20Arts. 234-235C subst. for arts. 234, 235 by S.R. 2004/496, art. 2
235A.—(1) Companies Order group accounts must comprise—
(a)a consolidated balance sheet dealing with the state of affairs of the parent company and its subsidiary undertakings, and
(b)a consolidated profit and loss account dealing with the profit or loss of the parent company and its subsidiary undertakings.
(2) The accounts must give a true and fair view of the state of affairs as at the end of the financial year, and the profit or loss for the financial year, of the undertakings included in the consolidation as a whole, so far as concerns members of the company.
(3) Companies Order group accounts must comply with the provisions of Schedule 4A as to the form and content of the consolidated balance sheet and consolidated profit and loss account and additional information to be provided by way of notes to the accounts.
(4) Where compliance with the provisions of that Schedule, and the other provisions of this Order as to the matters to be included in a company's group accounts or in notes to those accounts, would not be sufficient to give a true and fair view, the necessary additional information must be given in the accounts or in a note to them.
(5) If in special circumstances compliance with any of those provisions is inconsistent with the requirement to give a true and fair view, the directors must depart from that provision to the extent necessary to give a true and fair view.
(6) Particulars of any such departure, the reasons for it and its effect must be given in a note to the accounts.
F21Arts. 234-235C subst. for arts. 234, 235 by S.R. 2004/496, art. 2
235B. Where the directors of a parent company prepare IAS group accounts, they must state in the notes to those accounts that the accounts have been prepared in accordance with international accounting standards.
F22Arts. 234-235C subst. for arts. 234, 235 by S.R.2004/496, art. 2
235C.—(1) Subject to the following provisions of this Article, the directors of a parent company must secure that the individual accounts of—
(a)the parent company, and
(b)each of its subsidiary undertakings,
are all prepared using the same financial reporting framework, except to the extent that in their opinion there are good reasons for not doing so.
(2) Paragraph (1) does not apply if the directors do not prepare group accounts for the parent company.
(3) Paragraph (1) only applies to accounts of subsidiary undertakings that are required to be prepared under this Part.
(4) Paragraph (1) does not require accounts of undertakings that are charities to be prepared using the same financial reporting framework as accounts of undertakings which are not charities.
(5) Paragraph (1)(a) does not apply where the directors of a parent company prepare IAS group accounts and IAS individual accounts.
F23Arts. 234-235C subst. for arts. 234, 235 by S.R.2004/496, art. 2
236 .F25—(1) A company is exempt from the requirement to prepare group accounts if it is itself a subsidiary undertaking and its immediate parent undertaking is established under the law of[F26 an EEA state], in the following cases—
(a)where the company is a wholly‐owned subsidiary of that parent undertaking;
(b)where that parent undertaking holds more than 50 per cent. of the shares in the company and notice requesting the preparation of group accounts has not been served on the company by shareholders holding in aggregate—
(i)more than half of the remaining shares in the company, or
(ii)5 per cent. of the total shares in the company.
Such notice must be served not later than 6 months after the end of the financial year before that to which it relates.
(2) Exemption is conditional upon compliance with all of the following conditions—
(a)that the company is included in consolidated accounts for a larger group drawn up to the same date, or to an earlier date in the same financial year, by a parent undertaking established under the law of[F26 an EEA state];
(b)that those accounts are drawn up and audited, and that parent undertaking's annual report is drawn up, according to that law, in accordance with the provisions of the Seventh Directive (83/349/EEC)[F27 (where applicable as modified by the provisions of the Bank Accounts Directive (86/635/EEC))][F28 or the Insurance Accounts Directive (91/674/EEC)][F26 or in accordance with international accounting standards];
(c)that the company discloses in its individual accounts that it is exempt from the obligation to prepare and deliver group accounts;
(d)that the company states in its individual accounts the name of the parent undertaking which draws up the group accounts referred to above and—
(i)if it is incorporated outside Northern Ireland, the country in which it is incorporated, and
(ii)if it is unincorporated, the address of its principal place of business;
(e)that the company delivers to the registrar, within the period allowed for delivering its individual accounts, copies of those group accounts and of the parent undertaking's annual report, together with the auditors' report on them; and
(f)that if any document comprised in accounts and reports delivered in accordance with sub‐paragraph (e) is in a language other than English, there is annexed to the copy of that document delivered a translation of it into English, certified in the prescribed manner to be a correct translation.
(3) The exemption does not apply to a company any of whose securities areF26. . . [F26 admitted to trading on a regulated market of any EEA State within the meaning of Council Directive 93/22/EEC on investment services in the securities field].
(4) Shares held by directors of a company for the purpose of complying with any share qualification requirement shall be disregarded in determining for the purposes of paragraph (1)(a) whether the company is a wholly‐owned subsidiary.
(5) For the purposes of paragraph (1)(b) shares held by a wholly‐owned subsidiary of the parent undertaking, or held on behalf of the parent undertaking or a wholly‐owned subsidiary, shall be attributed to the parent undertaking.
(6) In paragraph (3) “securities” includes—
(a)shares and stock,
(b)debentures, including debenture stock, loan stock, bonds, certificates of deposit and other instruments creating or acknowledging indebtedness,
(c)warrants or other instruments entitling the holder to subscribe for securities falling within sub‐paragraph (a) or (b), and
(d)certificates or other instruments which confer—
(i)property rights in respect of a security falling within sub‐paragraph (a), (b) or (c),
(ii)any right to acquire, dispose of, underwrite or convert a security, being a right to which the holder would be entitled if he held any such security to which the certificate or other instrument relates, or
(iii)a contractual right (other than an option) to acquire any such security otherwise than by subscription.]
236A.—(1) A company is exempt from the requirement to prepare group accounts if it is itself a subsidiary undertaking and its parent undertaking is not established under the law of an EEA State, in the following cases—
(a)where the company is a wholly-owned subsidiary of that parent undertaking;
(b)where that parent undertaking holds more than 50 per cent of the shares in the company and notice requesting the preparation of group accounts has not been served on the company by shareholders holding in aggregate—
(i)more than half of the remaining shares in the company, or
(ii)5 per cent of the total shares in the company.
Such notice must be served not later than six months after the end of the financial year before that to which it relates.
(2) Exemption is conditional upon compliance with all of the following conditions—
(a)that the company and all of its subsidiary undertakings are included in consolidated accounts for a larger group drawn up to the same date, or to an earlier date in the same financial year, by a parent undertaking;
(b)that those accounts and, where appropriate, the group's annual report, are drawn up in accordance with the provisions of the Seventh Directive (83/349/EEC) (where applicable as modified by the provisions of the Bank Accounts Directive (86/635/EEC) or the Insurance Accounts Directive (91/674/EEC)), or in a manner equivalent to consolidated accounts and consolidated annual reports so drawn up;
(c)that the consolidated accounts are audited by one or more persons authorised to audit accounts under the law under which the parent undertaking which draws them up is established;
(d)that the company discloses in its individual accounts that it is exempt from the obligation to prepare and deliver group accounts;
(e)that the company states in its individual accounts the name of the parent undertaking which draws up the group accounts referred to above and—
(i)if it is incorporated outside Northern Ireland, the country in which it is incorporated, and
(ii)if it is unincorporated, the address of its principal place of business;
(f)that the company delivers to the registrar, within the period allowed for delivering its individual accounts, copies of the group accounts and, where appropriate, of the consolidated annual report, together with the auditors' report on them.
(3) The exemption does not apply to a company any of whose securities are admitted to trading on a regulated market of any EEA State within the meaning of Council Directive 93/22/EEC on investment services in the securities field.
(4) Shares held by directors of a company for the purposes of complying with any share qualification requirement are disregarded in determining for the purposes of paragraph (1)(a) whether the company is a wholly-owned subsidiary.
(5) For the purposes of paragraph (1)(b), shares held by a wholly-owned subsidiary of the parent undertaking or held on behalf of the parent undertaking or a wholly-owned subsidiary, are attributed to the parent undertaking.
(6) In paragraph (3) “securities” includes—
(a)shares and stock,
(b)debentures, including debenture stock, loan stock, bonds, certificates of deposit and other instruments creating or acknowledging indebtedness,
(c)warrants or other instruments entitling the holder to subscribe for securities falling within sub-paragraph (a) or (b), and
(d)certificates or other instruments which confer—
(i)property rights in respect of a security falling within sub-paragraph (a), (b) or (c),
(ii)any right to acquire, dispose of, underwrite or convert a security, being a right to which the holder would be entitled if he held any such security to which the certificate or other instrument relates, or
(iii)a contractual right (other than an option) to acquire any such security otherwise than by subscription.]
F29Art. 236A inserted by S.R. 2004/496, art. 4.
237 .F31—(1) [F32In the case of Companies Order group accounts,] Subject to the exceptions authorisedF32. . . by this Article, all the subsidiary undertakings of the parent company shall be included in the consolidation.
(2) A subsidiary undertaking may be excluded from consolidation[F32 in Companies Order group accounts] if its inclusion is not material for the purpose of giving a true and fair view; but two or more undertakings may be excluded only if they are not material taken together.
(3) In addition, a subsidiary undertaking may be excluded from consolidation[F32 in Companies Order group accounts] where—
(a)severe long‐term restrictions substantially hinder the exercise of the rights of the parent company over the assets or management of that undertaking, or
(b)the information necessary for the preparation of group accounts cannot be obtained without disproportionate expense or undue delay, or
(c)the interest of the parent company is held exclusively with a view to subsequent resaleF32. . . .
The reference in sub‐paragraph (a) to the rights of the parent company and the reference in sub‐paragraph (c) to the interest of the parent company are, respectively, to rights and interests held by or attributed to the company for the purposes of Article 266 (definition of “parent undertaking”) in the absence of which it would not be the parent company.
Para. (4) rep. by SR 2004/496
This paragraph does not apply merely because some of the undertakings are industrial, some commercial and some provide services, or because they carry on industrial or commercial activities involving different products or provide different services.
[F32(5) A parent company is exempt from the requirement to prepare group accounts if under paragraph (2) or (3) all of its subsidiary undertakings could be excluded from consolidation in Companies Order group accounts.]]
238 .F34—(1) The following provisions apply with respect to the individual profit and loss account of a parent company where—
(a)the company is required to prepare and does prepare group accounts in accordance with this Order, and
(b)the notes to the company's individual balance sheet show the company's profit or loss for the financial year determined in accordance with this Order.
(2) [F35Where the company prepares Companies Order individual accounts,] The profit and loss account need not contain the information specified in paragraphs 52 to 57 of Schedule 4 (information supplementing the profit and loss account).
(3) The profit and loss account must be approved in accordance with Article 241(1) (approval by board of directors) but may be omitted from the company's annual accounts for the purposes of the other provisions below in this Chapter.
(4) The exemption conferred by this Article is conditional upon its being disclosed in the company's annual accounts that the exemption applies.]
239 .F37—(1) The information specified in Schedule 5 shall be given in notes to a company's annual accounts.
(2) Where the company is not required to prepare group accounts, the information specified in Part I of that Schedule shall be given; and where the company is required to prepare group accounts, the information specified in Part II of that Schedule shall be given.
(3) The information required by Schedule 5 need not be disclosed with respect to an undertaking which—
(a)is established under the law of a country outside the United Kingdom, or
(b)carries on business outside the United Kingdom,
if in the opinion of the directors of the company the disclosure would be seriously prejudicial to the business of that undertaking, or to the business of the company or any of its subsidiary undertakings, and the Department agrees that the information need not be disclosed.
This paragraph does not apply in relation to the information required under[F38 paragraphF39. . . 6, 9A, 20 or 28A] of that Schedule.
(4) Where advantage is taken of paragraph (3), that fact shall be stated in a note to the company's annual accounts.
(5) If the directors of the company are of the opinion that the number of undertakings in respect of which the company is required to disclose information under any provision of Schedule 5 is such that compliance with that provision would result in information of excessive length being given, the information need only be given in respect of—
(a)the undertakings whose results or financial position, in the opinion of the directors, principally affected the figures shown in the company's annual accounts, and
(b)undertakings excluded from consolidation under Article 237(3)F40. . . .
F39. . .
(6) If advantage is taken of paragraph (5)—
(a)there shall be included in the notes to the company's annual accounts a statement that the information is given only with respect to such undertakings as are mentioned in that paragraph, and
(b)the full information (both that which is disclosed in the notes to the accounts and that which is not) shall be annexed to the company's next annual return.
For this purpose the “next annual return” means that next delivered to the registrar after the accounts in question have been approved under Article 241.
(7) If a company fails to comply with paragraph (6)(b), the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.]
239A.—(1) The following information with respect to the employees of the company must be given in notes to the company's annual accounts—
(a)the average number of persons employed by the company in the financial year, and
(b)the average number of persons so employed within each category of persons employed by the company.
(2) The average number required by paragraph (1)(a) or (b) is determined by dividing the relevant annual number by the number of months in the financial year.
(3) The relevant annual number is determined by ascertaining for each month in the financial year—
(a)for the purposes of paragraph (1)(a), the number of persons employed under contracts of service by the company in that month (whether throughout the month or not);
(b)for the purposes of paragraph (1)(b), the number of persons in the category in question of persons so employed;
and, in either case, adding together all the monthly numbers.
(4) In respect of all persons employed by the company during the financial year who are taken into account in determining the relevant annual number for the purposes of paragraph (1)(a) there must also be stated the aggregate amounts respectively of—
(a)wages and salaries paid or payable in respect of that year to those persons;
(b)social security costs incurred by the company on their behalf; and
(c)other pension costs so incurred.
This does not apply in so far as those amounts, or any of them, are stated elsewhere in the company's accounts.
(5) For the purposes of paragraph (1)(b), the categories of person employed by the company are such as the directors may select, having regard to the manner in which the company's activities are organised.
(6) This Article applies in relation to group accounts as if the undertakings included in the consolidation were a single company.
(7) In this Article “social security costs” and “pension costs” have the same meaning as in Schedule 4 (see paragraph 92(1) and (2) of that Schedule).]
240 .F43—[F44(1) The information specified in Schedule 6 shall be given in notes to a company's annual accounts, save that the information specified in paragraphs 2 to 14 in Part I of Schedule 6 shall be given only in the case of a company which is not a quoted company.]
(2) In that Schedule—
Part I relates to the emoluments of directors (including emoluments waived), pensions of directors and past directors, compensation for loss of office to directors and past directors and sums paid to third parties in respect of directors' services,
Part II relates to loans, quasi‐loans and other dealings in favour of directors and connected persons, and
Part III relates to transactions, arrangements and agreements made by the company or a subsidiary undertaking for officers of the company other than directors.
(3) It is the duty of any director of a company, and any person who is or has at any time in the preceding 5 years been an officer of the company, to give notice to the company of such matters relating to himself as may be necessary for the purposes of Part I of Schedule 6.
(4) A person who makes default in complying with paragraph (3) commits an offence and is liable to a fine.]
241 .F45—(1) A company's annual accounts shall be approved by the board of directors and signed on behalf of the board by a director of the company.
(2) The signature shall be on the company's balance sheet.
(3) Every copy of the balance sheet which is laid before the company in general meeting, or which is otherwise circulated, published or issued, shall state the name of the person who signed the balance sheet on behalf of the board.
(4) The copy of the company's balance sheet which is delivered to the registrar shall be signed on behalf of the board by a director of the company.
(5) If annual accounts are approved which do not comply with the requirements of this Order[F46 (or, where applicable, of Article 4 of the IAS Regulation)], every director of the company who is party to their approval and who knows that they do not comply or is reckless as to whether they comply is guilty of an offence and liable to a fine.
For this purpose every director of the company at the time the accounts are approved shall be taken to be a party to their approval unless he shows that he took all reasonable steps to prevent their being approved.
(6) If a copy of the balance sheet—
(a)is laid before the company, or otherwise circulated, published or issued, without the balance sheet having been signed as required by this Article or without the required statement of the signatory's name being included, or
(b)is delivered to the registrar without being signed as required by this Article,
the company and every officer of it who is in default is guilty of an offence and liable to a fine.
242.—(1) The directors of a company shall for each financial year prepare a report (a “directors' report”) complying with the general requirements of Article 242ZZA, and containing the business review specified in Article 242ZZB.
(2) For a financial year in which—
(a)the company is a parent company, and
(b)the directors of the company prepare group accounts,
the directors' report must be a consolidated report (a “group directors' report”) relating, to the extent specified in the following provisions of this Part, to the company and its subsidiary undertakings included in the consolidation.
F47(3) A group directors' report may, where appropriate, give greater emphasis to the matters that are significant to the company and its subsidiary undertakings included in the consolidation, taken as a whole.
(4) In the case of a quoted company, a directors' report need not contain any information included in the operating and financial review for that financial year (see Article 242AA).
(5) If a directors' report does not comply with the provisions of this Part relating to the preparation and contents of the report, every director of the company who—
(a)knew that it did not comply or was reckless as to whether it complied, and
(b)failed to take all reasonable steps to secure compliance with the provision in question,
is guilty of an offence and liable to a fine.
F47prosp. insertion by 2005 NI 17
242ZZA.—(1) The directors' report for a financial year must state—
(a)the names of the persons who, at any time during the financial year, were directors of the company,
(b)the principal activities of the company in the course of the year, and
(c)the amount (if any) that the directors recommend should be paid by way of dividend.
(2) In relation to a group directors' report paragraph (1)(b) has effect as if the reference to the company was a reference to the company and its subsidiary undertakings included in the consolidation.
(3) The report must also comply with Schedule 7 as regards the disclosure of the matters mentioned there.
(4) In Schedule 7—
Part I relates to matters of a general nature, including changes in asset values, directors' shareholdings and other interests and contributions for political and charitable purposes;
Part II relates to the acquisition by a company of its own shares or a charge on them;
Part III relates to the employment, training and advancement of disabled persons;
Part V relates to the involvement of employees in the affairs, policy and performance of the company;
Part VI relates to the company's policy and practice on the payment of creditors.
242ZZB.—(1) The directors' report for a financial year must contain—
(a)a fair review of the business of the company, and
(b)a description of the principal risks and uncertainties facing the company.
(2) The review required is a balanced and comprehensive analysis of—
(a)the development and performance of the business of the company during the financial year, and
(b)the position of the company at the end of that year,
consistent with the size and complexity of the business.
(3) The review must, to the extent necessary for an understanding of the development, performance or position of the business of the company, include—
(a)analysis using financial key performance indicators, and
(b)where appropriate, analysis using other key performance indicators, including information relating to environmental matters and employee matters.
(4) The review must, where appropriate, include references to, and additional explanations of, amounts included in the annual accounts of the company.
(5) In this Article, “key performance indicators” means factors by reference to which the development, performance or position of the business of the company can be measured effectively.
(6) In relation to a group directors' report this Article has effect as if the references to the company were references to the company and its subsidiary undertakings included in the consolidation.
F48prosp. rep. by 2005 NI 17 (which amendment repealed (6.4.2008) by Companies Act 2006 (c. 46), s. 1295, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 2)
242A .F49—(1) The directors' report shall be approved by the board of directors and signed on behalf of the board by a director or the secretary of the company.
(2) Every copy of the directors' report which is laid before the company in general meeting, or which is otherwise circulated, published or issued, shall state the name of the person who signed it on behalf of the board.
(3) The copy of the directors' report which is delivered to the registrar shall be signed on behalf of the board by a director or the secretary of the company.
(4) If a copy of the directors' report—
(a)is laid before the company, or otherwise circulated, published or issued, without the report having been signed as required by this Article or without the required statement of the signatory's name being included, or
(b)is delivered to the registrar without being signed as required by this Article,
the company and every officer of it who is in default is guilty of an offence and liable to a fine.
F49mod. SR 1994/133
F50SR 2005/61
242AA.—(1) The directors of a quoted company shall for each financial year prepare an operating and financial review.
(2) The review must comply with Schedule 7ZA, save that nothing in that Schedule requires the disclosure of information about impending developments or about matters in the course of negotiation if the disclosure would, in the opinion of the directors, be seriously prejudicial to the interests of the company.
(3) For a financial year in which—
(a)the company is a parent company, and
(b)the directors of the company prepare group accounts,
the operating and financial review must be a consolidated review (a “group operating and financial review”) relating, to the extent specified in Schedule 7ZA, to the company and its subsidiary undertakings included in the consolidation.
(4) A group operating and financial review may, where appropriate, give greater emphasis to the matters that are significant to the company and its subsidiary undertakings included in the consolidation, taken as a whole.
(5) If an operating and financial review does not comply with the provisions of this Part relating to the preparation and contents of the review, every director of the company who—
(a)knew that it did not comply or was reckless as to whether it complied, and
(b)failed to take all reasonable steps to secure compliance with the provision in question,
is guilty of an offence and liable to a fine.
242AB.—(1) The operating and financial review must be approved by the board of directors and signed on behalf of the board by a director or the secretary of the company.
(2) Every copy of the operating and financial review laid before the company in general meeting, or that is otherwise circulated, published or issued, must state the name of the person who signed it on behalf of the board.
(3) The copy of the operating and financial review delivered to the registrar must be signed on behalf of the board by a director or the secretary of the company.
(4) If a copy of the operating and financial review—
(a)is laid before the company, or otherwise circulated, published or issued without the review having been signed as required by this Article or without the required statement of the signatory's name being included, or
(b)is delivered to the registrar without being signed as required by this Article,
the company and every officer of it who is in default is guilty of an offence and liable to a fine.
242B.—(1) The directors of a quoted company shall for each financial year prepare a directors' remuneration report which shall contain the information specified in Schedule 7A and comply with any requirement of that Schedule as to how information is to be set out in the report.
(2) In Schedule 7A—
Part I is introductory,
Part II relates to information about remuneration committees, performance related remuneration and liabilities in respect of directors' contracts,
Part III relates to detailed information about directors' remuneration (information included under Part III is required to be reported on by the auditors, see Article 243), and
Part IV contains interpretative and supplementary provisions.
(3) In the case of any failure to comply with the provisions of this Part as to the preparation of a directors' remuneration report and the contents of the report, every person who was a director of the quoted company immediately before the end of the period for laying and delivering accounts and reports for the financial year in question is guilty of an offence and liable to a fine.
(4) In proceedings against a person for an offence under paragraph (3) it is a defence for him to prove that he took all reasonable steps for securing compliance with the requirements in question.
(5) It is the duty of any director of a company, and any person who has at any time in the preceding five years been a director of the company, to give notice to the company of such matters relating to himself as may be necessary for the purposes of Parts II and III of Schedule 7A.
(6) A person who makes default in complying with paragraph (5) commits an offence and is liable to a fine.
242C.—(1) The directors' remuneration report shall be approved by the board of directors and signed on behalf of the board by a director or the secretary of the company.
(2) Every copy of the directors' remuneration report which is laid before the company in general meeting, or which is otherwise circulated, published or issued, shall state the name of the person who signed it on behalf of the board.
(3) The copy of the directors' remuneration report which is delivered to the registrar shall be signed on behalf of the board by a director or the secretary of the company.
(4) If a copy of the directors' remuneration report—
(a)is laid before the company, or otherwise circulated, published or issued, without the report having been signed as required by this Article or without the required statement of the signatory's name being included, or
(b)is delivered to the registrar without being signed as required by this Article,
the company and every officer of it who is in default is guilty of an offence and liable to a fine.
243 .F52—(1) A company's auditors shall make a report to the company's members on all annual accounts of the company of which copies are to be laid before the company in general meeting during their tenure of office.
[F53(1A) The auditors' report must include—
(a)an introduction identifying the annual accounts that are the subject of the audit and the financial reporting framework that has been applied in their preparation;
(b)a description of the scope of the audit identifying the auditing standards in accordance with which the audit was conducted.
(1B) The report must state clearly whether in the auditors' opinion the annual accounts have been properly prepared in accordance with the requirements of this Order (and, where applicable, Article 4 of the IAS Regulation).
(2) The report must state in particular whether the annual accounts give a true and fair view, in accordance with the relevant financial reporting framework—
(a)in the case of an individual balance sheet, of the state of affairs of the company as at the end of the financial year,
(b)in the case of an individual profit and loss account, of the profit or loss of the company for the financial year,
(c)in the case of group accounts, of the state of affairs as at the end of the financial year and of the profit or loss for the financial year, of the undertakings included in the consolidation as a whole, so far as concerns members of the company.
(2A) The auditors' report—
(a)must be either unqualified or qualified, and
(b)must include a reference to any matters to which the auditors wish to draw attention by way of emphasis without qualifying the report.]
[F54(3) The auditors must state in their report whether in their opinion the information given in the directors' report for the financial year for which the annual accounts are prepared is consistent with those accounts.]
[F54(3A) If the company is a quoted company, the auditors must state in their report—
(a)whether in their opinion the information given in the operating and financial review for the financial year for which the annual accounts are prepared is consistent with those accounts; and
(b)whether any matters have come to their attention, in the performance of their functions as auditors of the company, which in their opinion are inconsistent with the information given in the operating and financial review.]
[F55(4) If a director's remuneration report is prepared for the financial year for which the annual accounts are prepared the auditors shall in their report—
(a)report to the company's members on the auditable part of the directors' remuneration report, and
(b)state whether in their opinion that part of the directors' remuneration report has been properly prepared in accordance with this Order.
(5) For the purposes of this Part, “the auditable part” of a directors' remuneration report is the part containing the information required by Part III of Schedule 7A.]
244 .F56—(1) The auditors' report shall state the names of the auditors and be signed[F57 and dated] by them.
(2) Every copy of the auditors' report which is laid before the company in general meeting, or which is otherwise circulated, published or issued, shall state the names of the auditors.
(3) The copy of the auditors' report which is delivered to the registrar shall state the names of the auditors and be signed by them.
(4) If a copy of the auditors' report—
(a)is laid before the company, or otherwise circulated, published or issued, without the required statement of the auditors' names, or
(b)is delivered to the registrar without the required statement of the auditors' names or without being signed as required by this Article,
the company and every officer of it who is in default is guilty of an offence and liable to a fine.
(5) References in this Article to signature by the auditors are, where the office of auditor is held by a body corporate or partnership, to signature in the name of the body corporate or partnership by a person authorised to sign on its behalf.
245 .F58—(1) A company's auditors shall, in preparing their report, carry out such investigations as will enable them to form an opinion as to—
(a)whether proper accounting records have been kept by the company and proper returns adequate for their audit have been received from branches not visited by them, and
(b)whether the company's individual accounts are in agreement with the accounting records and returnsF59. . . [F59, and]
[F59(c)(in the case of a quoted company) whether the auditable part of the company's directors' remuneration report is in agreement with the accounting records and returns.]
(2) If the auditors are of opinion that proper accounting records have not been kept, or that proper returns adequate for their audit have not been received from branches not visited by them, or if the company's individual accounts are not in agreement with the accounting records and returns,[F59 or if in the case of a quoted company the auditable part of its directors' remuneration report is not in agreement with the accounting records and returns,] the auditors shall state that fact in their report.
(3) If the auditors fail to obtain all the information and explanations which, to the best of their knowledge and belief, are necessary for the purposes of their audit, they shall state that fact in their report.
[F59(4) If—
(a)the requirements of Schedule 6 (disclosure of information: emoluments and other benefits of directors and others) are not complied with in the annual accounts, or
(b)where a directors' remuneration report is required to be prepared, the requirements of Part III of Schedule 7A (directors' remuneration report) are not complied with in that report,
the auditors shall include in their report, so far as they are reasonably able to do so, a statement giving the required particulars.]
[F60(5) If the directors of the company have taken advantage of the exemption conferred by Article 256 (exemption for small and medium‐sized groups from the need to prepare group accounts) and in the auditors' opinion they were not entitled so to do, the auditors shall state that fact in their report.]
246 .F62—(1) [F63A copy of each of the documents mentioned in paragraph (1A),] shall be sent to—
(a)every member of the company,
(b)every holder of the company's debentures, and
(c)every person who is entitled to receive notice of general meetings,
not less than 21 days before the date of the meeting at which copies of those documents are to be laid in accordance with Article 249.
[F63(1A) Those documents are—
(a)the company's annual accounts for the financial year,
(b)the directors' report for that financial year,
[F64(ba)(in the case of a quoted company) the operating and financial review for the financial year,]
(c)(in the case of a quoted company) the directors' remuneration report for that financial year, and
[F64(d)the auditors' report on those accounts and that directors' report and (in the case of a quoted company) on that operating and financial review and the auditable part of that directors' remuneration report.]]
(2) Copies need not be sent—
(a)to a person who is not entitled to receive notices of general meetings and of whose address the company is unaware, or
(b)to more than one of the joint holders of shares or debentures none of whom is entitled to receive such notices, or
(c)in the case of joint holders of shares or debentures some of whom are, and some not, entitled to receive such notices, to those who are not so entitled.
(3) In the case of a company not having a share capital, copies need not be sent to anyone who is not entitled to receive notices of general meetings of the company.
(4) If copies are sent less than 21 days before the date of the meeting, they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by all the members entitled to attend and vote at the meeting.
[F65(4A) References in this Article to sending to any person copies of[F63 the documents mentioned in paragraph (1A)] include references to using electronic communications for sending copies of those documents to such address as may for the time being be notified to the company by that person for that purpose.
(4B) For the purposes of this Article copies of those documents are also to be treated as sent to a person where—
(a)the company and that person have agreed to his having access to the documents on a web site (instead of their being sent to him);
(b)the documents are documents to which that agreement applies; and
(c)that person is notified, in a manner for the time being agreed for the purpose between him and the company, of—
(i)the publication of the documents on a web site;
(ii)the address of that web site; and
(iii)the place on that web site where the documents may be accessed, and how they may be accessed.
(4C) For the purposes of this Article documents treated in accordance with paragraph (4B) as sent to any person are to be treated as sent to him not less than 21 days before the date of a meeting if, and only if—
(a)the documents are published on the web site throughout a period beginning at least 21 days before the date of the meeting and ending with the conclusion of the meeting; and
(b)the notification given for the purposes of sub-paragraph (c) of that paragraph is given not less than 21 days before the date of the meeting.
(4D) Nothing in paragraph (4C) shall invalidate the proceedings of a meeting where—
(a)any documents that are required to be published as mentioned in sub-paragraph (a) of that paragraph are published for a part, but not all, of the period mentioned in that sub-paragraph; and
(b)the failure to publish those documents throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the company to prevent or avoid.
(4E) A company may, notwithstanding any provision to the contrary in its articles, take advantage of any of paragraphs (4A) to (4D).]
(5) If default is made in complying with this Article, the company and every officer of it who is in default is guilty of an offence and liable to a fine.
(6) Where copies are sent out under this Article over a period of days, references elsewhere in this Order to the day on which copies are sent out shall be construed as references to the last day of that period.
Valid from 01/10/2007
246A.—(1) The time allowed for sending out copies of the company's annual accounts and reports is as follows.
(2) A private company must comply with Article 246(1) not later than—
(a)the end of the period for delivering accounts (see Article 252), or
(b)if earlier, the date on which it actually delivers its accounts and reports under Article 250.
(3) A public company must comply with Article 246(1) not less than 21 days before the date of the meeting at which copies of the documents are to be laid in accordance with Article 249.
(4) If in the case of a public company copies are sent out later than is required by paragraph (3), they shall, despite that, be deemed to have been duly sent if it is so agreed by all the members entitled to attend and vote at the meeting.
247 .F66—(1) Any member of a company and any holder of a company's debentures is entitled to be furnished, on demand and without charge,[F67 with a copy of—
(a)the company's last annual accounts,
(b)the last directors' report,
[F68(ba)(in the case of a quoted company) the last operating and financial review,]
(c)(in the case of a quoted company) the last directors' remuneration report, and
[F68(d)the auditors' report on those accounts and that directors' report and (in the case of a quoted company) on that operating and financial review and the auditable part of that directors' remuneration report.]]
(2) The entitlement under this Article is to a single copy of those documents, but that is in addition to any copy to which a person may be entitled under Article 246.
[F69(2A) Any obligation by virtue of paragraph (1) to furnish a person with a document may be complied with by using electronic communications for sending that document to such address as may for the time being be notified to the company by that person for that purpose.
(2B) A company may, notwithstanding any provision to the contrary in its articles, take advantage of paragraph (2A).]
(3) If a demand under this Article is not complied with within 7 days, the company and every officer of it who is in default is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.
(4) If in proceedings for such an offence the issue arises whether a person had already been furnished with a copy of the relevant document under this Article, it is for the defendant to prove that he had.
248 .F70—(1) If a company publishes any of its statutory accounts, they must be accompanied by the relevant auditors' report under Article 243[F71 or, as the case may be, the relevant report made for the purposes of Article 257A(2)].
(2) A company which is required to prepare group accounts for a financial year shall not publish its statutory individual accounts for that year without also publishing with them its statutory group accounts.
(3) If a company publishes non‐statutory accounts, it shall publish with them a statement indicating—
(a)that they are not the company's statutory accounts,
(b)whether statutory accounts dealing with any financial year with which the non‐statutory accounts purport to deal have been delivered to the registrar,
(c)whether the company's auditors have made a report under Article 243 on the statutory accounts for any such financial year[F71 and, if no such report has been made, whether the company's reporting accountant has made a report for the purposes of Article 257A(2) on the statutory accounts for any such financial year],F72. . .
[F72(d)whether any such auditors' report—
(i)was qualified or unqualified, or included a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report, or
(ii)contained a statement under Article 245(2) or (3) (accounting records or returns inadequate, accounts not agreeing with records and returns or failure to obtain necessary information and explanations); and
(e)whether any report made for the purposes of Article 257A(2) was qualified;]
and it shall not publish with the non‐statutory accounts any auditors' report under Article 243[F71 or any report made for the purposes of Article 257A(2)].
(4) For the purposes of this Article a company shall be regarded as publishing a document if it publishes, issues or circulates it or otherwise makes it available for public inspection in a manner calculated to invite members of the public generally, or any class of members of the public, to read it.
(5) References in this Article to a company's statutory accounts are to its individual or group accounts for a financial year as required to be delivered to the registrar under Article 250; and references to the publication by a company of “non‐statutory accounts” are to the publication of—
(a)any balance sheet or profit and loss account relating to, or purporting to deal with, a financial year of the company, or
(b)an account in any form purporting to be a balance sheet or profit and loss account for the group consisting of the company and its subsidiary undertakings relating to, or purporting to deal with, a financial year of the company,
otherwise than as part of the company's statutory accounts.
(6) A company which contravenes any provision of this Article, and any officer of it who is in default, is guilty of an offence and liable to a fine.
249 .F75—(1) The directors of a company shall in respect of each financial year lay before the company in general meeting[F76 copies of—
(a)the company's annual accounts,
(b)the directors' report,
[F77(ba)(in the case of a quoted company) the operating and financial review,]
(c)(in the case of a quoted company) the directors' remuneration report, and
[F77(d)the auditors' report on those accounts and that directors' report and (in the case of a quoted company) on that operating and financial review and the auditable part of that directors' remuneration report.]]
(2) If the requirements of paragraph (1) are not complied with before the end of the period allowed for laying and delivering accounts and reports, every person who immediately before the end of that period was a director of the company is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.
(3) 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.
(4) It is not a defence to prove that the documents in question were not in fact prepared as required by this Part.]
249A.—(1) This Article applies to every company that is a quoted company immediately before the end of a financial year.
(2) In this Article “the meeting” means the general meeting of the company before which the company's annual accounts for the financial year are to be laid.
(3) The company must, prior to the meeting, give to the members of the company entitled to be sent notice of the meeting notice of the intention to move at the meeting, as an ordinary resolution, a resolution approving the directors' remuneration report for the financial year.
(4) Notice under paragraph (3) shall be given to each such member in any manner permitted for the service on him of notice of the meeting.
(5) The business that may be dealt with at the meeting includes the resolution.
(6) The existing directors must ensure that the resolution is put to the vote of the meeting.
(7) Paragraph (5) has effect notwithstanding—
(a)any default in complying with paragraphs (3) and (4);
(b)anything in the company's articles.
(8) No entitlement of a person to remuneration is made conditional on the resolution being passed by reason only of the provision made by this Article.
(9) In the event of default in complying with the requirements of paragraphs (3) and (4), every officer of the company who is in default is guilty of an offence and liable to a fine.
(10) If the resolution is not put to the vote of the meeting, each existing director is guilty of an offence and liable to a fine.
(11) If an existing director is charged with an offence under paragraph (10), it is a defence for him to prove that he took all reasonable steps for securing that the resolution was put to the vote at the meeting.
(12) In this Article “existing director” means a person who, immediately before the meeting, is a director of the company.]
250 .F80—(1 )F81 The directors of a company shall in respect of each financial year deliver to the registrar[F82 a copy of—
(a)the company's annual accounts,
(b)the directors' report,
[F83(ba)(in the case of a quoted company) the operating and financial review,]
(c)(in the case of a quoted company) the directors' remuneration report, and
[F83(d)the auditors' report on those accounts and that directors' report and (in the case of a quoted company) on that operating and financial review and the auditable part of that directors' remuneration report.]]
(2) If the requirements of paragraph (1) are not complied with before the end of the period allowed for laying and delivering accounts and reports, every person who immediately before the end of that period was a director of the company is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.
(3) Further, if 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 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.
The court's order may provide that all costs of and incidental to the application shall be borne by the directors.
(4) It is a defence for a person charged with an offence under this Article to prove that he took all reasonable steps for securing that the requirements of paragraph (1) would be complied with before the end of the period allowed for laying and delivering accounts and reports.
(5) It is not a defence in any proceedings under this Article to prove that the documents in question were not in fact prepared as required by this Part.]
250A .F85—(1) Where the requirements of Article 250(1) are not complied with before the end of the period allowed for laying and delivering accounts and reports, the company is liable to a civil penalty.
This is in addition to any liability of the directors under Article 250.
(2) The amount of the penalty is determined by reference to the length of the period between the end of the period allowed for laying and delivering accounts and reports and the day on which the requirements are complied with, and whether the company is a public or private company, as follows:—
(3) The penalty may be recovered by the registrar and shall be paid by him into the Consolidated Fund.
(4) It is not a defence in proceedings under this Article to prove that the documents in question were not in fact prepared as required by this Part.]
F85mod. SR 1994/133
250B .F88—(1) The amounts set out in the annual accounts of a company may also be shown in the same accounts translated into ECUs.
(2) When complying with Article 250, 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 ECUs.
(3) In both cases—
(a)the amounts must have been translated at the relevant exchange rate prevailing on the balance sheet date, and
(b)that rate must be disclosed in the notes to the accounts.
(4) For the purposes of Article 248 any additional copy of the company's annual accounts delivered to the registrar under paragraph (2) shall be treated as statutory accounts of the company and, in the case of such a copy, references in Article 248 to the auditors' report under Article 243 shall be read as references to the auditors' report on the annual accounts of which it is a copy.
(5) In this Article —
“ECU” means a unit with a value equal to the value of the unit of account known as the ecu used in the European Monetary System, and
“relevant exchange rate” means the rate of exchange used for translating the value of the ecu for the purposes of that System.]
Art. 251 rep. by SR 2004/496
252 .F90—(1) The period allowed for laying and delivering accounts and reports is—
(a)for a private company, 10 months after the end of the relevant accounting reference period, and
(b)for a public company, 7 months after the end of that period.
This is subject to the following provisions of this Article.
(2) If the relevant accounting reference period is the company's first and is a period of more than 12 months, the period allowed is—
(a)10 months or 7 months, as the case may be, from the first anniversary of the incorporation of the company, or
(b)3 months from the end of the accounting reference period,
whichever last expires.
Para. (3) rep. by SR 2004/496
(4) If the relevant accounting period is treated as shortened by virtue of a notice given by the company under Article 233 (alteration of accounting reference date), the period allowed for laying and delivering accounts is that applicable in accordance with the above provisions or 3 months from the date of the notice under that Article, whichever last expires.
(5) If for any special reason the Department thinks fit it may, on an application made before the expiry of the period otherwise allowed, by notice in writing to a company extend that period by such further period as may be specified in the notice.
(6) In this Article “the relevant accounting reference period” means the accounting reference period by reference to which the financial year for the accounts in question was determined.]
F90mod. SR 1994/133
Modifications etc. (not altering text)
C1Art. 252 modified (1.10.2007 with effect as mentioned in Sch. 4 para. 19(8) of the amending S.I.) by Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), arts. 1(3), 10(1), Sch. 4 para. 19(4) (with art. 12)
253 .F92—(1) If it appears to the directors of a company that any annual accounts[F93 or summary financial statement] of the company, or any directors' report[F94 or operating and financial review][F95 or directors' remuneration report], did not comply with the requirements of this Order[F93 (or, where applicable, of Article 4 of the IAS Regulation)], they may prepare revised accounts or a[F94 revised statement, report or review].
(2) Where copies of the previous accounts[F94, report or review] have been laid before the company in general meeting or delivered to the registrar, the revisions shall be confined to—
(a)the correction of those respects in which the previous accounts[F94, report or review] did not comply with the requirements of this Order[F93 (or, where applicable, of Article 4 of the IAS Regulation)], and
(b)the making of any necessary consequential alterations.
(3) The Department may make provision by regulations as to the application of the provisions of this Order in relation to revised annual accounts[F93 or a revised summary financial statement] or a revised directors' report[F94 or a revised operating and financial review][F95 or a revised directors' remuneration report].
(4) The regulations may, in particular—
(a)make different provision according to whether the previous accounts[F94, statement, report or review] 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 auditors[F96 or reporting accountant] in relation to the revised accounts[F94, statement, report or review];
(c)require the directors to take such steps as may be specified in the regulations where the previous accounts[F94, report or review] have been—
(i)sent out to members and others under Article 246(1),
(ii)laid before the company in general meeting, or
(iii)delivered to the registrar,
or where a summary financial statement[F94 containing information derived from the previous accounts, report or review] has been sent to members under Article 259;
(d)apply the provisions of this Order (including those creating criminal offences) subject to such additions, exceptions and modifications as are specified in the regulations.
(a)copies of a company's annual accounts, directors' report or operating and financial review have been sent out under Article 246, or
(b)a copy of a company's annual accounts, directors' report or operating and financial review has been laid before the company in general meeting or delivered to the registrar,
and it appears to the Department that there is, or may be, a question whether the accounts, report or review comply with the requirements of this Order, it may give notice to the directors of the company indicating the respects in which it appears to the Department that such a question arises or may arise.]
(2) The notice shall specify a period of not less than one month for the directors to give the Department an explanation of the accounts[F98, report or review or prepare revised accounts or a revised report or review].
(3) If at the end of the specified period, or such longer period as it may allow, it appears to the Department that[F98 the directors have not—
(a)given a satisfactory explanation of the accounts, report or review, or
(b)revised the accounts, report or review so as to comply with the requirements of this Order,
it may if it thinks fit apply to the court.]
[F98(4) The provisions of this Article apply equally to revised annual accounts, revised directors' reports and revised operating and financial reviews, in which case they have effect as if the references to revised accounts, reports or reviews were references to further revised accounts, reports or reviews.]
253B .F99—(1) An application may be made to the court—
(a)by the Department, after having complied with Article 253A, or
(b)by a person authorised by the Department for the purposes of this Article,
for a declaration that the annual accounts of a company do not comply[F100, or a directors' report or operating and financial review does not comply,] with the requirements of this Order[F101 (or, where applicable, of Article 4 of the IAS Regulation)] and for an order requiring the directors of the company to prepare revised accounts[F100 or revised report or review].
(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 registration.
(3) If the court orders the preparation of revised accounts, it may give directions with respect to—
(a)the auditing of the accounts,
(b)the revision of any directors' report[F102, directors' remuneration 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,
and such other matters as the court thinks fit.
[F100(3A) If the court orders the preparation of a revised directors' report or a revised operating and financial review it may give directions with respect to—
(a)the review of the directors' report or operating and financial review by the auditors,
(b)the revision of any directors' report, directors' remuneration report, operating and financial review or summary financial statement,
(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 or review, and
(d)such other matters as the court thinks fit.]
(4) If the court finds that the accounts[F100, report or review] did not comply with the requirements of this Order[F101 (or, where applicable, of Article 4 of the IAS Regulation)] it may order that all or part of—
(a)the costs of and incidental to the application, and
(b)any reasonable expenses incurred by the company in connection with or in consequence of the preparation of revised accounts[F100 or a revised report or review],
shall be borne by such of the directors as were party to the approval of the defective accounts[F100, report or review].
For this purpose every director of the company at the time[F100 of the approval of the accounts, report or review] shall be taken to have been a party to[F100 the approval] unless he shows that he took all reasonable steps to prevent[F100 that approval].
(5) Where the court makes an order under paragraph (4) it shall have regard to whether the directors party to the approval of the defective accounts[F100, report or review] knew or ought to have known that the accounts[F100, report or review] did not comply with the requirements of this Order[F101 (or, where applicable, of Article 4 of the IAS Regulation)], and it may exclude one or more directors from the order or order the payment of different amounts by different directors.
(6) On the conclusion of proceedings on an application under this Article, the applicant shall give to the registrar for registration an office copy of the court order or, as the case may be, notice that the application has failed or been withdrawn.
[F100(7) The provisions of this Article apply equally to revised annual accounts, revised directors' reports and revised operating and financial reviews, in which case they have effect as if the references to revised accounts, reports or reviews were references to further revised accounts, reports or reviews.]
253C .F103—(1) The Department may authorise for the purposes of Article 253B any person appearing to it—
(a)to have an interest in, and to have satisfactory procedures directed to securing, compliance by companies with[F104 the requirements of this Order relating to accounts, directors' reports and operating and financial reviews][F105 (or, where applicable, of Article 4 of the IAS Regulation)],
(b)to have satisfactory procedures for receiving and investigating complaints about the[F104 companies' annual accounts, directors' reports and operating and financial reviews], and
(c)otherwise to be a fit and proper person to be authorised.
F106(2) A person may be authorised generally or in respect of particular classes of case, and different persons may be authorised in respect of different classes of case.
(3) The Department may refuse to authorise a person if it considers that its authorisation is unnecessary having regard to the fact that there are one or more other persons who have been or are likely to be authorised.
(4) Authorisation shall be by order made subject to negative resolution.
F106(5) Where authorisation is revoked, the revoking order may make such provision as the Department thinks fit with respect to pending proceedings.
F107(6) Neither a person authorised under this Article, nor any officer, servant or member of the governing body of such a person, shall be liable in damages for anything done or purporting to be done for the purposes of or in connection with—
(a)the taking of steps to discover whether there are grounds for an application to the court,
(b)the determination whether or not to make such an application, or
(c)the publication of its reasons for any such decision,
unless the act or omission is shown to have been in bad faith.
F103mod. SR 1994/133
F104SR 2005/61
F105SR 2004/496
F106prosp. insertion by 2005 NI 17 (which amendment repealed (6.4.2008) by Companies Act 2006 (c. 46), s. 1295, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 2)
F107prosp. rep. by 2005 NI 17
253D—(1) Information which is held by or on behalf of the Commissioners of Inland Revenue may be disclosed to a person who is authorised under Article 253C, or under section 245C of the Companies Act 1985, if the disclosure—
(a)is made for a permitted purpose, and
(b)is made by the Commissioners or is authorised by them.
(2) Such information—
(a)may be so disclosed despite any other restriction on the disclosure of information whether imposed by any statutory provision or otherwise, but
(b)in the case of personal data (within the meaning of the Data Protection Act 1998), may not be disclosed in contravention of that Act.
(3) For the purposes of paragraph (1), a disclosure is made for a permitted purpose if it is made for the purpose of facilitating—
(a)the taking of steps by the authorised person to discover whether there are grounds for an application to the court under Article 253B or section 245B of the Companies Act 1985; or
(b)a determination by the authorised person as to whether or not to make such an application.
(4) The power of the Commissioners to authorise a disclosure under paragraph (1)(b) may be delegated (either generally or for a specified purpose) to an officer of the Board of Inland Revenue.
253E—(1) Information that is disclosed to an authorised person under Article 253D may not be used except in or in connection with—
(a)taking steps to discover whether there are grounds for an application to the court as mentioned in Article 253D(3)(a);
(b)determining whether or not to make such an application; or
(c)proceedings on any such application.
(2) Information that is disclosed to an authorised person under Article 253D may not be further disclosed except—
(a)to the person to whom the information relates; or
(b)in or in connection with proceedings on any such application to the court.
(3) A person who contravenes paragraph (1) or (2) is guilty of an offence and liable to imprisonment or a fine, or both.
(4) It is a defence for a person charged with an offence under paragraph (3) to prove— <
(a)that he did not know, and had no reason to suspect, that the information had been disclosed under Article 253D; or
(b)that he took all reasonable steps and exercised all due diligence to avoid the commission of the offence.
(5) Articles 680 (restriction on prosecutions), 680A (liability of individuals for corporate default) and 680B (criminal proceedings against unincorporated bodies) apply to offences under this Article.
F108prosp. insertion by 2005 NI 17 (which amendment repealed (6.4.2008) by Companies Act 2006 (c. 46), s. 1295, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 2)