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Companies Act 2006

Chapter 10: Filing of Accounts and Reports
Sections 441 to 443: Duty to file accounts and reports

687.These sections cover the general duty to file accounts and reports with the registrar of companies and the period allowed for filing accounts.

688.Section 442 reduces the period for filing accounts from ten months to nine months for private companies and from seven months to six months for public companies. These periods are calculated from the end of the relevant accounting reference period. The timetable for delivering accounts to the registrar was last amended in 1976. The periods have been reduced to reflect improvements in technology and the increased rate at which information becomes out of date. Filing timescales in other countries are generally less generous than in the UK. Under subsection (6), whether a company is private or public for the purpose of its filing obligations is determined by its status immediately before the end of the relevant accounting reference period.

689.Section 443 is a new provision defining how to calculate the periods allowed for filing accounts and reports. In general this is the same date the relevant number of months later. So, for example, if the end of the accounting reference period is 5th June, 6 months from then is 5th December. However, as months are of unequal length, there can be confusion as to whether 6 months from say 30th June is 30th December (exactly 6 months later) or 31st December (the end of the sixth month). Under the rule laid down in this section, 6 months from 30th June will be 31st December. This reverses the “corresponding date rule” laid down by the House of Lords in Dodds v Walker [1981] 1 WLR 1027.

Sections 444 to 448: Filing obligations of different descriptions of company

690.These sections concern the filing obligations of different sizes of company. They restructure the provisions in sections 242, 246, 246A and 254 of the 1985 Act to make clearer what companies have to do.

691.Section 444 concerns the filing obligations of companies subject to the small companies regime. Such companies may file abbreviated accounts and this section gives the Secretary of State the power to make regulations concerning abbreviated accounts for such companies. Under subsection (5), small companies filing a full balance sheet with the registrar (whether prepared in accordance with international accounting standards or under the Act), but omitting a copy of the profit and loss account and/or the directors’ report, must include a statement on the balance sheet that they are delivered in accordance with the small companies regime. Subsection (7) requires the filed copy of the audit report to state the name of the auditor and, if there is one, of the senior statutory auditor, unless they are taking advantage of the exemption in section 506, in which case they must state that they are doing so.

692.Section 445 restates provisions in section 246A of the 1985 Act permitting medium-sized companies (as defined in section 465) to file abbreviated accounts and gives the Secretary of State the power to make regulations concerning abbreviated accounts for such companies.

693.Section 446 concerns the filing obligations of unquoted companies.

694.Section 447 concerns the filing obligations of quoted companies. This is a restatement of section 242 of the 1985 Act. Subsection (3) provides for the copies of the filed documents including the balance sheet to state the name of the person who signed the documents.

695.Section 448 replaces section 254 of the 1985 Act. It exempts unlimited companies from the obligation to file accounts. There are limitations on the exemption set out in subsections (2) and (3).

Sections 449 and 450: Requirements where abbreviated accounts delivered

696.Section 449 replaces the provision in section 247B of the 1985 Act. It requires a special auditor’s report in place of the auditor’s report required by section 495 where a company delivers abbreviated accounts to the registrar of companies. There is no requirement for the special auditor’s report where the company is entitled to exemption from audit and has taken advantage of that exemption.

697.Section 450 replaces sections 246(7) and (8) and 246A(4) of the 1985 Act concerning the approval and signing of abbreviated accounts.

Sections 451 to 453: Failure to file accounts and reports

698.Sections 451 and 452 re-enact sanctions in section 242(2) to (5) of the 1985 Act for failing to file accounts and reports within the required periods.

699.Section 453, which provides a civil penalty for failure to file accounts, restates section 242A of the 1985 Act with one change. Rather than setting out the table of penalties in the legislation, subsection (2) provides for the Secretary of State to make regulations specifying both the relevant periods and the amounts of the penalties. Regulations that have the effect of increasing the penalty will be subject to the affirmative resolution procedure. Otherwise, they will be subject to the negative resolution procedure.

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