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Companies Act 2006

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This is the original version (as it was originally enacted).

Filing obligations of different descriptions of company

444Filing obligations of companies subject to small companies regime

(1)The directors of a company subject to the small companies regime—

(a)must deliver to the registrar for each financial year a copy of a balance sheet drawn up as at the last day of that year, and

(b)may also deliver to the registrar—

(i)a copy of the company’s profit and loss account for that year, and

(ii)a copy of the directors' report for that year.

(2)The directors must also deliver to the registrar a copy of the auditor’s report on those accounts (and on the directors' report).

This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption.

(3)The copies of accounts and reports delivered to the registrar must be copies of the company’s annual accounts and reports, except that where the company prepares Companies Act accounts—

(a)the directors may deliver to the registrar a copy of a balance sheet drawn up in accordance with regulations made by the Secretary of State, and

(b)there may be omitted from the copy profit and loss account delivered to the registrar such items as may be specified by the regulations.

These are referred to in this Part as “abbreviated accounts”.

(4)If abbreviated accounts are delivered to the registrar the obligation to deliver a copy of the auditor’s report on the accounts is to deliver a copy of the special auditor’s report required by section 449.

(5)Where the directors of a company subject to the small companies regime deliver to the registrar IAS accounts, or Companies Act accounts that are not abbreviated accounts, and in accordance with this section—

(a)do not deliver to the registrar a copy of the company’s profit and loss account, or

(b)do not deliver to the registrar a copy of the directors' report,

the copy of the balance sheet delivered to the registrar must contain in a prominent position a statement that the company’s annual accounts and reports have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

(6)The copies of the balance sheet and any directors' report delivered to the registrar under this section must state the name of the person who signed it on behalf of the board.

(7)The copy of the auditor’s report delivered to the registrar under this section must—

(a)state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or

(b)if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.

445Filing obligations of medium-sized companies

(1)The directors of a company that qualifies as a medium-sized company in relation to a financial year (see sections 465 to 467) must deliver to the registrar a copy of—

(a)the company’s annual accounts, and

(b)the directors' report.

(2)They must also deliver to the registrar a copy of the auditor’s report on those accounts (and on the directors' report).

This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption.

(3)Where the company prepares Companies Act accounts, the directors may deliver to the registrar a copy of the company’s annual accounts for the financial year—

(a)that includes a profit and loss account in which items are combined in accordance with regulations made by the Secretary of State, and

(b)that does not contain items whose omission is authorised by the regulations.

These are referred to in this Part as “abbreviated accounts”.

(4)If abbreviated accounts are delivered to the registrar the obligation to deliver a copy of the auditor’s report on the accounts is to deliver a copy of the special auditor’s report required by section 449.

(5)The copies of the balance sheet and directors' report delivered to the registrar under this section must state the name of the person who signed it on behalf of the board.

(6)The copy of the auditor’s report delivered to the registrar under this section must—

(a)state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or

(b)if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.

(7)This section does not apply to companies within section 444 (filing obligations of companies subject to the small companies regime).

446Filing obligations of unquoted companies

(1)The directors of an unquoted company must deliver to the registrar for each financial year of the company a copy of—

(a)the company’s annual accounts, and

(b)the directors' report.

(2)The directors must also deliver to the registrar a copy of the auditor’s report on those accounts (and the directors' report).

This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption.

(3)The copies of the balance sheet and directors' report delivered to the registrar under this section must state the name of the person who signed it on behalf of the board.

(4)The copy of the auditor’s report delivered to the registrar under this section must—

(a)state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or

(b)if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.

(5)This section does not apply to companies within—

(a)section 444 (filing obligations of companies subject to the small companies regime), or

(b)section 445 (filing obligations of medium-sized companies).

447Filing obligations of quoted companies

(1)The directors of a quoted company must deliver to the registrar for each financial year of the company a copy of—

(a)the company’s annual accounts,

(b)the directors' remuneration report, and

(c)the directors' report.

(2)They must also deliver a copy of the auditor’s report on those accounts (and on the directors' remuneration report and the directors' report).

(3)The copies of the balance sheet, the directors' remuneration report and the directors' report delivered to the registrar under this section must state the name of the person who signed it on behalf of the board.

(4)The copy of the auditor’s report delivered to the registrar under this section must—

(a)state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or

(b)if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.

448Unlimited companies exempt from obligation to file accounts

(1)The directors of an unlimited company are not required to deliver accounts and reports to the registrar in respect of a financial year if the following conditions are met.

(2)The conditions are that at no time during the relevant accounting reference period—

(a)has the company been, to its knowledge, a subsidiary undertaking of an undertaking which was then limited, or

(b)have there been, to its knowledge, exercisable by or on behalf of two or more undertakings which were then limited, rights which if exercisable by one of them would have made the company a subsidiary undertaking of it, or

(c)has the company been a parent company of an undertaking which was then limited.

The references above to an undertaking being limited at a particular time are to an undertaking (under whatever law established) the liability of whose members is at that time limited.

(3)The exemption conferred by this section does not apply if—

(a)the company is a banking or insurance company or the parent company of a banking or insurance group, or

(b)the company is a qualifying company within the meaning of the Partnerships and Unlimited Companies (Accounts) Regulations 1993 (S.I. 1993/1820).

(4)Where a company is exempt by virtue of this section from the obligation to deliver accounts—

(a)section 434(3) (requirements in connection with publication of statutory accounts: meaning of “statutory accounts”) has effect with the substitution for the words “as required to be delivered to the registrar under section 441” of the words “as prepared in accordance with this Part and approved by the board of directors”; and

(b)section 435(1)(b) (requirements in connection with publication of non-statutory accounts: statement whether statutory accounts delivered) has effect with the substitution for the words from “whether statutory accounts” to “have been delivered to the registrar” of the words “that the company is exempt from the requirement to deliver statutory accounts”.

(5)In this section the “relevant accounting reference period”, in relation to a financial year, means the accounting reference period by reference to which that financial year was determined.

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