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Companies Act 2006

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Companies Act 2006, Section 495 is up to date with all changes known to be in force on or before 15 December 2017. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. Help about Changes to Legislation

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  • Act amendment to earlier affecting provision S.I. 2008/373 reg. 11(1) by S.I. 2013/1971 reg. 9(a) (This amendment not applied to legislation.gov.uk. Amending Regulations revoked (1.10.2013) without ever being in force by S.I. 2013/2224, reg. 2)
  • Act amendment to earlier affecting provision S.I. 2008/373 reg. 3(4) by S.I. 2013/1971 reg. 4 (This amendment not applied to legislation.gov.uk. Amending Regulations revoked (1.10.2013) without ever being in force by S.I. 2013/2224, reg. 2)

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495Auditor's report on company's annual accountsE+W+S+N.I.
This section has no associated Explanatory Notes

(1)A company's auditor must make a report to the company's members on all annual accounts of the company of which copies are, during his tenure of office—

(a)in the case of a private company, to be sent out to members under section 423;

(b)in the case of a public company, to be laid before the company in general meeting under section 437.

[F1(2)The auditor’s report must include—

(a)the identity of the company whose annual accounts are the subject of the audit,

(b)a description of the annual accounts that are the subject of the audit (including the period covered by those accounts),

(c)a description of the financial reporting framework that has been applied in the preparation of those accounts, and

(d)a description of the scope of the audit identifying the auditing standards in accordance with which the audit was conducted.]

(3)The report must state clearly whether, in the auditor's opinion, the annual accounts—

(a)give a true and fair view—

(i)in the case of an individual balance sheet, of the state of affairs of the company as at the end of the financial year,

(ii)in the case of an individual profit and loss account, of the profit or loss of the company for the financial year,

(iii)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;

(b)have been properly prepared in accordance with the relevant financial reporting framework; and

(c)have been prepared in accordance with the requirements of this Act (and, where applicable, Article 4 of the IAS Regulation).

Expressions used in this subsection[F2or subsection (3A)] that are defined for the purposes of Part 15 (see [F3sections 464, 471 and 474]) have the same meaning as in that Part.

[F4(3A)The following provisions apply to the auditors of a company which qualifies as a micro-entity in relation to a financial year (see sections 384A and 384B) in their consideration of whether the Companies Act individual accounts of the company for that year give a true and fair view as mentioned in subsection (3)(a)—

(a)where the accounts comprise only micro-entity minimum accounting items, the auditors must disregard any provision of an accounting standard which would require the accounts to contain information additional to those items,

(b)in relation to a micro-entity minimum accounting item contained in the accounts, the auditors must disregard any provision of an accounting standard which would require the accounts to contain further information in relation to that item, and

(c)where the accounts contain an item of information additional to the micro-entity minimum accounting items, the auditors must have regard to any provision of an accounting standard which relates to that item.]

[F5(4)The auditor’s report—

(a)must be either unqualified or qualified,

(b)must include a reference to any matters to which the auditor wishes to draw attention by way of emphasis without qualifying the report,

(c)must include a statement on any material uncertainty relating to events [F6or conditions] that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting, and

(d)must identify the auditor’s place of establishment.]

[F7(5)Where more than one person is appointed as an auditor—

(a)all the persons appointed must jointly make a report under this section and the report must include a statement as to whether all the persons appointed agree on the matters contained in the report, and

(b)if all the persons appointed cannot agree on the matters contained in the report, the report must include the opinions of each person appointed and give reasons for the disagreement.]

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Annotations are used to give authority for changes and other effects on the legislation you are viewing and to convey editorial information. They appear at the foot of the relevant provision or under the associated heading. Annotations are categorised by annotation type, such as F-notes for textual amendments and I-notes for commencement information (a full list can be found in the Editorial Practice Guide). Each annotation is identified by a sequential reference number. For F-notes, M-notes and X-notes, the number also appears in bold superscript at the relevant location in the text. All annotations contain links to the affecting legislation.

Amendments (Textual)

F2Words in s. 495(3) inserted (with effect in accordance with reg. 2(2) of the amending S.I.) by The Small Companies (Micro-Entities' Accounts) Regulations 2013 (S.I. 2013/3008), regs. 2(1), 8(2)(a) (with reg. 3)

F3Words in s. 495(3) substituted (with effect in accordance with reg. 2(2) of the amending S.I.) by The Small Companies (Micro-Entities' Accounts) Regulations 2013 (S.I. 2013/3008), regs. 2(1), 8(2)(b) (with reg. 3)

F4S. 495(3A) inserted (with effect in accordance with reg. 2(2) of the amending S.I.) by The Small Companies (Micro-Entities' Accounts) Regulations 2013 (S.I. 2013/3008), regs. 2(1), 8(3) (with reg. 3)

F6Words in s. 495(4)(c) inserted (with effect in accordance with reg. 1(6)(8) of the amending S.I.) by The Statutory Auditors and Third Country Auditors Regulations 2017 (S.I. 2017/516), regs. 1(2), 12(16)

Modifications etc. (not altering text)

C6Ss. 484-539 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 11 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C10S. 495(2)-(4) applied (with modifications) (prosp.) by Local Democracy, Economic Development and Construction Act 2009 (c. 20), ss. 44(3)(b), 148(2)(b)

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