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}
F114Order repealed (prosp.)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}
254 .F8—(1) Subject to Article 255A, this Article applies where a company qualifies as a small company in relation to a financial year.
(2) If the company's individual accounts for the year[F9 are Companies Order individual accounts and]
(a)comply with the provisions of Schedule 8, or
(b)fail to comply with those provisions only in so far as they comply instead with one or more corresponding provisions of Schedule 4,
they need not comply with the provisions or, as the case may be, the remaining provisions of Schedule 4; and where advantage is taken of this paragraph, references in[F9 Article 234A] to compliance with the provisions of Schedule 4 shall be construed accordingly.
[F10(3) The company's individual accounts for the year—
(a)may give the total of the aggregates required by heads (a), (c) and (d) of paragraph 1(1) of Schedule 6 (emoluments and other benefits etc. of directors) instead of giving those aggregates individually; and
(b)need not give the information required by—
[F11(ai)Article 239A (disclosure required in notes to annual accounts: particulars of staff);]
(i)paragraph 4 of Schedule 5 (financial years of subsidiary undertakings);
(ii)paragraph 1(2)(b) of Schedule 6 (numbers of directors exercising share options and receiving shares under long term incentive schemes);
(iii)paragraph 2 of Schedule 6 (details of highest paid director's emoluments etc.); or
(iv)paragraph 7 of Schedule 6 (excess retirement benefits of directors and past directors).]
(4) The directors' report for the year need not give the information required by—
[F12(a)Articles 242ZZA(1)(c) (directors' report: amount to be paid as dividend) and 242ZZB (directors' report: business review);]
(b)paragraph 1(2) of Schedule 7 (statement of market value of fixed assets where substantially different from balance sheet amount);
[F9(ba)paragraph 5A of Schedule 7 (disclosures relating to the use of financial instruments);]
(c)paragraph 6 of Schedule 7 (miscellaneous disclosures); or
(d)paragraph 11 of Schedule 7 (employee involvement).
(5) Notwithstanding anything in Article 250(1), the directors of the company need not deliver to the registrar any of the following, namely—
(a)a copy of the company's profit and loss account for the year;
(b)a copy of the directors' report for the year; and
(c)if[F9 they prepare Companies Order individual accounts and] they deliver a copy of a balance sheet drawn up as at the last day of the year which complies with the requirements of Schedule 8A, a copy of the company's balance sheet drawn up as at that day.
(6) Neither a copy of the company's accounts for the year delivered to the registrar under Article 250(1), nor a copy of a balance sheet delivered to the registrar under paragraph (5)(c), need give the information required by—
(a)paragraph 4 of Schedule 5 (financial years of subsidiary undertakings);
(b)paragraph 6 of Schedule 5 (shares of company held by subsidiary undertakings);
(c)Part I of Schedule 6 (directors' and chairman's emoluments, pensions and compensation for loss of office); or
(d)Article 398A(3) (amount of auditors' remuneration).
(7) The provisions of Article 241 as to the signing of the copy of the balance sheet delivered to the registrar apply to a copy of a balance sheet delivered under paragraph (5)(c).
(8) Subject to paragraph (9), each of the following, namely—
(a)accounts prepared in accordance with paragraph (2) or (3),
(b)a report prepared in accordance with paragraph (4), and
(c)a copy of accounts delivered to the registrar in accordance with paragraph (5) or (6),
shall contain a statement in a prominent position on the balance sheet, in the report or, as the case may be, on the copy of the balance sheet, above the signature required by Article 241, 242A or paragraph (7), that they are prepared in accordance with the special provisions of this Part relating to small companies.
(9) Paragraph (8) does not apply where[F13 the directors of the company have taken advantage of the exemption from audit conferred by Article 257AA (dormant companies)].]
F7SR 1997/436, reg. 2
F8mod. SR 1994/133
F9SR 2004/496
F10SR 1997/545
F11Art. 254(3)(b)(ai) inserted (1.4.2006) by Companies (1986 Order) (Investment Companies and Accounting and Audit Amendments) Regulations (Northern Ireland) 2006 (S.R. 2006/137), reg. 12
F12SR 2005/61
F13SR 2001/153
254A .F15—(1) Subject to Article 255A, this Article applies where a company qualifies as a medium‐sized company in relation to a financial year[F16 and its directors prepare Companies Order individual accounts for that year].
(2) The company's individual accounts for the year need not comply with the requirements of paragraph 36A of Schedule 4 (disclosure with respect to compliance with accounting standards).
[F17(2A) The directors' report for the year need not comply with the requirements of Article 242ZZB(3) (business review to include analysis using key performance indicators) so far as they relate to non-financial information.]
(3) The company may deliver to the registrar a copy of the company's accounts for the year—
(a)which includes a profit and loss account in which the following items listed in the profit and loss account formats set out in Part I of Schedule 4 are combined as one item under the heading “gross profit or loss”
Items 1, 2, 3 and 6 in Format 1;
Items 1 to 5 in Format 2;
Items A.1, B.1 and B.2 in Format 3;
Items A.1, A.2 and B.1 to B.4 in Format 4;
(b)which does not contain the information required by paragraph 55 of Schedule 4 (particulars of turnover).
(4) A copy of accounts delivered to the registrar in accordance with paragraph (3) shall contain a statement in a prominent position on the copy of the balance sheet, above the signature required by Article 241, that the accounts are prepared in accordance with the special provisions of this Part relating to medium‐sized companies.]
255 .F18—(1) A company qualifies as small or medium‐sized in relation to a financial year if the qualifying conditions are met—
(a)in the case of the company's first financial year, in that year, and
(b)in the case of any subsequent financial year, in that year and the preceding year.
(2) A company shall be treated as qualifying as small or medium‐sized in relation to a financial year—
(a)if it so qualified in relation to the previous financial year under[F19 paragraph (1) or was treated as so qualifying under sub‐paragraph (b)]; or
(b)if it was treated as so qualifying in relation to the previous year by virtue of sub‐paragraph (a) and the qualifying conditions are met in the year in question.
(3) The qualifying conditions are met by a company in a year in which it satisfies two or more of the following requirements—
(4) For a period which is a company's financial year but not in fact a year the maximum figures for turnover shall be proportionately adjusted.
[F22(5) The balance sheet total means—
(a)in the case of Companies Order individual accounts—
(i)the aggregate of the amounts shown in the balance sheet under the headings corresponding to items A to D of Format 1 in Part I of Schedule 4 or Part I of Schedule 8, or
(ii)if Format 2 is adopted, the aggregate of the amounts shown under the general heading “ASSETS”;
(b)in the case of IAS individual accounts, the aggregate of the amounts shown as assets in the balance sheet.]
(6) The number of employees means the average number of persons employed by the company in the year (determined on a[F23 monthly] basis).
That number shall be determined by applying the method of calculation prescribed by paragraph 56(2) and (3) of Schedule 4 for determining the corresponding number required to be stated in a note to the company's accounts.
255A .F25—[F26(1) If a company is, or was at any time within the financial year to which the accounts relate, an ineligible company, Articles 254 and 254A do not apply.
(1A) If a company does not fall within paragraph (1) but is, or was at any time within the financial year to which the accounts relate, a member of an ineligible group—
(a)Article 254(4) and (5)(b) and Article 254(2A) apply;
(b)the other provisions of Articles 254 and 254A do not apply.
[F27(1B) A company that qualifies as small in relation to the financial year to which the accounts relate is ineligible if—
(a)it is a public company,
(b)it is an authorised insurance company, a banking company, an e-money issuer, an ISD investment firm or a UCITS management company, or
(c)it carries on an insurance market activity.
(1C) A company that qualifies as medium-sized in relation to the financial year to which the accounts relate is ineligible if—
(a)it is a public company,
(b)it has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity, or
(c)it carries on an insurance market activity.]]
(2) A group is ineligible if any of its members is—
(a)a public company or a body corporate which (not being a company) has power under its constitution to offer its shares or debentures to the public and may lawfully exercise that power,
[F28(b)a person [F29(other than a small company)] who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity,
[F30(ba)a small company that is an authorised insurance company, a banking company, an e-money issuer, an ISD investment firm or a UCITS management company, or]
(c)a person who carries on insurance market activity.]
[F31(2A) A company is a small company for the purposes of paragraph (2) if it qualified as small in relation to its last financial year ending on or before the end of the financial year to which the accounts relate.]
(3) A parent company shall not be treated as qualifying as a small company in relation to a financial year unless the group headed by it qualifies as a small group, and shall not be treated as qualifying as a medium-sized company in relation to a financial year unless that group qualifies as a medium-sized group (see Article 257).]
F24SR 1997/436, reg. 4
F25mod. SR 1994/133
F26SR 2005/61
F27Art. 255A(1B)(1C) substituted (1.12.2006) for art. 255A(1B) by Companies (1986 Order) (Small Companies' Accounts and Audit) Regulations (Northern Ireland) 2006 (S.R. 2006/438), reg. 2(2)
F28SI 2001/3649
F29Words in art. 255A(2)(b) inserted (1.12.2006) by Companies (1986 Order) (Small Companies' Accounts and Audit) Regulations (Northern Ireland) 2006 (S.R. 2006/438), reg. 2(3)(a)
F30Art. 255A(2)(ba) substituted (1.12.2006) for word in art. 255A(2)(b) by Companies (1986 Order) (Small Companies' Accounts and Audit) Regulations (Northern Ireland) 2006 (S.R. 2006/438), reg. 2(3)(b)
255B .F33—(1) This Article applies where—
(a)the directors of a company propose to deliver to the registrar copies of accounts ("abbreviated accounts") prepared in accordance with Article 254(5) or (6) or 254A(3) ("the relevant provision"),
(b)the directors have not taken advantage of the exemption from audit conferred by Article 257A(1) or (2)[F34 or Article 257AA],F34. . .
Sub.‐para. (c) rep. by SR 2001/153
(2) If abbreviated accounts prepared in accordance with the relevant provision are delivered to the registrar, they shall be accompanied by a copy of a special report of the auditors stating that in their opinion—
(a)the company is entitled to deliver abbreviated accounts prepared in accordance with that provision, and
(b)the abbreviated accounts to be delivered are properly prepared in accordance with that provision.
(3) In such a case a copy of the auditors' report under Article 243 need not be delivered, but—
(a)if that report was qualified, the special report shall set out that report in full together with any further material necessary to understand the qualification; and
(b)if that report contained a statement under—
(i)Article 245(2) (accounts, records or returns inadequate or accounts not agreeing with records and returns), or
(ii)Article 245(3) (failure to obtain necessary information and explanations),
the special report shall set out that statement in full.
(4) Article 244 (signature of auditors' report) applies to a special report under this Article as it applies to a report under Article 243.
(5) If abbreviated accounts prepared in accordance with the relevant provision are delivered to the registrar, references in Article 248 (requirements in connection with publication of accounts) to the auditors' report under Article 243 shall be read as references to the special auditors' report under this Article.]
256 .F35—(1) A parent company need not prepare group accounts for a financial year in relation to which the group headed by that company qualifies as a small or medium‐sized group and is not an ineligible group.
(2) A group is ineligible if any of its members is—
(a)a public company or a body corporate which (not being a company) has power under its constitution to offer its shares or debentures to the public and may lawfully exercise that power,
[F36(b)a person [F37(other than a small company)] who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity,
[F38(ba)a small company that is an authorised insurance company, a banking company, an e-money issuer, an ISD investment firm or a UCITS management company, or]
(c)a person who carries on insurance market activity.]
[F39(2A) A company is a small company for the purposes of paragraph (2) if it qualified as small in relation to its last financial year ending on or before the end of the financial year to which the group accounts relate.]
Paras. (3), (4) rep. by SR 1997/314
F35mod. SR 1994/133
F36SI 2001/3649
F37Words in art. 256(2)(b) inserted (1.12.2006) by Companies (1986 Order) (Small Companies' Accounts and Audit) Regulations (Northern Ireland) 2006 (S.R. 2006/438), reg. 3(2)(a)
F38Art. 256(2)(ba) substituted (1.12.2006) for word in art. 256(2)(b) by Companies (1986 Order) (Small Companies' Accounts and Audit) Regulations (Northern Ireland) 2006 (S.R. 2006/438), reg. 3(2)(b)
256A .F41—(1) This Article applies where a small company—
(a)has prepared individual accounts for a financial year in accordance with Article 254(2) or (3), and
(b)is preparing[F42 Companies Order group accounts] in respect of the same year.
(2) If the group accounts—
(a)comply with the provisions of Schedule 8, or
(b)fail to comply with those provisions only in so far as they comply instead with one or more corresponding provisions of Schedule 4,
they need not comply with the provisions or, as the case may be, the remaining provisions of Schedule 4; and where advantage is taken of this paragraph, references in Schedule 4A to compliance with the provisions of Schedule 4 shall be construed accordingly.
(3) For the purposes of this Article, Schedule 8 shall have effect as if, in each balance sheet format set out in that Schedule, for item B.III there were substituted the following item—
“B.IIIInvestments
1.Shares in group undertakings
2.Interests in associated undertakings
3.Other participating interests
4.Loans to group undertakings and undertakings in which a participating interest is held
5.Other investments other than loans
6.Others.”
(4) The group accounts need not give the information required by the provisions specified in Article 254(3).
(5) Group accounts prepared in accordance with this Article shall contain a statement in a prominent position on the balance sheet, above the signature required by Article 241, that they are prepared in accordance with the special provision of this Part relating to small companies.]
257 .F43—(1) A group qualifies as small or medium‐sized in relation to a financial year if the qualifying conditions are met—
(a)in the case of the parent company's first financial year, in that year, and
(b)in the case of any subsequent financial year, in that year and the preceding year.
(2) A group shall be treated as qualifying as small or medium‐sized in relation to a financial year—
(a)if it so qualified in relation to the previous financial year under[F44 paragraph (1) or was treated as so qualifying under sub‐paragraph (b)]; or
(b)if it was treated as so qualifying in relation to the previous year by virtue of sub‐paragraph (a) and the qualifying conditions are met in the year in question.
(3) The qualifying conditions are met by a group in a year in which it satisfies two or more of the following requirements—
(4) The aggregate figures shall be ascertained by aggregating the relevant figures determined in accordance with Article 255 for each member of the group.
In relation to the aggregate figures for turnover and balance sheet total, “net” means with the set‐offs and other adjustments required by Schedule 4A in the case of group accounts and “gross” means without those set‐offs and other adjustments; and a company may satisfy the relevant requirement on the basis of either the net or the gross figure.
(5) The figures for each subsidiary undertaking shall be those included in its accounts for the relevant financial year, that is—
(a)if its financial year ends with that of the parent company, that financial year, and
(b)if not, its financial year ending last before the end of the financial year of the parent company.
(6) If those figures cannot be obtained without disproportionate expense or undue delay, the latest available figures shall be taken.
F47SR 1995/128
257A .F48—(1) Subject to Article 257B, a company which meets the total exemption conditions set out below in respect of a financial year is exempt from the provisions of this Part relating to the audit of accounts in respect of that year.
(2) Subject to Article 257B,[F49 a company which is a charity and] which meets the report conditions set out below in respect of a financial year is exempt from the provisions of this Part relating to the audit of accounts in respect of that year if the directors cause a report in respect of the company's individual accounts for that year to be prepared in accordance with Article 257C and made to the company's members.
(3) The total exemption conditions are met by a company in respect of a financial year if—
(a)it qualifies as a small company in relation to that year for the purposes of Article 254,
(b)its turnover in that year is not more than[F50 £5.6 million], and
(c)its balance sheet total for that year is not more than[F50 £2.8 million].
[F49(3A) In relation to any company which is a charity, paragraph (3)(b) shall have effect with the substitution—
(a)for the reference to turnover of a reference to gross income, and
(b)for the reference to[F50 £5.6 million] of a reference to £90,000.]
(4) The report conditions are met by[F49 a company which is a charity] in respect of a financial year if—
(a)it qualifies as a small company in relation to that year for the purposes of Article 254,
(b)its[F49 gross income] in that year is more than £90,000 but not more than[F49 £250,000], and
(c)its balance sheet total for that year is not more than £1.4 million.
Para. (5) rep. by SR 1997/500
(6) For a period which is a company's financial year but not in fact a year the maximum figures for turnover or gross income shall be proportionately adjusted.
[F49(6A) A company is entitled to the exemption conferred by paragraph (1) or (2) notwithstanding that it falls within sub-paragraph (a) or (b) of[F51 Article 257AA(1)].]
(7) In this Article—
“balance sheet total” has the meaning given by Article 255(5), and
“gross income” means the company's income from all sources, as shown in the company's income and expenditure account.
257AA.—(1) Subject to Article 257B(2) to (5), a company is exempt from the provisions of this Part relating to the audit of accounts in respect of a financial year if—
(a)it has been dormant since its formation, or
(b)it has been dormant since the end of the previous financial year and paragraph (2) applies.
(2) This paragraph applies if the company—
(a)is entitled in respect of its individual accounts for the financial year in question to prepare accounts in accordance with Article 254, or would be so entitled but for the application [F53to it of paragraph (1A), (1B)(a) or (1C)(a) of Article 255A] , and
(b)is not required to prepare group accounts for that year.
(3) Paragraph (1) does not apply if at any time in the financial year in question the company was—
[F54[F55(a)an authorised insurance company, a banking company, an e-money issuer, an ISD investment firm or a UCITS management company;]
(b)a person who carries on insurance market activity.]
(4) A company is "dormant" during any period in which it has no significant accounting transaction.
(5) “Significant accounting transaction” means a transaction which—
(a)is required by Article 229 to be entered in the company's accounting records; but
(b)is not a transaction to which paragraph (6) or (7) applies.
(6) This paragraph applies to a transaction arising from the taking of shares in the company by a subscriber to the memorandum as a result of an undertaking of his in the memorandum.
(7) This paragraph applies to a transaction consisting of the payment of—
(a)a fee to the registrar on a change of name under Article 38 (change of name),
(b)a fee to the registrar on the re-registration of a company under Part III (re-registration as a means of altering a company's status),
(c)a penalty under Article 250A (penalty for failure to deliver accounts), or
(d)a fee to the registrar for the registration of an annual return under Chapter III of Part XII.]
F52SR 2001/153
F53Words in art. 257AA(2)(a) substituted (1.12.2006) by Companies (1986 Order) (Small Companies' Accounts and Audit) Regulations (Northern Ireland) 2006 (S.R. 2006/438), reg. 4(2)
F54SI 2001/3649
257B .F56—(1) [F57Subject to[F58 paragraphs (1A) to (1C)],] a company is not entitled to the exemption conferred by paragraph (1) or (2) of Article 257A in respect of a financial year if at any time within that year—
(a)it was a public company,
[F59(b)it was an authorised insurance company, a banking company, an e-money issuer, an ISD investment firm or a UCITS management company,]
[F60(bb)it carried on an insurance market activity,]
Sub‐para. (c) rep. by SI 2001/1283
(d)F61. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(e)it was an employers' association as defined in Article 4 of the Industrial Relations (Northern Ireland) Order 1992,
(f)it was a parent company or a subsidiary undertaking.
[F57(1A) A company which, apart from this paragraph, would fall within paragraph (1)(f) by virtue of its being a subsidiary undertaking for any period within a financial year shall not be treated as so falling if it is dormant (within the meaning of[F62 Article 257AA]) throughout that period.]
[F58(1B) A company which, apart from this paragraph, would fall within paragraph (1)(f) by virtue of its being a parent company or a subsidiary undertaking for any period within a financial year, shall not be treated as so falling if throughout that period it was a member of a group meeting the conditions set out in paragraph (1C).
(1C) The conditions referred to in paragraph (1B) are—
(a)that the group qualifies as a small group, in relation to the financial year within which the period falls, for the purposes of Article 257[F62 (or if all bodies corporate in such group were companies, would so qualify)] and is not, and was not at any time within that year, an ineligible group within the meaning of Article 256(2).
(b)that the group's aggregate turnover in that year (calculated in accordance with Article 257) is[F62, where the company referred to in paragraph (1B) is a charity,] not more than £350,000 net (or £420,000 gross)[F62 or,where the company so referred to is not a charity,[F63 not more than £5.6 million net (or £6.72 million gross)]], and
(c)that the group's aggregate balance sheet total for that year (calculated in accordance with Article 257) is[F63 not more than £2.8 million net (or £3.36 million gross)].]
(2) Any member or members holding not less in the aggregate than 10 per cent in nominal value of the company's issued share capital or any class of it or, if the company does not have a share capital, not less than 10 per cent in number of the members of the company, may, by notice in writing deposited at the registered office of the company during a financial year but not later than one month before the end of that year, require the company to obtain an audit of its accounts for that year.
(3) Where a notice has been deposited under paragraph (2), the company is not entitled to the exemption conferred by paragraph (1) or (2) of Article 257A[F62 or by paragraph (1) of Article 257AA] in respect of the financial year to which the notice relates.
(4) A company is not entitled to the exemption conferred by paragraph (1) or (2) of Article 257A[F62 or by paragraph (1) of Article 257AA] unless its balance sheet contains a statement by the directors—
(a)[F57to the effect] that for the year in question the company was entitled to exemption under paragraph (1) or (2)F62. . . of Article 257A[F62 or paragraph (1) of Article 257AA],
[F62(b)to the effect that members have not required the company to obtain an audit of its accounts for the year in question in accordance with paragraph (2), and]
(c)[F57to the effect] that the directors acknowledge their responsibilities for—
(i)ensuring that the company keeps accounting records which comply with Article 229, and
(ii)preparing accounts which give a true and fair view of the state of affairs of the company as at the end of the financial year and of its profit or loss for the financial year in accordance with the requirements of Article 234, and which otherwise comply with the requirements of this Order relating to accounts, so far as applicable to the company.
(5) The statement required by paragraph (4) shall appear in the balance sheet[F57 above the signature required by Article 241].
F56mod. SR 1994/133
F57SR 1997/314
F58SR 1997/500
F59Art. 257B(1)(b) substituted (1.12.2006) by Companies (1986 Order) (Small Companies' Accounts and Audit) Regulations (Northern Ireland) 2006 (S.R. 2006/438), reg. 5(2)
F60SI 2001/3649
F61Art. 257B(1)(d) omitted (1.12.2006) by virtue of Companies (1986 Order) (Small Companies' Accounts and Audit) Regulations (Northern Ireland) 2006 (S.R. 2006/438), reg. 5(3)
F62SR 2001/153
F63SR 2004/190
257C .F64—(1) The report required for the purposes of Article 257A(2) shall be prepared by a person (referred to in this Part as “the reporting accountant”) who is eligible under Article 257D.
(2) The report shall state whether in the opinion of the reporting accountant making it—
(a)the accounts of the company for the financial year in question are in agreement with the accounting records kept by the company under Article 229, and
(b)having regard only to, and on the basis of, the information contained in those accounting records, those accounts have been drawn up in a manner consistent with the provisions of this Order specified in paragraph (6), so far as applicable to the company.
(3) The report shall also state that in the opinion of the reporting accountant, having regard only to, and on the basis of, the information contained in the accounting records kept by the company under Article 229, the company satisfied the requirements of paragraph (4) of Article 257AF65. . . for the financial year in question, and did not fall within Article 257B(1)(a) to (f) at any time within that financial year.
(4) The report shall state the name of the reporting accountant and be signed by him.
(5) Where the reporting accountant is a body corporate or partnership, any reference to signature of the report, or any copy of the report, by the reporting accountant is a reference to signature in the name of the body corporate or partnership by a person authorised to sign on its behalf.
(6) The provisions referred to in paragraph (2)(b) are—
(a)[F66Article 234A(3)] and Schedule 4,
(b)Article 239 and paragraphs 7 to 9A and 13(1), (3) and (4) of Schedule 5, and
(c)Article 240 and Schedule 6,
where appropriate as modified by[F67 Article 254(2) and (3)].
257D .F68—(1) The reporting accountant shall be either—
(a)any member of a body listed in paragraph (4) who, under the rules of the body—
(i)is entitled to engage in public practice, and
(ii)is not ineligible for appointment as a reporting accountant, or
(b)any person (whether or not a member of any such body) who—
(i)is subject to the rules of any such body in seeking appointment or acting as auditor under Chapter V of Part XII, and
(ii)under those rules, is eligible for appointment as auditor under that Chapter.
(2) In paragraph (1), references to the rules of a body listed in paragraph (4) are to the rules (whether or not laid down by the body itself) which the body has power to enforce and which are relevant for the purposes of Part III of the Companies (Northern Ireland) Order 1990 or this Article.
This includes rules relating to the admission and expulsion of members of the body, so far as relevant for the purposes of that Part or this Article.
(3) An individual, a body corporate or a partnership may be appointed as a reporting accountant, and Article 29 of the Companies (Northern Ireland) Order 1990 (effect of appointment of partnership) shall apply to the appointment as reporting accountant of a partnership constituted under the law of England and Wales or Northern Ireland, or under the law of any other country or territory in which a partnership is not a legal person.
(4) The bodies referred to in paragraphs (1) and (2) are—
(a)the Institute of Chartered Accountants in England and Wales,
(b)the Institute of Chartered Accountants of Scotland,
(c)the Institute of Chartered Accountants in Ireland,
(d)[F69the Association of Chartered Certified Accountants,]F70. . .
(e)the Association of Authorised Public Accountants[F70,and]
[F70(f)the Institute of Chartered Secretaries and Administrators.]
.
(5) A person is ineligible for appointment by a company as a reporting accountant if he would be ineligible for appointment as an auditor of that company under Article 30 of the Companies (Northern Ireland) Order 1990 (ineligibility on ground of lack of independence).
257E .F71—(1) Where the directors of a company have taken advantage of the exemption conferred by Article 257A(1)[F72 or 257AA(1)]
(a)Articles 246 and 247 (right to receive or demand copies of accounts and reports) shall have effect with the omission of references to the auditors' report;
(b)no copy of an auditors' report need be delivered to the registrar or laid before the company in general meeting;
(c)paragraphs (3) to (5) of Article 279 (accounts by reference to which distribution to be justified) shall not apply.
[F72(1A) Where the directors of a company have taken advantage of the exemption conferred by Article 257AA, then for the purposes of that Article the company shall be treated as a company entitled to prepare accounts in accordance with Article 254 even though it is a member of an ineligible group.]
(2) Where the directors of a company have taken advantage of the exemption conferred by Article 257A(2)—
(a)paragraphs (2) to (4) of Article 244 (which require copies of the auditors' report to state the names of the auditors) shall have effect with the substitution for references to the auditors and the auditors' report of references to the reporting accountant and the report made for the purposes of Article 257A(2) respectively;
(b)Articles 246 and 247 (right to receive or demand copies of accounts and reports), Article 249 (accounts and reports to be laid before company in general meeting) and Article 250 (accounts and reports to be delivered to the registrar) shall have effect with the substitution for references to the auditors' report of references to the report made for the purposes of Article 257A(2);
(c)paragraphs (3) to (5) of Article 279 (accounts by reference to which distribution to be justified) shall not apply;
(d)F73Article 397A(1) and (2) (rights to information) shall have effect with the substitution for references toF73 the auditors of references to the reporting accountant.
Art. 258 rep. by SR 2001/153
259 .F76—[F77(1) [F75A company] need not, in such cases as may be specified by regulations made by the Department, and provided any conditions so specified are complied with, send copies of the documents referred to in[F78 Article 246(1A)] to[F79 entitled persons], but may instead send them a summary financial statement.
[F79In this Article—
“entitled person”, in relation to a company, means such of the persons specified in Article 246(1)(a) to (c) as are or would apart from this Article be entitled to be sent copies of those documents relating to the company which are referred to in that paragraph;
[F78“summary financial statement” means a statement that is derived from the company's annual accounts and (in the case of a quoted company) the directors' remuneration report and prepared in accordance with this Article and regulations made under it;]]
Definitions rep. by SR 2004/496
(2) Copies of the documents referred to in[F78 Article 246(1A)] shall, however, be sent to[F79 any entitled person] who wishes to receive them; and the Department may by regulations make provision as to the manner in which it is to be ascertained[F79 (whether before or after he becomes an entitled person)] whether[F79 an entitled person] wishes to receive them.
(2ZA) F80. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[F81(2A) References in this Article to sending a summary financial statement to an entitled person include references to using electronic communications for sending the statement to such address as may for the time being be notified to the company by that person for that purpose.
(2B) For the purposes of this Article a summary financial statement is also to be treated as sent to an entitled person where—
(a)the company and that person have agreed to his having access to summary financial statements on a web site (instead of their being sent to him);
(b)the statement is a statement 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 statement on a web site;
(ii)the address of that web site; and
(iii)the place on that web site where the statement may be accessed, and how it may be accessed.
(2C) For the purposes of this Article a statement treated in accordance with paragraph (2B) as sent to an entitled person is to be treated as sent to him if, and only if—
(a)the statement is published on the web site throughout a period beginning at least 21 days before the date of the meeting at which the accounts and[F78 directors' remuneration report] from which the statement is derived are to be laid and ending with the conclusion of that 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.
(2D) Nothing in[F78 paragraph F82. . . (2C)] shall invalidate the proceedings of a meeting where—
[F78(a)any F83. . . statement that is required to be published on a web site as mentioned in those paragraphs is published for a part, but not all, of the period mentioned in those paragraphs; and]
(b)the failure to publish thatF84. . . statement throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the company to prevent or avoid.
(2E) A company may, notwithstanding any provision to the contrary in its articles, take advantage of any of paragraphs (2A) to (2D).]
[F78(3) The summary financial statement must—
(a)be in such form, and
(b)contain such information,
as the Department may by regulations specify, including information derived from the company's directors' report F85. . . .
(3A) Nothing in this Article or regulations made under it prevents a company from including in its summary financial statement additional information derived from the company's annual accounts, directors' remuneration report [F86or directors' report] .]
[F87(4) Every summary financial statement shall—
(a)state that it is only a summary of information in the company's annual accountsF78. . . and (in the case of a quoted company) the directors' remuneration report;
[F78(aa)state whether it contains additional information derived from the directors' report F88. . . and, if so, state that it does not contain the full text of that report F89. . . ;
(ab)state how an entitled person can obtain a full copy of the documents referred to in Article 246(1A);
(ac)F90. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]
(b)contain a statement by the company's auditors of their opinion as to whether the summary financial statement
[F78(i)is consistent with the company's annual accounts and directors' remuneration report and (where information derived from the directors' report F91. . . is included in the statement) with that report F92. . . , and
(ii)complies with the requirements of this Article and regulations made under it;]
(c)state whether the auditors' report on the annual accounts, or on the annual accounts and the auditable part of the directors' remuneration report, was unqualified or qualified, and if it was qualified set out the report in full together with any further material needed to understand the qualification;
[F93(ca)state whether, in that report, the auditor's statement under Article 243(3). (whether directors' report is consistent with accounts) was qualified or unqualified and, if qualified, set out the qualified statement in full together with any further material needed to understand the qualification;]
(d)state whether that auditors' report contained a statement under—
(i)Article 245(2); or
(ii)Article 245(3),
and if so, set out the statement in full.]
(5) If default is made in complying with this Article or regulations made under it, the company and every officer of it who is in default is guilty of an offence and liable to a fine.
(6) Article 248 (requirements in connection with publication of accounts) does not apply in relation to the provision to[F79 entitled persons] of a summary financial statement in accordance with this Article.]
F75SR 2004/496
F76mod. SR 1994/133
F77Art. 259 repealed (20.1.2007 for art. 259(2A)-(2E) and otherwise prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 2 (with arts. 6, 8, Sch. 5)
F78SR 2005/61
F79SR 1993/220
F80Art. 259(2ZA) omitted (31.3.2006) by virtue of Companies (1986 Order) (Operating and Financial Review) (Repeal) Regulations (Northern Ireland) 2006 (S.R. 2006/94), reg. 2(2), Sch. para. 13(2)
F81SR 2003/3
F82Words in art. 259(2D) omitted (31.3.2006) by virtue of Companies (1986 Order) (Operating and Financial Review) (Repeal) Regulations (Northern Ireland) 2006 (S.R. 2006/94), reg. 2(2), Sch. para. 13(3)(a)
F83Words in art. 259(2D)(a) omitted (31.3.2006) by virtue of Companies (1986 Order) (Operating and Financial Review) (Repeal) Regulations (Northern Ireland) 2006 (S.R. 2006/94), reg. 2(2), Sch. para. 13(3)(b)
F84Words in art. 259(2D)(b) omitted (31.3.2006) by virtue of Companies (1986 Order) (Operating and Financial Review) (Repeal) Regulations (Northern Ireland) 2006 (S.R. 2006/94), reg. 2(2), Sch. para. 13(3)(b)
F85Words in art. 259(3) omitted (31.3.2006) by virtue of Companies (1986 Order) (Operating and Financial Review) (Repeal) Regulations (Northern Ireland) 2006 (S.R. 2006/94), reg. 2(2), Sch. para. 13(4)
F86Words in art. 259(3A) substituted (31.3.2006) by Companies (1986 Order) (Operating and Financial Review) (Repeal) Regulations (Northern Ireland) 2006 (S.R. 2006/94), reg. 2(2), Sch. para. 13(5)
F87SR 2005/56
F88Words in art. 259(4)(aa) omitted (31.3.2006) by virtue of Companies (1986 Order) (Operating and Financial Review) (Repeal) Regulations (Northern Ireland) 2006 (S.R. 2006/94), reg. 2(2), Sch. para. 13(6)(a)(i)
F89Words in art. 259(4)(aa) omitted (31.3.2006) by virtue of Companies (1986 Order) (Operating and Financial Review) (Repeal) Regulations (Northern Ireland) 2006 (S.R. 2006/94), reg. 2(2), Sch. para. 13(6)(a)(ii)
F90Art. 259(4)(ac) omitted (31.3.2006) by virtue of Companies (1986 Order) (Operating and Financial Review) (Repeal) Regulations (Northern Ireland) 2006 (S.R. 2006/94), reg. 2(2), Sch. para. 13(6)(b)
F91Words in art. 259(4)(b)(i) omitted (31.3.2006) by virtue of Companies (1986 Order) (Operating and Financial Review) (Repeal) Regulations (Northern Ireland) 2006 (S.R. 2006/94), reg. 2(2), Sch. para. 13(6)(c)(i)
F92Words in art. 259(4)(b)(i) omitted (31.3.2006) by virtue of Companies (1986 Order) (Operating and Financial Review) (Repeal) Regulations (Northern Ireland) 2006 (S.R. 2006/94), reg. 2(2), Sch. para. 13(6)(c)(ii)
260 .F94—(1) A private company may elect (by elective resolution in accordance with Article 387A) to dispense with the laying of accounts and reports before the company in general meeting.
(2) An election has effect in relation to the accounts and reports in respect of the financial year in which the election is made and subsequent financial years.
(3) Whilst an election is in force, the references in the following provisions of this Order to the laying of accounts before the company in general meeting shall be read as references to the sending of copies of the accounts to members and others under Article 246(1)—
(a)Article 243(1) (accounts on which auditors are to report),
(b)Article 278(3) and (4) (accounts by reference to which distributions are justified), and
(c)Article 328(2) (accounts relevant for determining company's net assets for purposes of ascertaining whether approval required for certain transactions);
and the requirement in Article 279(4) that the auditors' statement under that provision be laid before the company in general meeting shall be read as a requirement that it be sent to members and others along with the copies of the accounts sent to them under Article 246(1).
(4) If an election under this Article ceases to have effect, Article 249 applies in relation to the accounts and reports in respect of the financial year in which the election ceases to have effect and subsequent financial years.
F94mod. SR 1994/133
261 .F95—[F96(1) Where an election under Article 260 is in force, the copies of the accounts and reports sent out in accordance with Article 246(1)—
(a)shall be sent not less than 28 days before the end of the period allowed for laying and delivering accounts and reports, and
(b)shall be accompanied, in the case of a member of the company, by a notice informing him of his right to require the laying of the accounts and reports before a general meeting;
and Article 246(5) (penalty for default) applies in relation to the above requirements as to the requirements contained in that Article.
(2) Before the end of the period of 28 days beginning with the day on which the accounts and reports are sent out in accordance with Article 246(1), any member or auditor of the company may by notice in writing deposited at the registered office of the company require that a general meeting be held for the purpose of laying the accounts and reports before the company.
[F97(2A) The power of a member or auditor under paragraph (2) to require the holding of a general meeting is exercisable not only by the deposit of a notice in writing but also by the transmission to the company at such address as may for the time being be specified for the purpose by or on behalf of the company of an electronic communication containing the requirement.]
(3) If the directors do not within 21 days from the date of
[F97(a)the deposit of a notice containing a requirement under paragraph (2), or
(b)the receipt of such a requirement contained in an electronic communication, proceed]
duly to convene a meeting, the person who[F97 required the holding of the meeting] may do so himself.
(4) A meeting so convened shall not be held more than 3 months from that date and shall be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by directors.
(5) Where the directors do not duly convene a meeting, any reasonable expenses incurred by reason of that failure by the person who[F97 required the holding of the meeting] shall be made good to him by the company, and shall be recouped by the company out of any fees, or other remuneration in respect of their services, due or to become due to such of the directors as were in default.
(6) The directors shall be deemed not to have duly convened a meeting if they convene a meeting for a date more than 28 days after the date of the notice convening it.]
F95mod. SR 1994/133
F96Art. 261 repealed (20.1.2007 for art. 261(2A) and otherwise prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 2 (with arts. 6, 8, Sch. 5)
F97SR 2003/3
262 .F98—(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 Article does not apply[F99 if—]
[F99(a)the company is a banking[F100 or insurance] company or the parent company of a banking[F100 or insurance] group, or
(b)the company is a qualifying company within the meaning of the Partnerships and Unlimited Companies (Accounts) Regulations (Northern Ireland) 1994,F101. . . ]
Sub‐para. (c) rep. by 2005 NI 7
(4) Where a company is exempt by virtue of this Article from the obligation to deliver accounts, Article 248 (requirements in connection with publication of accounts) has effect with the following modifications—
(a)in paragraph (3)(b) for the words from “whether statutory accounts” to “have been delivered to the registrar” substitute “ that the company is exempt from the requirement to deliver statutory accounts ”, and
(b)in paragraph (5) for “as required to be delivered to the registrar under Article 250” substitute “ as prepared in accordance with this Part and approved by the board of directors ”.
F102SR 1992/258
263 .F103—(1) A banking company shall prepare its individual accounts in accordance with Part I of Schedule 9 rather than Schedule 4.
(2) An insurance company[F104 shall] prepare its individual accounts in accordance with Part I of Schedule 9A rather than Schedule 4.
(3) Accounts so prepared shall contain a statement that they are prepared in accordance with the special provisions of this Part relating to banking companies or to insurance companies, as the case may be.
(4) In relation to the preparation of individual accounts in accordance with the special provisions of this Part, the references to Schedule 4 in Article 234(4) and (5) (relationship between specific requirements and duty to give true and fair view) shall be read as references to the provisions of Part I of Schedule 9, in the case of the accounts of banking companies, or to the provisions of Part I of Schedule 9A, in the case of the accounts of insurance companies.
[F105(4A) References to Companies Order individual accounts include accounts prepared in accordance with this Article.
(4B) This Article does not apply to banking companies and insurance companies that prepare IAS individual accounts.]
Para. (5) rep. by SR 1994/428
263A .F106—(1) The parent company of a banking group shall prepare group accounts in accordance with the provisions of this Part as modified by Part II of Schedule 9.
(2) The parent company of an insurance group[F107 shall] prepare group accounts in accordance with the provisions of this Part as modified by Part II of Schedule 9A.
(3) Accounts so prepared shall contain a statement that they are prepared in accordance with the special provisions of this Part relating to banking groups or to insurance groups, as the case may be.
[F107(4) References in this Part to a banking group are to a group where the parent company is a banking company or where—
(a)the parent company's principal subsidiary undertakings are wholly or mainly credit institutions, and
(b)the parent company does not itself carry on any material business apart from the acquisition, management and disposal of interests in subsidiary undertakings.
(5) References in this Part to an insurance group are to a group where the parent company is an insurance company or where—
(a)the parent company's principal subsidiary undertakings are wholly or mainly insurance companies, and
(b)the parent company does not itself carry on any material business apart from the acquisition, management and disposal of interests in subsidiary undertakings.
(5A) For the purposes of paragraphs (4) and (5)—
(a)a parent company's principal subsidiary undertakings are the subsidiary undertakings of the company whose results or financial position would principally affect the figures shown in the group accounts, and
(b)the management of interests in subsidiary undertakings includes the provision of services to such undertakings.]
(6) In relation to the preparation of group accounts in accordance with the special provisions of this Part:
(a)the references to the provisions of Schedule 4A in[F108 Article 235A(4) and (5)] (relationship between specific requirements and duty to give true and fair view) shall be read as references to those provisions as modified by Part II of Schedule 9, in the case of the group accounts of a banking group, or Part II of Schedule 9A, in the case of the group accounts of an insurance group; and
(b)the reference to paragraphs 52 to 57 of Schedule 4 in Article 238(2) (relief from obligation to comply with those paragraphs where group accounts prepared) shall be read as a reference to[F109 paragraphs 75 to 77], 80 and 81 of Part I of Schedule 9, in the case of the group accounts of a banking group[F107 and as a reference to paragraphs 73, 74, 79 and 80 of Part I of Schedule 9A, in the case of the group accounts of an insurance group].
[F108(6A) References to Companies Order group accounts include accounts prepared in accordance with paragraphs (1) to (3).
(6B) Paragraphs (1) to (3) and (6) do not apply to parent companies of banking groups or insurance groups that prepare IAS group accounts.]
Para. (7) rep. by SR 1994/428
263B .F110—(1) In relation to a banking company, or the[F111 parent company of a banking group], the provisions of Schedule 5 (Disclosure of information: related undertakings) have effect subject to Part III of Schedule 9.
(2) In relation to a banking company, or the parent company of a banking company, the provisions of Schedule 6 (Disclosure of information: emoluments and other benefits of directors and others have effect subject to Part IV of Schedule 9.
Art. 263C rep. by SR 1994/428
263D .F112—(1) The Department may by regulations apply to banking partnerships, subject to such exceptions, adaptations and modifications as it considers appropriate, the provisions of this Part applying to banking companies.
[F113(2) A “banking partnership” means a partnership which has permission under Part 4 of the Financial Services and Markets Act 2000.
(2A) But a partnership is not a banking partnership if it has permission to accept deposits only for the purpose of carrying on another regulated activity in accordance with that permission.]
(3) No regulations under this Article shall be made unless a draft of the regulations has been laid before and approved by a resolution of the Assembly.
[F113(5) Paragraphs (2) and (2A) must be read with —
(a)section 22 of the Financial Services and Markets Act 2000;
(b)any relevant order under that section; and
(c)Schedule 2 to that Act.]