SCHEDULES

F1F1 SCHEDULE 21D

Annotations:
Amendments (Textual)

F2PART I COMPANIES REQUIRED TO MAKE DISCLOSURE UNDER PARENT LAW

Annotations:
Amendments (Textual)
F2

Sch. 21D inserted (1.1.1993) by S.I. 1992/3179, reg. 3, Sch. 2, para.18.

F31 Scope of Part

This Part of this Schedule applies to any company to which section 699AA applies which is required by its parent law to prepare, have audited and disclose accounts.

F42 Duty to deliver copies in Great Britain

1

This paragraph applies in respect of each branch which a company to which this Part of this Schedule applies has in Great Britain.

2

The company shall deliver to the registrar for registration in respect of the branch copies of all the accounting documents prepared in relation to a financial period of the company which are disclosed in accordance with its parent law on or after the end of the period allowed for compliance in respect of the branch with paragraph 1 of Schedule 21A or, if earlier, the date on which the company complies with that paragraph in respect of the branch.

3

Where the company’s parent law permits it to discharge its obligation with respect to the disclosure of accounting documents by disclosing documents in a modified form, it may discharge its obligation under sub-paragaph (2) above by delivering copies of documents modified as permitted by that law.

4

If any document, a copy of which is delivered under sub-paragraph (2) above, is in a language other than English, the company shall annex to the copy delivered a translation of it into English, certified in the prescribed manner to be a correct translation.

F53

Paragraph 2 above shall not require documents to be delivered in respect of a branch if—

a

before the end of the period allowed for compliance with that paragraph, they are delivered in respect of another branch in the United Kingdom, and

b

the particulars registered under Schedule 21A in respect of the branch indicate an intention that they are to be registered in respect of that other branch and include the details of that other branch mentioned in paragraph 4(b) of that Schedule.

F64 Time for delivery

The period allowed for delivery, in relation to a document required to be delivered under paragraph 2, is 3 months from the date on which the document is first disclosed in accordance with the company’s parent law.

F75 Penalty for non-compliance

1

If a company fails to comply with paragraph 2 before the end of the period allowed for compliance, it, and every person who immediately before the end of that period was a director of it, is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.

2

It is a defence for a person charged with an offence under this paragraph to prove that he took all reasonable steps for securing compliance with paragraph 2.

F86 Interpretation

1

In this Part of this Schedule—

“financial period”, in relation to a company, means a period for which the company is required or permitted by its parent law to prepare accounts;

“parent law”, in relation to a company, means the law of the country in which the company is incorporated;

and references to disclosure are to public disclosure.

2

For the purposes of this Part of this Schedule, the following are accounting documents in relation to a financial period of a company—

a

the accounts of the company for the period, including, if it has one or more subsidiaries, any consolidated accounts of the group,

b

any annual report of the directors for the period,

c

the report of the auditors on the accounts mentioned in paragraph (a) above, and

d

any report of the auditors on the report mentioned in paragraph (b) above.

F9PART II COMPANIES NOT REQUIRED TO MAKE DISCLOSURE UNDER PARENT LAW

Annotations:
Amendments (Textual)
F9

Sch. 21D inserted (1.1.1993) by S.I. 1992/3179, reg. 3, Sch. 2, para.18.

F107 Scope of Part

This Part of this Schedule applies to any company to which section 699AA applies which is not required by the law of the country in which it is incorporated to prepare, have audited and publicly disclose accounts.

F11C18 Preparation of accounts and reports

A company to which this Part of this Schedule applies shall in respect of each financial year of the company prepare the like accounts and directors’ report, and cause to be prepared such an auditors’ report, as would be required if the company were a company to which section 700 applied.

F129

F13Sections 390 to 392 of the Companies Act 2006 apply to a company to which this Part of this Schedule applies subject to the following modifications—

C2a

for the references to the incorporation of the company there shall be substituted references to the company becoming a company to which this Part of this Schedule applies, and

b

F14section 392(3) shall be omitted.

F1510 Duty to deliver accounts and reports

C31

A company to which this Part of this Schedule applies shall in respect of each financial year of the company deliver to the registrar copies of the accounts and reports prepared in accordance with paragraph 8.

2

If any document comprised in those accounts or reports is in a language other than English, the company shall annex to the copy delivered a translation of it into English, certified in the prescribed manner to be a correct translation.

3

A company required to deliver documents under this paragraph is respect of a financial year shall deliver them in respect of each branch which it has in Great Britain at the end of that year.

4

Sub-paragraph (3) above is without prejudice to section 695A(3).

F1611

Paragraph 10 shall not require documents to be delivered in respect of a branch if—

a

before the end of the period allowed for compliance with that paragraph, they are delivered in respect of another branch in the United Kingdom, and

b

the particulars registered under paragraph 1 of Schedule 21A in respect of the branch indicate an intention that they are to be registered in respect of that other branch and include the details of that other branch mentioned in paragraph 4(b) of that Schedule.

F1712 Time for delivery

1

The period allowed for delivering accounts and reports under paragraph 10 is 13 months after the end of the relevant accounting reference period, subject to the following provisions of this paragraph.

C42

If the relevant accounting reference period is the company’s first and is a period of more than 12 months, the period allowed is 13 months from the first anniversary of the company’s becoming a company to which this Part of this Schedule applies.

3

If the relevant accounting reference period is treated as shortened by virtue of a notice given by the company under F18section 392 of the Companies Act 2006 , the period allowed is that applicable in accordance with the above provisions or 3 months from the date of the notice under that section, whichever last expires.

4

If for any special reason the Secreatry of State thinks fit he may, on an application made before the expiry of the period otherwise allowed, by notice in writing to a company to which this part of this Schedule applies extend that period by such further period as may be specified in the notice.

5

In this paragraph “the relevant accounting reference period” means the accounting reference period by reference to which the financial year for the accounts in question was determined.

F1913 Penalty for non-compliance

1

If the requirements of paragraph 10 are not complied with before the end of the period allowed for delivering accounts and reports, or if the accounts and reports delivered do not comply with the requirements of this Act, the company and 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.

2

It is a defence for a person charged with such an offence to prove that he took all reasonable steps for securing that the requirements in question would be complied with.

3

It is not a defence in relation to a failure to deliver copies to the registrar to prove that the documents in question were not in fact prepared as required by this Act.