The Companies Act 2006 (Commencement No. 6, Saving and Commencement Nos. 3 and 5 (Amendment)) Order 2008

Article 4(2) and (3)

SCHEDULE 2 SAVING FOR SMALL CHARITABLE COMPANIES IN NORTHERN IRELAND: CONSEQUENTIAL PROVISION

1.—(1) Articles 257A and 257B to 257E of the Companies (Northern Ireland) Order 1986 as they apply by virtue of article 4(1) of this Order have effect with the following adaptations.

(2) Expressions used in those Articles, as so applied, have the same meaning as in the Companies Acts (as defined in section 2(1) of the Companies Act 2006).

Article 257A (exemptions from audit)

2.—(1) Article 257A of the Companies (Northern Ireland) Order 1986 is adapted as follows.

(2) In paragraph (1) after “a company which” insert “is a charity and which”.

(3) In paragraphs (1) and (2) for “this Part” substitute “Part 16 of the Companies Act 2006”.

(4) In paragraphs (3)(a) and (4)(a) for “Article 254” substitute “section 477 of the Companies Act 2006”.

(5) For paragraph (3)(b) substitute—

“(b) its gross income is not more than £90,000, and”.

(6) Omit paragraphs (3A) and (6A).

(7) In paragraph (7), in the definition of “balance sheet total” for “has the meaning given by Article 255(5)” substitute “has the same meaning as in section 477 of the Companies Act 2006”.

Article 257B (cases where exemptions not available)

3.—(1) Article 257B of the Companies (Northern Ireland) Order 1986 is adapted as follows.

(2) In paragraph (1A) omit “(within the meaning of Article 257AA)”.

(3) In paragraph (1C)(a), (b) and (c) for “Article 257” substitute “section 479 of the Companies Act 2006”.

(4) In paragraph (1C)(a) for “Article 256(2)” substitute “section 384(2) and (3) of the Companies Act 2006”.

(5) In paragraph (1C)(b) omit—

(a) the words “, where the company referred to in paragraph (1B) is a charity,”, and

(b) the words from “or, where” to “million gross)”.

(6) In paragraph (3) omit “or by paragraph (1) of Article 257AA”.

(7) In paragraph (4)—

(a) in the opening words, omit “or by paragraph (1) of Article 257AA”;

(b) in sub-paragraph (a), omit “or paragraph (1) of Article 257AA”;

(c) in sub-paragraph (c)(i), for “Article 229” substitute “section 386 of the Companies Act 2006”;

(d) in sub-paragraph (c)(ii)—

(i) for “Article 234” substitute “section 396 of the Companies Act 2006”, and

(ii) for “this Order” substitute “Part 15 of that Act”.

(8) In paragraph (5), for “Article 241” substitute “section 414 of the Companies Act 2006”.

Article 257C (the report required for the purposes of Article 257A(2))

4.—(1) Article 257C of the Companies (Northern Ireland) Order 1986 is adapted as follows.

(2) In paragraph (2)—

(a) in sub-paragraph (a), for “Article 229” substitute “section 386 of the Companies Act 2006”, and

(b) in sub-paragraph (b), omit “of this Order”.

(3) In paragraph (3), for “Article 229” substitute “section 386 of the Companies Act 2006”.

(4) For paragraph (6) substitute—

“(6) The provisions referred to in paragraph (2)(b) are—

(a) section 396(3) of the Companies Act 2006 and regulation 3(1) of, and Schedule 1 to, the Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008(1) (form and content of balance sheet and profit and loss account and additional information to be provided in notes to accounts);

(b) section 409 of the Companies Act 2006, and regulation 4 of, and paragraphs 5 to 8 and 11(1), (3) and (4) of Schedule 2 to, those Regulations (notes to accounts: information about related undertakings);

(c) section 412 of that Act, and regulation 5 of, and Schedule 3 to, those Regulations (notes to accounts: information about directors’ remuneration).”.

Article 257D (the reporting accountant)

5.—(1) Article 257D of the Companies (Northern Ireland) Order 1986 is adapted as follows.

(2) In paragraph (1)(b)—

(a) in paragraph (i), for “auditor under Chapter V of Part XII” substitute “statutory auditor under Part 42 of the Companies Act 2006”, and

(b) in paragraph (ii), for “appointment as auditor under that Chapter” substitute “such appointment”.

(3) In paragraph (2), for “Part III of the Companies (Northern Ireland) Order 1990” substitute “Part 42 of the Companies Act 2006”.

(4) In paragraph (3), for “Article 29 of the Companies (Northern Ireland) Order 1990” substitute “section 1216 of the Companies Act 2006”.

(5) For paragraph (5) substitute—

“(5) A person may not be appointed by a company as a reporting accountant if he would be prohibited from acting as auditor of that company by virtue of section 1214 of the Companies Act 2006 (independence requirement).”.

Article 257E (effect of exemptions)

6.—(1) Article 257E of the Companies (Northern Ireland) Order 1986 is adapted as follows.

(2) Omit paragraphs (1) and (1A).

(3) For paragraph (2) substitute—

“(2) Where the directors of a company have taken advantage of the exemption conferred by Article 257A(2), the provisions of the Companies Act 2006 listed in paragraph (3) apply to the reporting accountant and a reporting accountant’s report as they apply to an auditor of the company and an auditor’s report on the company’s accounts, subject to any necessary modifications.

(3) The provisions are—

(a) sections 423 to 425 (duty to circulate copies of annual accounts);

(b) sections 431 and 432 (right of member or debenture holder to demand copies of accounts);

(c) sections 434 to 436 (requirements in connection with publication of accounts);

(d) sections 441 to 444A (duty to file accounts with registrar of companies);

(e) section 454(4)(b) and regulations made under that provision (functions of auditor in relation to revised accounts);

(g) sections 499 to 501 (auditor’s right to information);

(h) sections 505 and 506 (name of auditor to be stated in published copies of report).

(4) In sections 505 and 506 as they apply by virtue of paragraph (3) in a case where the reporting accountant is a firm, any reference to the senior statutory auditor shall be read as a reference to the person who signed the report on behalf of the firm.”.

(1)

S.I. 2008/409.