The Companies (Summary Financial Statement) (Amendment) Regulations (Northern Ireland) 2006

Explanatory Note

(This note is not part of the Regulations)

These Regulations, which come into operation on 1st April 2006, amend the Companies (Summary Financial Statement) Regulations (Northern Ireland) 1996 (S.R. 1996 No. 179) (“the 1996 Regulations”). The provisions in the Regulation reflect amendments made to Article 259 of the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I.6)) (provision of summary financial statements to shareholders) by regulation 11 of the Companies (1986 Order) (International Accounting Standards and Other Accounting Amendments) Regulations (Northern Ireland) 2004 (S.R. 2004 No. 496) and regulation 11 of the Companies (1986 Order) (Operating and Financial Review and Directors' Report etc.) Regulations (Northern Ireland) 2005 (S.R. 2005 No. 61).

Regulations 2 to 11 extend to all companies the ability to send out summary financial statements (“SFS”) to members and others (“entitled persons”) instead of the full accounts and reports, subject to the conditions set out in the 1996 Regulations, as amended, being satisfied. Previously only listed public companies as defined in regulation 2(1) of the 1996 regulations have had that ability. One of the conditions that must be satisfied is that the full accounts and reports for the year in question must have been audited (regulation 3(1A) of the 1996 Regulations, as inserted by regulation 3 of these Regulations).

New regulation 10A of, and Schedule 3A to, the 1996 Regulations, inserted by regulations 11 and 15 of, and the Schedule to, these Regulations, specify the form and content of the SFS of companies and groups which prepare their accounts in accordance with international accounting standards.

Under the Regulations (regulations 12(3), 13(3) and 14(3)) a company’s SFS need no longer contain a summary of the directors' report. Companies may however include such a summary if they wish.

The form of a consultation by notice under regulation 5 of the 1996 Regulations is amended by regulation 5 of these Regulations to take account of these changes.

The content of SFS is amended to reflect the fact that, as a result of amendments to Part VIII of the Companies (Northern Ireland) Order 1986 made by S.R. 2004 No. 496, information concerning a company’s dividends is now contained in the notes to a company’s accounts rather than in the profit and loss account (regulations 12(4) to (6), 13(4) to (6) and 14(4) to (6)). For companies preparing accounts in accordance with international accounting standards, dividend disclosures are required by paragraphs 3(2) and 4(2) of new Schedule 3A to the 1996 Regulations inserted by regulation 15 of these Regulations.

Amendments to the content of SFS also reflect changes to the provisions on adjustment of prior year amounts contained in regulations 3, 5, 8 and 10 of the Companies (1986 Order) (Investment Companies and Accounting and Audit Amendments) Regulations (Northern Ireland) 2006 (regulations 12(7), 13(7), and 14(7)).

Regulation 16 contains a transitional provision so that where a company (whether or not a listed public company) has before 1st April 2006 ascertained that an entitled person does not wish to receive full accounts and reports then that is valid for the purposes of the amended 1996 Regulations.

Regulation 17 repeals provisions of the 1996 Regulations that are spent.