Companies Act 1976

Duty to prepare and deliver accounts in the case of oversea companies

9 Duty to prepare and deliver accounts in the case of oversea companies

(1) Every such company as is described in section 406 of the Act of 1948 (hereafter in this Act referred to as an " oversea company ") shall in respect of each accounting reference period of the company prepare a balance sheet and profit and loss account and, if the company is a holding company, group accounts, made up by reference to such date or dates, and (subject to any prescribed exceptions or modifications) in such form, containing such particulars and having annexed or attached thereto such documents, as would have been required in accordance with the provisions of the Act of 1948 and this Act if it had been a company within the meaning of the Act of 1948.

(2) In respect of each accounting reference period of the company, an oversea company shall deliver to the registrar of companies a copy of every balance sheet, account or other document required by virtue of subsection (1) above to be prepared in respect of that accounting reference period and, if any such balance sheet, account or document is in a language other than English, shall annex to the copy so delivered to the registrar a certified translation of it into English.

(3) Where in relation to any accounting reference period of an oversea company the directors of the company would be exempt by virtue of subsection (8) of section 1 above from the requirements of subsection (7) of that section if the company were a company within the meaning of the Act of 1948, nothing in subsection (1) above shall require the company to prepare any balance sheet or other document in respect' of that accounting reference period.

(4) Section 410 of the Act of 1948 (which is superseded by this section shall cease to have effect.

10 Accounting reference period of oversea company

(1) Sections 2 and 3 above shall apply in relation to an oversea company subject to the following modifications.

(2) The reference in subsection (1) of section 2 above to the date of the incorporation of the company shall be construed in relation to an oversea company as referring to the date on which a place of business in Great Britain is or was established by the company.

(3) Subject to section 3 above, the first accounting reference period of an oversea company shall be, instead of the period mentioned in subsection (4) of section 2 above, such period ending with the company's accounting reference date as—

(a) begins or began on the day after the date to which the last profit and loss account of the company of which a copy was delivered to the registrar of companies before the coming into operation of section 1 above (whether delivered in the year immediately before the coming into operation of that section or earlier) is or was made up ; or

(b) if no profit and loss account of the company was so delivered before the coming into operation of that section, begins or began on a date determined by the company in accordance with subsection (4) below, whether that date is or was a date after or a date before the coming into operation of that section;

and (in either case) is or was a period exceeding six months and not exceeding eighteen months.

(4) The date determined by an oversea company for the purposes of subsection (3)(b) above shall be a date not later than the date on which a place of business in Great Britain is or was established by the company.

(5) The reference in subsection (6) of section 2 above to the requirements of sectidn 1 above shall be construed in relation to an oversea company as a reference to the requirements of section 9 above.

(6) References in sections 2 and 3 above to a period which is or was an accounting reference period of a company by virtue of section 2 above shall be construed as including references to a period which is or was an accounting reference period of an oversea company by virtue of subsection (3) above.

(7) Subsections (6) and (7) of section 3 above shall be omitted in the application of that section in relation to an oversea company.

11 Penalty for not complying with section 9 within the period allowed for delivering accounts

(1) If in respect of any accounting reference period of an oversea company any of the requirements of section 9(2) above is not complied with before the end of the period allowed for delivering accounts, the company and every officer or agent of the company who knowingly and wilfully authorises or permits the default shall in respect of the company's failure to comply with the requirement or requirements in question be guilty of an offence and liable on summary conviction to a fine not exceeding the aggregate of £400 and £40 for each day which falls—

(a) after the end of the period allowed for delivering accounts; and

(b) before the earliest day by which all the requirements of section 9(2) have been complied with.

(2) Subject to subsection (3) below, the period allowed for delivering accounts in relation to any accounting reference period of an oversea company shall be the period which would be the period allowed for laying and delivering accounts in relation to that accounting reference period determined in accordance with section 6 and section 7(1) and (2) above if the company were a company within the meaning of the Act of 1948 and the following subsection were substituted for subsections (2) and (3) of section 6—

“(2) Subject to the following provisions of this section, the period allowed for laying and delivering accounts in relation to any accounting reference period of a company shall be the period of thirteen months after the end of the accounting reference period”.

(3) In the application of section 6(4) above for the purposes of this section, the reference to the date of the incorporation of the company shall be construed as referring to the date determined by the company for the purposes of section 10(3)(6) above.

(4) For the purposes of any proceedings under this section with respect to any requirement to deliver a copy of a document to the registrar of companies, it shall not be a defence to prove that the document in question was not in fact prepared as required by section 9(1) above.