Companies subject to the small companies regimeU.K.
381Companies subject to the small companies regimeU.K.
The small companies regime . . . applies to a company for a financial year in relation to which the company—
(a)qualifies as small (see sections 382 and 383), and
(b)is not excluded from the regime (see section 384).
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382Companies qualifying as small: generalU.K.
(1)A company qualifies as small in relation to its first financial year if the qualifying conditions are met in that year.
[(1A)Subject to subsection (2), a company qualifies as small in relation to a subsequent financial year if the qualifying conditions are met in that year.]
[(2)In relation to a subsequent financial year, where on its balance sheet date a company meets or ceases to meet the qualifying conditions, that affects its qualification as a small company only if it occurs in two consecutive financial years.]
(3)The qualifying conditions are met by a company in a year in which it satisfies two or more of the following requirements—
1. Turnover | [Not more than £10.2 million] |
2. Balance sheet total | [Not more than £5.1 million] |
3. Number of employees | Not more than 50 |
(4)For a period that is a company's financial year but not in fact a year the maximum figures for turnover must be proportionately adjusted.
(5)The balance sheet total means the aggregate of the amounts shown as assets in the company's balance sheet.
(6)The number of employees means the average number of persons employed by the company in the year, determined as follows—
(a)find for each month in the financial year the number of persons employed under contracts of service by the company in that month (whether throughout the month or not),
(b)add together the monthly totals, and
(c)divide by the number of months in the financial year.
(7)This section is subject to section 383 (companies qualifying as small: parent companies).
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383Companies qualifying as small: parent companiesU.K.
(1)A parent company qualifies as a small company in relation to a financial year only if the group headed by it qualifies as a small group.
(2)A group qualifies as small in relation to the parent company's first financial year if the qualifying conditions are met in that year.
[(2A)Subject to subsection (3), a group qualifies as small in relation to a subsequent financial year of the parent company if the qualifying conditions are met in that year.]
[(3)In relation to a subsequent financial year of the parent company, where on the parent company’s balance sheet date the group meets or ceases to meet the qualifying conditions, that affects the group’s qualification as a small group only if it occurs in two consecutive financial years.]
(4)The qualifying conditions are met by a group in a year in which it satisfies two or more of the following requirements—
1. Aggregate turnover | [Not more than £10.2 million net (or £12.2 million gross)] |
2. Aggregate balance sheet total | [Not more than £5.1 million net (or £6.1 million gross)] |
3. Aggregate number of employees | Not more than 50 |
(5)The aggregate figures are ascertained by aggregating the relevant figures determined in accordance with section 382 for each member of the group.
(6)In relation to the aggregate figures for turnover and balance sheet total—
A company may satisfy any relevant requirement on the basis of either the net or the gross figure.
(7)The figures for each subsidiary undertaking shall be those included in its individual 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.
If those figures cannot be obtained without disproportionate expense or undue delay, the latest available figures shall be taken.
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384Companies excluded from the small companies regimeU.K.
(1)The small companies regime does not apply to a company that ... was at any time within the financial year to which the accounts relate—
(a)a public company,
(b)a company that—
(i)is an authorised insurance company, a banking company, an e-money issuer, [a MiFID investment firm] or a UCITS management company, [or]
(ii)carries on insurance market activity, or
[(iii)is a scheme funder of a Master Trust scheme within the meanings given by section 39(1) of the Pension Schemes Act 2017 (interpretation of Part 1), or]
(c)a member of an ineligible group.
(2)A group is ineligible if any of its members is—
[(a)a traded company,]
(b)a body corporate (other than a company) whose shares are admitted to trading on a [UK regulated market],
(c)a person (other than a small company) who has permission under [Part 4A] of the Financial Services and Markets Act 2000 (c. 8) to carry on a regulated activity,
[(ca)an e-money issuer,]
(d)a small company that is an authorised insurance company, a banking company, ... [a MiFID investment firm] or a UCITS management company, [or]
(e)a person who carries on insurance market activity [or]
[(f)a scheme funder of a Master Trust scheme within the meanings given by section 39(1) of the Pension Schemes Act 2017 (interpretation of Part 1).]
(3)A company is a small company for the purposes of subsection (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.
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[ 384A Companies qualifying as micro-entitiesU.K.
(1)A company qualifies as a micro-entity in relation to its first financial year if the qualifying conditions are met in that year.
(2)Subject to subsection (3), a company qualifies as a micro-entity in relation to a subsequent financial year if the qualifying conditions are met in that year.
(3)In relation to a subsequent financial year, where on its balance sheet date a company meets or ceases to meet the qualifying conditions, that affects its qualification as a micro-entity only if it occurs in two consecutive financial years.
(4)The qualifying conditions are met by a company in a year in which it satisfies two or more of the following requirements—
1. Turnover | Not more than £632,000 |
2. Balance sheet total | Not more than £316,000 |
3. Number of employees | Not more than 10 |
(5)For a period that is a company’s financial year but not in fact a year the maximum figures for turnover must be proportionately adjusted.
(6)The balance sheet total means the aggregate of the amounts shown as assets in the company’s balance sheet.
(7)The number of employees means the average number of persons employed by the company in the year, determined as follows—
(a)find for each month in the financial year the number of persons employed under contracts of service by the company in that month (whether throughout the month or not),
(b)add together the monthly totals, and
(c)divide by the number of months in the financial year.
(8)In the case of a company which is a parent company, the company qualifies as a micro-entity in relation to a financial year only if—
(a)the company qualifies as a micro-entity in relation to that year, as determined by subsections (1) to (7), and
(b)the group headed by the company qualifies as a small group, as determined by section 383(2) to (7).
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384B Companies excluded from being treated as micro-entitiesU.K.
(1)The micro-entity provisions do not apply in relation to a company’s accounts for a particular financial year if the company ... at any time within that year—
(a)[was] a company excluded from the small companies regime by virtue of section 384,
(b)[would have been] an investment undertaking as defined in Article 2(14) of Directive 2013/34/ EU of 26 June 2013 on the annual financial statements etc. of certain types of undertakings [were the United Kingdom a member State],
(c)[would have been] a financial holding undertaking as defined in Article 2(15) of that Directive [were the United Kingdom a member State],
[(d)a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council, [which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation,]]
(e)[would have been] an insurance undertaking as defined in Article 2(1) of Council Directive 91/674/EEC of 19 December 1991 on the annual accounts of insurance undertakings [were the United Kingdom a member State], or
(f)[was] a charity.
(2)The micro-entity provisions also do not apply in relation to a company’s accounts for a financial year if —
(a)the company is a parent company which prepares group accounts for that year as permitted by section [399(4)], or
(b)the company is not a parent company but its accounts are included in consolidated group accounts for that year.]
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