The Small Companies and Groups (Accounts and Directors' Report) Regulations 2008

PART 1 U.K. INTRODUCTION

Citation and interpretation U.K.

1.—(1) These Regulations may be cited as the Small Companies and Groups (Accounts and Directors' Report) Regulations 2008.

(2) In these Regulations “the 2006 Act” means the Companies Act 2006.

Commencement and application U.K.

2.—(1) These Regulations come into force on 6th April 2008.

(2) They apply in relation to financial years beginning on or after 6th April 2008.

(3) They apply to companies which are subject to the small companies regime under Part 15 of the 2006 Act (see section 381 of that Act M1 ).

Marginal Citations

M1 Section 381 is amended by regulation 6(1) of S.I. 2008/393.

PART 2 U.K. FORM AND CONTENT OF INDIVIDUAL ACCOUNTS

Companies Act individual accounts U.K.

3.—(1)  [F1 Subject to the following provisions of this regulation and regulation 5A, ] Companies Act individual accounts under section 396 of the 2006 Act (Companies Act: individual accounts) must comply with the provisions of Schedule 1 to these Regulations as to the form and content of the balance sheet and profit and loss account, and additional information to be provided by way of notes to the accounts.

[F2 (1A) Sections C (alternative accounting rules) and D (fair value accounting) in Part 2 of Schedule 1 to these Regulations do not apply to a company which qualifies as a micro-entity in relation to a financial year (see sections 384A and 384B of the 2006 Act) and whose accounts for that year are prepared in accordance with the exemption permitted by—

(a) regulation 5A, or

(b) paragraph 1(1A) of Section A in Part 1 of Schedule 1 to these Regulations.]

F3 (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) Accounts are treated as having complied with any provision of Schedule 1 to these Regulations if they comply instead with the corresponding provision of Schedule 1 to the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008 M2 .

Textual Amendments

F1 Words in reg. 3(1) inserted (with effect in accordance with reg. 2(2) of the amending S.I.) by The Small Companies (Micro-Entities Accounts) Regulations 2013 (S.I. 2013/3008), regs. 2(1), 9(2)(a) (with reg. 3)

F2 Reg. 3(1A) inserted (with effect in accordance with reg. 2(2) of the amending S.I.) by The Small Companies (Micro-Entities Accounts) Regulations 2013 (S.I. 2013/3008), regs. 2(1), 9(2)(b) (with reg. 3)

F3 Reg. 3(2) omitted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by virtue of The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 (S.I. 2015/980), regs. 2(1), 14(2) (with reg. 3)

Modifications etc. (not altering text)

C1 Reg. 3 applied (with modifications) (E.W.S.) (with application in accordance with reg. 2(2) of the amending S.I.) by The Small Limited Liability Partnerships (Accounts) Regulations 2008 (S.I. 2008/1912), regs. 2(1), 3(1) (with reg. 2(3)) (as amended (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 29)

Marginal Citations

M2 S.I. 2008/410.

Information about related undertakings (Companies Act or IAS individual accounts) U.K.

F4 4.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F4 Reg. 4 omitted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by virtue of The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 (S.I. 2015/980), regs. 2(1), 14(3) (with reg. 3)

Information about directors' benefits: remuneration (Companies Act or IAS individual accounts) U.K.

F5 5.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F5 Reg. 5 omitted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by virtue of The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 (S.I. 2015/980), regs. 2(1), 14(4) (with reg. 3)

[F6 Companies Act individual accounts: micro-entities – notes to the accounts U.K.

5A.   Nothing in Schedule 1, 2 or 3 to these Regulations requires the Companies Act individual accounts of a company for a financial year in which the company qualifies as a micro-entity (see sections 384A and 384B of the 2006 Act) to contain any information by way of notes to the accounts, except that the company is required to disclose by way of notes to the accounts the information required by paragraph 57 in Part 3 of Schedule 1.]

Textual Amendments

F6 Reg. 5A inserted (with effect in accordance with reg. 2(2) of the amending S.I.) by The Small Companies (Micro-Entities Accounts) Regulations 2013 (S.I. 2013/3008), regs. 2(1), 9(5) (with reg. 3)

Accounts for delivery to registrar of companies (Companies Act individual accounts) U.K.

F7 6.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F7 Reg. 6 omitted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by virtue of The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 (S.I. 2015/980), regs. 2(1), 14(5) (with reg. 3)

PART 3 U.K. DIRECTORS' REPORT

Directors' report U.K.

7.  The report which the directors of a company are required to prepare under section 415 of the 2006 Act (duty to prepare directors' report) must disclose the matters specified in Schedule 5 to these Regulations.

PART 4 U.K. FORM AND CONTENT OF GROUP ACCOUNTS

Companies Act group accounts U.K.

8.—(1) Where the directors of a parent company which—

(a) is subject to the small companies regime, and

(b) has prepared Companies Act individual accounts in accordance with regulation 3,

prepare Companies Act group accounts under section 398 of the 2006 Act (option to prepare group accounts), those accounts must comply with the provisions of F8 ...Schedule 6 to these Regulations as to the form and content of the consolidated balance sheet and consolidated profit and loss account, and additional information to be provided by way of notes to the accounts.

(2) Accounts are treated as having complied with any provision of Part 1 of Schedule 6 if they comply instead with the corresponding provision of Schedule 6 to the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008.

Textual Amendments

F8 Words in reg. 8 omitted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by virtue of The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 (S.I. 2015/980), regs. 2(1), 15(2) (with reg. 3)

Modifications etc. (not altering text)

C2 Reg. 8 applied (with modifications) (E.W.S.) (with application in accordance with reg. 2(2) of the amending S.I.) by The Small Limited Liability Partnerships (Accounts) Regulations 2008 (S.I. 2008/1912), regs. 2(1), 6(1) (with reg. 2(3)) (as amended (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (S.I. 2016/575), regs. 2(1), 33)

Information about directors' benefits: remuneration (Companies Act or IAS group accounts) U.K.

F9 9.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F9 Reg. 9 omitted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by virtue of The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 (S.I. 2015/980), regs. 2(1), 15(3) (with reg. 3)

Information about related undertakings (Companies Act or IAS group accounts) U.K.

10.—(1) Companies Act or IAS group accounts must comply with the provisions of Part 2 of Schedule 6 to these Regulations as to information about related undertakings to be given in notes to the company's accounts.

(2) Information otherwise required to be given by Part 2 of Schedule 6 need not be disclosed with respect to an undertaking that—

(a) is established under the law of a country outside the United Kingdom, or

(b) carries on business outside the United Kingdom,

if the conditions specified in section 409(4) of the 2006 Act are met (see section 409(5) of the 2006 Act for disclosure required where advantage taken of this exemption). This paragraph does not apply in relation to the information required by paragraphs 26 and 35 of Schedule 6 to these Regulations.

Modifications etc. (not altering text)

C3 Reg. 10 applied (with modifications) (E.W.S.) (with application in accordance with reg. 2(2) of the amending S.I.) by The Small Limited Liability Partnerships (Accounts) Regulations 2008 (S.I. 2008/1912), regs. 2(1), 7(1) (with reg. 2(3))

Accounts for delivery to registrar of companies (Companies Act group accounts) U.K.

11.  Companies Act group accounts delivered to the registrar of companies under section 444 of the 2006 Act need not give the information required by—

F10 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) paragraph 25 of Schedule 6 to these Regulations (shares of company held by subsidiary undertakings).

Textual Amendments

F10 Reg. 11(a) omitted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by virtue of The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 (S.I. 2015/980), regs. 2(1), 15(4) (with reg. 3)

PART 5 U.K. INTERPRETATION

Definition of “provisions” U.K.

12.  Schedule 7 to these Regulations defines “provisions” for the purpose of these Regulations and for the purposes of—

(a) section 677(3)(a) (Companies Act accounts: relevant provisions for purposes of financial assistance) in Part 18 of the 2006 Act,

(b) section 712(2)(b)(i) (Companies Act accounts: relevant provisions to determine available profits for redemption or purchase by private company out of capital) in that Part, F11 ...

(c) section 836(1)(b)(i) (Companies Act accounts: relevant provisions for distribution purposes) in Part 23 of that Act [F12 , and

(d) section 841(2)(a) (Companies Act accounts: provisions to be treated as realised losses) in that Part.]

Textual Amendments

F11 Word in reg. 12(b) omitted (with application in accordance with reg. 1(4) of the amending S.I.) by virtue of The Companies Act 2006 (Accounts, Reports and Audit) Regulations 2009 (S.I. 2009/1581), regs. 1(2), 11(2)(a)

F12 Reg. 12(d) and word inserted (with application in accordance with reg. 1(4) of the amending S.I.) by The Companies Act 2006 (Accounts, Reports and Audit) Regulations 2009 (S.I. 2009/1581), regs. 1(2), 11(2)(b)

General interpretation U.K.

13.  Schedule 8 to these Regulations contains general definitions for the purposes of these Regulations.

Modifications etc. (not altering text)

C4 Reg. 13 applied (with modifications) (E.W.S.) (with application in accordance with reg. 2(2) of the amending S.I.) by The Small Limited Liability Partnerships (Accounts) Regulations 2008 (S.I. 2008/1912), regs. 2(1), 8(1) (with reg. 2(3))

Gareth Thomas

Parliamentary Under Secretary of State for Trade and Consumer Affairs,

Department for Business, Enterprise and Regulatory Reform