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Point in time view as at 12/11/2004.

Changes to legislation:

Companies Act 1985, Cross Heading: Other interpretation provisions is up to date with all changes known to be in force on or before 22 November 2024. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. Help about Changes to Legislation

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Other interpretation provisionsE+W+S

259 Meaning of “undertaking” and related expressions.E+W+S

(1)In this Part “undertaking” means—

(a)a body corporate or partnership, or

(b)an unincorporated association carrying on a trade or business, with or without a view to profit.

(2)In this Part references to shares—

(a)in relation to an undertaking with a share capital, are to alloted shares;

(b)in relation to an undertaking with capital but no share capital, are to rights to share in the capital of the undertaking; and

(c)in relation to an undertaking without capital, are to interests—

(i)conferring any right to share in the profits or liability to contribute to the losses of the undertaking, or

(ii)giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.

(3) Other expressions appropriate to companies shall be construed, in relation to an undertaking which is not a company, as references to the corresponding persons, officers, documents or organs, as the case may be, appropriate to undertakings of that description.

This is subject to provision in any specific context providing for the translation of such expressions.

(4)References in this Part to “fellow subsidiary undertakings” are to undertakings which are subsidiary undertakings of the same parent undertaking but are not parent undertakings or subsidiary undertakings of each other.

(5)In this Part “group undertaking”, in relation to an undertaking, means an undertaking which is—

(a)a parent undertaking or subsidiary undertaking of that undertaking, or

(b)a subsidiary undertaking of any parent undertaking of that undertaking.

Modifications etc. (not altering text)

C1S. 259 applied (with modifications) (18.7.1996) by S.I. 1996/1669, reg. 2(3), Sch. 1 paras. 1, 3(3)

[F1260 Participating interests.E+W+S

(1)In this Part “participating interest” means an interest held by an undertaking in the shares of another undertaking which it holds on a long-term basis for the purpose of securing a contribution to its activities by the exercise of control or influence arising from or related to that interest.

(2)A holding of 20 per cent. or more of the shares of an undertaking shall be presumed to be a participating interest unless the contrary is shown.

(3)The reference in subsection (1) to an interest in shares includes—

(a)an interest which is convertible into an interest in shares, and

(b)an option to acquire shares or any such interest;

and an interest or option falls within paragraph (a) or (b) notwithstanding that the shares to which it relates are, until the conversion or the exercise of the option, unissued.

(4)For the purposes of this section an interest held on behalf of an undertaking shall be treated as held by it.

(5)F2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6)In the balance sheet and profit and loss formats set out in Part I of Schedule 4 [F3Part I of Schedule 8, Schedule 8A,][F4, Chapter I of Part I of Schedule 9 and Chapter I of Part I of Schedule 9A], “participating interest” does not include an interest in a group undertaking.

(7)For the purposes of this section as it applies in relation to the expression “participating interest”—

(a)in those formats as they apply in relation to group accounts, and

(b)in paragraph 20 of Schedule 4A (group accounts: undertakings to be accounted for as associated undertakings),

the references in subsections (1) to (4) to the interest held by, and the purposes and activities of, the undertaking concerned shall be construed as references to the interest held by, and the purposes and activities of, the group (within the meaning of paragraph 1 of that Schedule).]

Textual Amendments

F1New ss. 259–262A inserted (subject to the saving and transitional provisions in S.I. 1990/355, arts. 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 1, 22, 213(2) as part of the text inserted in place of ss. 221–262 (as mentioned in s. 1(a) of the 1989 Act)

F3Words in s. 260(6) inserted (1.3.1997) by S.I. 1997/220, reg. 7(5)

F4Words in s. 260(6) substituted (19.12.1993) by S.I. 1993/3246, regs. 5(1), 6, 7, Sch. 2 para.4

Modifications etc. (not altering text)

C2S. 260 applied (with modifications) (18.7.1996) by S.I. 1996/1669, reg. 2(3), Sch. 1 paras. 1, 3(4)

[F5261 Notes to the accounts.E+W+S

(1)Information required by this Part to be given in notes to a company’s annual accounts may be contained in the accounts or in a separate document annexed to the accounts.

(2)References in this Part to a company’s annual accounts, or to a balance sheet or profit and loss account, include notes to the accounts giving information which is required by any provision of this Act [F6or international accounting standards] , and required or allowed by any such provision to be given in a note to company accounts.]

Textual Amendments

F5New ss. 259–262A inserted (subject to the saving and transitional provisions in S.I. 1990/355, arts. 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 1, 22, 213(2) as part of the text inserted in place of ss. 221–262 (as mentioned in s. 1(a) of the 1989 Act)

[F7262 Minor definitions.E+W+S

(1)In this Part—

  • [F8 “address”, except in section 228, in relation to electronic communications, includes any number or address used for the purposes of such communications

  • annual accounts” means—

    (a)

    the individual accounts required by section 226, and

    (b)

    any group accounts required by section 227,

    (but see also section 230 (treatment of individual profit and loss account where group accounts prepared));

  • annual report”, in relation to a company, means the directors’ report required by section 234;

  • balance sheet date” means the date as at which the balance sheet was made up;

  • capitalisation”, in relation to work or costs, means treating that work or those costs as a fixed asset;

  • [F9Companies Act accounts” means Companies Act individual accounts or Companies Act group accounts;]

  • [F10 “credit institution” means a credit institution as defined in [F11article 1(1)(a)] of Directive 2000/12/EC of the European Parliament and of the Council of 20 March 2000 relating to the taking up and pursuit of the business of credit institutions, that is to say an undertaking whose business is to receive deposits or other repayable funds from the public and to grant credits for its own account;]

  • F12. . .

  • fixed assets” means assets of a company which are intended for use on a continuing basis in the company’s activities, and “current assets” means assets not intended for such use;

  • group” means a parent undertaking and its subsidiary undertakings;

  • [F13IAS accounts” means IAS individual accounts or IAS group accounts;]

  • [F14IAS Regulation” means EC Regulation No. 1606/2002 of the European Parliament and of the Council of 19th July 2002 on the application of international accounting standards;]

  • included in the consolidation”, in relation to group accounts, or “included in consolidated group accounts”, means that the undertaking is included in the accounts by the method of full (and not proportional) consolidation, and references to an undertaking excluded from consolidation shall be construed accordingly;

  • [F15international accounting standards” means the international accounting standards, within the meaning of the IAS Regulation, adopted from time to time by the European Commission in accordance with that Regulation;]

  • [F16profit and loss account”, in relation to a company that prepares IAS accounts, includes an income statement or other equivalent financial statement required to be prepared by international accounting standards;]

  • purchase price”, in relation to an asset of a company or any raw materials or consumables used in the production of such an asset, includes any consideration (whether in cash or otherwise) given by the company in respect of that asset or those materials or consumables, as the case may be;

  • qualified”, in relation to an auditors’ report, means that the report does not state the auditors’ unqualified opinion that the accounts have been properly prepared in accordance with this Act or, in the case of an undertaking not required to prepare accounts in accordance with this Act, under any corresponding legislation under which it is required to prepare accounts;

  • [F17“quoted company” means a company whose equity share capital—

    (a)

    has been included in the official list in accordance with the provisions of Part VI of the Financial Services and Markets Act 2000; or

    (b)

    is officially listed in an EEA State; or

    (c)

    is admitted to dealing on either the New York Stock Exchange or the exchange known as Nasdaq;

    and in paragraph (a) “the official list” shall have the meaning given it by section 103(1) of the Financial Services and Markets Act 2000;

  • F18. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  • turnover”, in relation to a company, means the amounts derived from the provision of goods and services falling within the company’s ordinary activities, after deduction of—

    (i)

    trade discounts,

    (ii)

    value added tax, and

    (iii)

    any other taxes based on the amounts so derived.

(2)In the case of an undertaking not trading for profit, any reference in this Part to a profit and loss account is to an income and expenditure account; and references to profit and loss and, in relation to group accounts, to a consolidated profit and loss account shall be construed accordingly.

[F19(2A)References in this Part to accounts giving a “true and fair view” are references–

(a)in the case of Companies Act individual accounts, to the requirement under section 226A that such accounts give a true and fair view;

(b)in the case of Companies Act group accounts, to the requirement under section 227A that such accounts give a true and fair view; and

(c)in the case of IAS accounts, to the requirement under international accounting standards that such accounts achieve a fair presentation.]

(3)References in this Part to “realised profits” and “realised losses”, in relation to a company’s accounts, are to such profits or losses of the company as fall to be treated as realised in accordance with principles generally accepted, at the time when the accounts are prepared, with respect to the determination for accounting purposes of realised profits or losses.

This is without prejudice to—

(a)the construction of any other expression (where appropriate) by reference to accepted accounting principles or practice, or

(b)any specific provision for the treatment of profits or losses of any description as realised.]]]

Textual Amendments

F7New ss. 259–262A inserted (subject to the saving and transitional provisions in S.I. 1990/355, arts. 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 1, 22, 213(2) as part of the text inserted in place of ss. 221–262 (as mentioned in s. 1(a) of the 1989 Act)

F8Definition of "address" in s. 262(1) inserted (22.12.2000) by S.I. 2000/3373, art. 16(1)

F9S. 262(1): definition of "Companies Act accounts" inserted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 20(2)(a)

F10S. 262(1): definition substituted (22.11.2000) by S.I. 2000/1430, art. 2(3)

F11S. 262(1): words in definition of "credit institution" substituted (27.4.2002) by The Electronic Money (Miscellaneous Amendments) Regulations 2002 (S.I. 2002/765), reg. 2(2)

F12S. 262(1): definition omitted (20.10.1997) by virtue of S.I. 1997/2306, reg. 4(2)

F13S. 262(1): definition of "IAS accounts" inserted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 20(2)(b)

F14S. 262(1): definition of "IAS Regulation" inserted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 20(2)(c)

F15S. 262(1): definition of "international accounting standards" inserted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 20(2)(d)

F16S. 262(1): definition of "profit and loss account" inserted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 20(2)(e)

F18S. 262(1): definition of "true and fair view" omitted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by virtue of The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 20(2)(f)

[F20262A Index of defined expressions.E+W+S

The following Table shows the provisions of this Part defining or otherwise explaining expressions used in this Part (other than expressions used only in the same section or paragraph)—

accounting reference date and accounting reference periodsection 224
accounting standards and applicable accounting standardssection 256
[F21 “address”F21section 2 62(1)]
annual accounts (generally)section 262(1)
(includes notes to the accounts)section 261(2)
annual reportsection 262(1)
associated undertaking (in Schedule 4A)paragraph 20 of that Schedule
[F22auditable part (of a directors’ remuneration report)section 235(5)]
balance sheet (includes notes)section 261(2)
balance sheet datesection 262(1)
F23. . .F23. . .
banking group[F24section 255A(4)]
F23. . .F23. . .
capitalisation (in relation to work or costs)section 262(1)
[F25Companies Act accountsSection 262(1)]
[F26Companies Act group accountsSections 227(2) and 255A(6A)]
[F27Companies Act individual accountsSections 226(2) and 255(4A)]
credit institutionsection 262(1)
current assetssection 262(1)
F28. . .”F28. . .
fellow subsidiary undertakingsection 259(4)
[F29financial fixed assets (in Schedule 9)][F29paragraph 82 of Part I of that Schedule]
financial yearsection 223
fixed assetssection 262(1)
[F30general business” (in Schedule 9A)paragraph 81 of Part I of that Schedule]
groupsection 262(1)
[F31group accountsSection 227(1)]
group undertakingsection 259(5)
[F32historical cost accounting rules]
[F32- in Schedule 4][F32paragraph 29 of that Schedule]
[F33—in Schedule 8paragraph 29 of that Schedule]
[F32-in Schedule 9][F32paragraph 39 of Part I of that Schedule]
[F34—in Schedule 9Aparagraph 20(1) of Part I of that Schedule]
[F35IAS accountsSection 262(1)]
[F36 IAS group accountsSection 227(2) and (3)]
[F37IAS individual accountsSection 226(2)]
[F38IAS RegulationSection 262(1)]
included in the consolidation and related expressionssection 262(1)
individual accountssection 262(1)
insurance group[F24section 255A(5)]
[F39international accounting standardsSection 262(1)]
land of freehold tenure and land of leasehold tenure (in relation to Scotland)— in Schedule 4paragraph 93 of that Schedule
[F40-in Schedule 9][F40paragraph 86 of Part I of that Schedule]
[F41—inSchedule 9Aparagraph 85 of Part I of that Schedule]
lease, long lease and short lease— in Schedule 4paragraph 83 of that Schedule
[F40- in Schedule 9][F40paragraph 82 of Part I of that Schedule]
[F42—inSchedule 9Aparagraph 81 of Part I of that Schedule]
listed investment—in Schedule 4paragraph 84 of that Schedule
[F43—in Schedule 8paragraph 54 of that Schedule]
[F44—in Schedule 9Aparagraph 81 of Part I of that Schedule]
[F29listed security (in Schedule 9)][F29paragraph 82 of Part I of that Schedule]
[F30long term business” (in Schedule 9A)paragraph 81 of Part I of that Schedule]
[F30long term fund” (in Schedule 9A)paragraph 81 of Part I of that Schedule]
notes to the accountssection 261(1)
parent undertaking (and parent company)section 258 and Schedule 10A
participating interestsection 260
[F45pension costs—in Schedule 4F45paragraph 94(2) of that Schedule]
[F45—in Schedule 8F45paragraph 59(2) of that Schedule]
[F45—in Schedule 9F45paragraph 87(b) of Part I of that Schedule]
[F45—in Schedule 9AF45paragraph 86(b) of Part I of that Schedule]
period allowed for laying and delivering accounts and reportssection 244
[F30policy holder” (in Schedule 9A)paragraph 81 of Part I of that Schedule]
profit and loss account(includes notes)section 261(2)
[F46(in relation to IAS accounts)Section 262(1)]
(in relation to a company not trading for profit)section 262(2)
[F30provision for unexpired risks” (in Schedule 9A)paragraph 81 of Part I of that Schedule]
provision—in Schedule 4paragraphs 88 and 89 of that Schedule
[F47“—in Schedule 8paragraphs 57 and 58 of that Schedule]
[F40- in Schedule 9][F40paragraph 85 of Part I of that Schedule]
[F48—in Schedule 9Aparagraph 84 of Part I of that Schedule]
purchase pricesection 262(1)
qualifiedsection 262(1)
[F49quoted companysection 262(1)]
realised losses and realised profitssection 262(3)
[F29repayable on demand (in Schedule 9)][F29paragraph 82 of Part I of that Schedule]
[F50reporting accountantsection 249C(1)]
reserve (in [F51Schedule 9A])paragraph 32 of that Schedule
[F29saleand option to resell transaction (in Schedule 9)][F29paragraph 82 of Part I of that Schedule]
[F29sale and repurchase transaction (in Schedule 9)][F29paragraph 82 of Part I of that Schedule]
sharessection 259(2)
[F32social security costs]
[F32-in Schedule 4][F32paragraph 94(1) and (3) of that Schedule]
[F52—in Schedule 8paragraph 59(1) and (3) of that Schedule]
[F32- in Schedule 9][F32paragraph 87(a) and (c) of Part I of that Schedule]
[F53—in Schedule 9Aparagraph 86(a) and (c) of Part I of that Schedule]
special provisions for banking and insurance companies and groupssections 255 and 255A
subsidiary undertakingsection 258 and Schedule 10A
[F30the 1982 Act” (in Schedule 9A)paragraph 81 of Part I of that Schedule]
[F54true and fair viewSection 262(2A)]
turnoversection 262(1)
undertaking and related expressionssection 259(1) to (3)]

Textual Amendments

F20New ss. 259–262A inserted (subject to the saving and transitional provisions in S.I. 1990/355, arts. 6–9, Sch. 2) by Companies Act 1989 (c. 40, SIF 27), ss. 1, 22, 213(2) as part of the text inserted in place of ss. 221–262 (as mentioned in s. 1(a) of the 1989 Act)

F21S. 262A: entry inserted (22.12.2000) by S.I. 2000/3373, art. 16(2)

F23Entries in s. 262A repealed (11.2.1994) by S.I. 1994/233, reg. 4(2) (with reg. 7)

F24References in s. 262A substituted (2.12.1991) by S.I. 1991/2705, regs. 6, 9, Sch. 2 para. 3(a).

F25Entry in s. 262A inserted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 21(2)

F26Entry in s. 262A inserted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 21(2)

F27Entry in s. 262A inserted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 21(2)

F28Entry in s. 262A repealed (20.10.1997) by S.I. 1997/2306, reg. 4(4)

F29S. 262A: entries inserted (2.12.1991) by S.I. 1991/2705, regs. 6, 9, Sch. 2 para. 3(c).

F30Entries in s. 262A inserted (19.12.1993) by S.I. 1993/3246, regs. 5(1), 6, 7, Sch. 2 para. 5(a)

F31Entry in s. 262A inserted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 21(2)

F32S. 262A: entries substituted (2.12.1991) by S.I. 1991/2705, regs. 6, 9, Sch. 2 para. 3(d).

F33S. 262A: words in entry relating to "historical cost accounting rules" inserted (1.3.1997) by S.I. 1997/220, reg. 7(6)(a)

F34Entry in s. 262A inserted (19.12.1993) by S.I. 1993/3246, regs. 5(1), 6, 7, Sch. 2 para. 5(b)

F35Entry in s. 262A inserted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 21(2)

F36Entry in s. 262A inserted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 21(2)

F37Entry in s. 262A inserted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 21(2)

F38Entry in s. 262A inserted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 21(2)

F39Entry in s. 262A inserted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 21(2)

F40Words in s. 262A inserted (2.12.1991) by S.I. 1991/2705, regs. 6, 9, Sch. 2 para. 3(e).

F41Entry in s. 262A substituted (19.12.1993) by virtue of S.I. 1993/3246, regs. 5(1), 6, 7, Sch. 2 para. 5(c)

F42Entry in s. 262A substituted (19.12.1993) by virtue of S.I. 1993/3246, regs. 5(1), 6, 7, Sch. 2 para. 5(d)

F43S. 262A: words in entry relating to "listed investment" inserted (1.3.1997) by S.I. 1997/220, reg. 7(6)(b)

F44Entry in s. 262A substituted (19.12.1993) by virtue of S.I. 1993/3246, regs. 5(1), 6, 7, Sch. 2 para. 5(e)

F45S. 262A: entry substituted (1.3.1997) by S.I. 1997/220, reg. 7(6)(c)

F46Entry in s. 262A inserted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 21(3)

F47S. 262A: words in entry relating to "provision" inserted (1.3.1997) by S.I. 1997/220, reg. 7(6)(d)

F48Entry in s. 262A substituted (19.12.1993) by virtue of S.I. 1993/3246, regs. 5(1), 6, 7, Sch. 2 para. 5(g)

F50Entry in s. 262A inserted (11.8.1994) by S.I. 1994/1935, reg. 4, Sch. 1 Pt. I para. 3

F51Words in s. 262A substituted (2.12.1991) by S.I. 1991/2705, regs. 6, 9, Sch. 2 para. 3(b).

F52S. 262A: words in entry relating to "social security costs" inserted (1.3.1997) by S.I. 1997/220, reg. 7(6)(e)

F53Entry in s. 262A inserted (19.12.1993) by S.I. 1993/3246, regs. 5(1), 6, 7, Sch. 2 para. 5(h)

F54Entry in s. 262A substituted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 21(4)

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