- Latest available (Revised)
- Point in Time (01/10/2007)
- Original (As enacted)
Version Superseded: 01/11/2007
Point in time view as at 01/10/2007. There are multiple versions of this provision on screen. These apply to different geographical extents. This version of this provision has been superseded.
You are viewing this legislation item as it stood at a particular point in time. status_warning_revised_p22i Sometimes the text of a provision is changed, but the change(s) only apply to a particular geographical area. In some limited cases where this happens, the editorial team create a version for each different geographical area. Multiple versions are only created in this way where the change in question is a substitution so that there are different versions of the text for the different extents. A later version of this provision including subsequent changes and effects supersedes these versions.
Companies Act 1985, Section 249B 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.
Changes and effects yet to be applied by the editorial team are only applicable when viewing the latest version or prospective version of legislation. They are therefore not accessible when viewing legislation as at a specific point in time. To view the ‘Changes to Legislation’ information for this provision return to the latest version view using the options provided in the ‘What Version’ box above.
(1)[F3Subject to [F4subsections (1A) to (1C)],] a company is not entitled to the exemption conferred by subsection (1) or (2) of section 249A in respect of a financial year if at any time within that year—
(a)it was a public company,
[F5(b)it was an authorised insurance company, a banking company, an e-money issuer, an ISD investment firm or a UCITS management company,]
[F6(bb)it carried on an insurance market activity,]
(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(d)F7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(e)it was a special register body as defined in section 117(1) of the Trade Union and Labour Relations (Consolidation) Act 1992 or an employers’ association as defined in section 122 of that Act, or
(f)it was a parent company or a subsidiary undertaking.
[F8(1A)A company which, apart from this subsection, would fall within subsection (1)(f) by virtue of its being a subsidiary undertaking for any period within a financial year shall not be treated as so falling if it is dormant (within the meaning of [F9section 249AA]) throughout that period.]
[F10(1B)A company which, apart from this subsection, would fall within subsection (1)(f) by virtue of its being a parent company or a subsidiary undertaking for any period within a financial year, shall not be treated as so falling if throughout that period it was a member of a group meeting the conditions set out in subsection (1C).
(1C)The conditions referred to in subsection (1B) are—
(a)that the group qualifies as a small group, in relation to the financial year within which the period falls, for the purposes of section 249 [F11(or if all bodies corporate in such group were companies, would so qualify)] and is not, and was not at any time within that year, an ineligible group within the meaning of section 248(2),
(b)that the group’s aggregate turnover in that year (calculated in accordance with section 249) is [F12, where the company referred to in subsection (1B) is a charity, not more than [F13£700,000 net (or £840,000 gross)][F14or, where the company so referred to is not a charity] , [F15not more than £5.6 million net (or £6.72 million gross)]], and
(c)that the group’s aggregate balance sheet total for that year (calculated in accordance with section 249) is [F16not more than £2.8 million net (or £3.36 million gross)] ).]
(2)Any member or members holding not less in the aggregate than 10 per cent in nominal value of the company’s issued share capital or any class of it or, if the company does not have a share capital, not less than 10 per cent in number of the members of the company, may, by notice in writing deposited at the registered office of the company during a financial year but not later than one month before the end of that year, require the company to obtain an audit of its accounts for that year.
(3)Where a notice has been deposited under subsection (2), the company is not entitled to the exemption conferred by subsection (1) or (2) of section 249A [F17or by subsection (1) of section 249AA] in respect of the financial year to which the notice relates.
(4)A company is not entitled to the exemption conferred by subsection (1) or (2) of section 249A [F18or by subsection (1) of section 249AA] unless its balance sheet contains a statement by the directors—
(a)[F19 to the effect]that for the year in question the company was entitled to exemption under subsection (1) or (2) F20. . . of section 249A [F21or subsection (1) of section 249AA],
[F22(b)to the effect that members have not required the company to obtain an audit of its accounts for the year in question in accordance with subsection (2) of this section]
(c)[F19 to the effect]that the directors acknowledge their responsibilities for—
(i)ensuring that the company keeps accounting records which comply with section 221, and
(ii)preparing accounts which give a true and fair view of the state of affairs of the company as at the end of the financial year and of its profit or loss for the financial year in accordance with the requirements of section 226, and which otherwise comply with the requirements of this Act relating to accounts, so far as applicable to the company.
(5)The statement required by subsection (4) shall appear in the balance sheet [F23above the signature required by section 233] required by section 233 or, as the case may be, above any statement required by section 246(1A) or by paragraph 23 of Schedule 8.
Extent Information
E1This version of this provision extends to England and Wales only; a separate version has been created for Scotland only
Textual Amendments
F2Ss. 249A-249E and preceding cross-heading inserted (11.8.1994) by S.I. 1994/1935, reg. 2
F3Words in s. 249B(1) inserted (2.2.1996) by S.I. 1996/189, reg. 10(2)
F4Words in s. 249B(1) substituted (15.4.1997) by S.I. 1997/936, reg. 3(2)
F5S. 249B(1)(b) substituted (8.11.2006 with application as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (Small Companies' Accounts and Audit) Regulations 2006 (S.I. 2006/2782), reg. 5(2)
F6S. 249B(1)(bb) inserted (1.12.2001) by S.I. 2001/3649, arts. 1, 14(1)(3)
F7S. 249B(1)(d) omitted (8.11.2006 with application as mentioned in reg. 1(2) of the amending S.I.) by virtue of The Companies Act 1985 (Small Companies' Accounts and Audit) Regulations 2006 (S.I. 2006/2782), reg. 5(3)
F8S. 249B(1A) inserted (2.2.1996) by S.I. 1996/189, reg. 10(3)
F9Words in s. 249B(1A) substituted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by S.I. 2000/1430, arts. 1(2), 4(1)(2)
F10S. 249B(1C)(1D) inserted (15.4.1997) by S.I. 1997/936, reg. 3(3)
F11Words in s. 249B(1C)(a) inserted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by S.I. 2000/1430, arts. 1(2), 4(1)(3)(a)
F12Words in s. 249B(1C)(b) inserted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by S.I. 2000/1430, arts. 1(2), 4(1)(3)(b)(i)
F13Words in s. 249B(1C)(b) substituted (E.W.) (27.2.2007 with application as mentioned in Sch. 10 para. 9) by Charities Act 2006 (c. 50), ss. 32(2), 79; S.I. 2007/309, art. 2, Sch. (subject to arts. 4-13)
F14Words in s. 249B(1C)(b) inserted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by S.I. 2000/1430, arts. 1(2), 4(1)(3)(b)(ii)
F15Words in s. 249B(1C)(b) substituted (30.1.2004) by The Companies Act 1985 (Accounts of Small and Medium-Sized Enterprises and Audit Exemption) (Amendment) Regulations 2004 (S.I. 2004/16), reg. 5(2)
F16Words in s. 249B(1C)(c) substituted (30.1.2004) by The Companies Act 1985 (Accounts of Small and Medium-Sized Enterprises and Audit Exemption) (Amendment) Regulations 2004 (S.I. 2004/16), reg. 5(3)
F17Words in s. 249B(3) inserted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by S.I. 2000/1430, arts. 1(2), 4(1)(4)
F18Words in s. 249B(4) inserted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by S.I. 2000/1430, arts. 1(2), 4(1)(5)(a)
F19Words in s. 249B(4)(a)-(c) inserted (2.2.1996) by S.I. 1996/189, reg. 10(4)
F20Words in s. 249B(4)(a) omitted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by virtue of S.I. 2000/1430, arts. 1(2), 4(1)(5)(b)
F21Words in s. 249B(4)(a) inserted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by S.I. 2000/1430, arts. 1(2), 4(1)(5)(b)
F22S. 249B(4)(b) substituted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by S.I. 2000/1430, arts. 1(2), 4(1)(5)(c)
F23Words in s. 249B(5) substituted (2.2.1996) by S.I. 1996/189, reg. 10(5)
(1)[F3Subject to [F4subsections (1A) to (1C)],]A company is not entitled to the exemption conferred by subsection (1) or (2) of section 249A in respect of a financial year if at any time within that year—
(a)it was a public company,
[F5(b)it was an authorised insurance company, a banking company, an e-money issuer, an ISD investment firm or a UCITS management company,]
[F6(bb)it carried on an insurance market activity,]
F24(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(d)F7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(e)it was a special register body as defined in section 117(1) of the Trade Union and Labour Relations (Consolidation) Act 1992 or an employers’ association as defined in section 122 of that Act, or
(f)it was a parent company or a subsidiary undertaking.
[F8(1A)A company which, apart from this subsection, would fall within subsection (1)(f) by virtue of its being a subsidiary undertaking for any period within a financial year shall not be treated as so falling if it is dormant (within the meaning of [F9section 249AA]) throughout that period.]
[F10(1B)A company which, apart from this subsection, would fall within subsection (1)(f) by virtue of its being a parent company or a subsidiary undertaking for any period within a financial year, shall not be treated as so falling if throughout that period it was a member of a group meeting the conditions set out in subsection (1C).
(1C)The conditions referred to in subsection (1B) are—
(a)that the group qualifies as a small group, in relation to the financial year within which the period falls, for the purposes of section 249 [F11(or if all bodies corporate in such group were companies, would so qualify)] and is not, and was not at any time within that year, an ineligible group within the meaning of section 248(2),
(b)that the group’s aggregate turnover in that year (calculated in accordance with section 249) is [F12, where the company referred to in subsection (1B) is a charity,] not more than £350,000 net (or £420,000 gross) [F14or, where the company so referred to is not a charity, [F15not more than £5.6 million net (or £6.72 million gross)]], and
(c)that the group’s aggregate balance sheet total for that year (calculated in accordance with section 249) is [F16not more than £2.8 million net (or £3.36 million gross)] ).]
(2)Any member or members holding not less in the aggregate than 10 per cent in nominal value of the company’s issued share capital or any class of it or, if the company does not have a share capital, not less than 10 per cent in number of the members of the company, may, by notice in writing deposited at the registered office of the company during a financial year but not later than one month before the end of that year, require the company to obtain an audit of its accounts for that year
(3)Where a notice has been deposited under subsection (2), the company is not entitled to the exemption conferred by subsection (1) or (2) of section 249A [F17or by subsection (1) of section 249AA] in respect of the financial year to which the notice relates
(4)A company is not entitled to the exemption conferred by subsection (1) or (2) of section 249A [F18or by subsection (1) of section 249AA] unless its balance sheet contains a statement by the directors—
(a)[F19to the effect]that for the year in question the company was entitled to exemption under subsection (1) or (2) F20. . . of section 249A [F21or subsection (1) of section 249AA],
[F22(b)to the effect that members have not required the company to obtain an audit of its accounts for the year in question in accordance with subsection (2) of this section]
(c)[F19to the effect]that the directors acknowledge their responsibilities for—
(i)ensuring that the company keeps accounting records which comply with section 221, and
(ii)preparing accounts which give a true and fair view of the state of affairs of the company as at the end of the financial year and of its profit or loss for the financial year in accordance with the requirements of section 226, and which otherwise comply with the requirements of this Act relating to accounts, so far as applicable to the company.
(5)The statement required by subsection (4) shall appear in the balance sheet [F23above the signature required by section 233] required by section 233 or, as the case may be, above any statement required by section 246(1A) or by paragraph 23 of Schedule 8.
Extent Information
E1This version of this provision extends to England and Wales only; a separate version has been created for Scotland only
Textual Amendments
F2Ss. 249A-249E and preceding cross-heading inserted (11.8.1994) by S.I. 1994/1935, reg. 2
F3Words in s. 249B(1) inserted (2.2.1996) by S.I. 1996/189, reg. 10(2)
F4Words in s. 249B(1) substituted (15.4.1997) by S.I. 1997/936, reg. 3(2)
F5S. 249B(1)(b) substituted (8.11.2006 with application as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (Small Companies' Accounts and Audit) Regulations 2006 (S.I. 2006/2782), reg. 5(2)
F6S. 249B(1)(bb) inserted (1.12.2001) by S.I. 2001/3649, arts. 1, 14(1)(3)
F7S. 249B(1)(d) omitted (8.11.2006 with application as mentioned in reg. 1(2) of the amending S.I.) by virtue of The Companies Act 1985 (Small Companies' Accounts and Audit) Regulations 2006 (S.I. 2006/2782), reg. 5(3)
F8S. 249B(1A) inserted (2.2.1996) by S.I. 1996/189, reg. 10(3)
F9Words in s. 249B(1A) substituted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by S.I. 2000/1430, arts. 1(2), 4(1)(2)
F10S. 249B(1C)(1D) inserted (15.4.1997) by S.I. 1997/936, reg. 3(3)
F11Words in s. 249B(1C)(a) inserted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by S.I. 2000/1430, arts. 1(2), 4(1)(3)(a)
F12Words in s. 249B(1C)(b) inserted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by S.I. 2000/1430, arts. 1(2), 4(1)(3)(b)(i)
F14Words in s. 249B(1C)(b) inserted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by S.I. 2000/1430, arts. 1(2), 4(1)(3)(b)(ii)
F15Words in s. 249B(1C)(b) substituted (30.1.2004) by The Companies Act 1985 (Accounts of Small and Medium-Sized Enterprises and Audit Exemption) (Amendment) Regulations 2004 (S.I. 2004/16), reg. 5(2)
F16Words in s. 249B(1C)(c) substituted (30.1.2004) by The Companies Act 1985 (Accounts of Small and Medium-Sized Enterprises and Audit Exemption) (Amendment) Regulations 2004 (S.I. 2004/16), reg. 5(3)
F17Words in s. 249B(3) inserted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by S.I. 2000/1430, arts. 1(2), 4(1)(4)
F18Words in s. 249B(4) inserted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by S.I. 2000/1430, arts. 1(2), 4(1)(5)(a)
F19Words in s. 249B(4)(a)-(c) inserted (2.2.1996) by S.I. 1996/189, reg. 10(4)
F20Words in s. 249B(4)(a) omitted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by virtue of S.I. 2000/1430, arts. 1(2), 4(1)(5)(b)
F21Words in s. 249B(4)(a) inserted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by S.I. 2000/1430, arts. 1(2), 4(1)(5)(b)
F22S. 249B(4)(b) substituted (26.5.2000 with application as mentioned in art. 1(2) of the amending S.I.) by S.I. 2000/1430, arts. 1(2), 4(1)(5)(c)
F23Words in s. 249B(5) substituted (2.2.1996) by S.I. 1996/189, reg. 10(5)
F24S. 249B(1)(c) omitted (30.4.2001) by virtue of S.I. 2001/1283, art. 3(3)(a)
The Whole Act you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
The Whole Act you have selected contains over 200 provisions and might take some time to download.
Would you like to continue?
The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download.
Would you like to continue?
The Whole Act you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
The Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
Latest Available (revised):The latest available updated version of the legislation incorporating changes made by subsequent legislation and applied by our editorial team. Changes we have not yet applied to the text, can be found in the ‘Changes to Legislation’ area.
Original (As Enacted or Made): The original version of the legislation as it stood when it was enacted or made. No changes have been applied to the text.
Point in Time: This becomes available after navigating to view revised legislation as it stood at a certain point in time via Advanced Features > Show Timeline of Changes or via a point in time advanced search.
Geographical Extent: Indicates the geographical area that this provision applies to. For further information see ‘Frequently Asked Questions’.
Show Timeline of Changes: See how this legislation has or could change over time. Turning this feature on will show extra navigation options to go to these specific points in time. Return to the latest available version by using the controls above in the What Version box.
Access essential accompanying documents and information for this legislation item from this tab. Dependent on the legislation item being viewed this may include:
This timeline shows the different points in time where a change occurred. The dates will coincide with the earliest date on which the change (e.g an insertion, a repeal or a substitution) that was applied came into force. The first date in the timeline will usually be the earliest date when the provision came into force. In some cases the first date is 01/02/1991 (or for Northern Ireland legislation 01/01/2006). This date is our basedate. No versions before this date are available. For further information see the Editorial Practice Guide and Glossary under Help.
Use this menu to access essential accompanying documents and information for this legislation item. Dependent on the legislation item being viewed this may include:
Click 'View More' or select 'More Resources' tab for additional information including: