- Latest available (Revised)
- Point in Time (28/02/1994)
- Original (As enacted)
Version Superseded: 06/04/2008
Point in time view as at 28/02/1994. This version of this provision has been superseded.
You are viewing this legislation item as it stood at a particular point in time. A later version of this or provision, including subsequent changes and effects, supersedes this version.
Note the term provision is used to describe a definable element in a piece of legislation that has legislative effect – such as a Part, Chapter or section.
There are currently no known outstanding effects for the Companies Act 1989, Section 22.
Revised legislation carried on this site may not be fully up to date. At the current time any known changes or effects made by subsequent legislation have been applied to the text of the legislation you are viewing by the editorial team. Please see ‘Frequently Asked Questions’ for details regarding the timescales for which new effects are identified and recorded on this site.
The following sections are inserted in Part VII of the M1Companies Act 1985—
(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 allotted 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.
(1)In this Part a “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)For the purposes of this section as it applies in relation to the expression “participating interest” in section 258(4) (definition of “subsidiary undertaking”)—
(a)there shall be attributed to an undertaking any interests held by any of its subsidiary undertakings, and
(b)the references in subsection (1) to the purpose and activities of an undertaking include the purposes and activities of any of its subsidiary undertakings and of the group as a whole.
(6)In the balance sheet and profit and loss formats set out in Part I of Schedule 4, “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).
(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, and required or allowed by any such provision to be given in a note to company accounts.
(1)In this Part—
“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;
“credit institution” means an undertaking carrying on a deposit-taking business within the meaning of the Banking Act 1987;
“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;
“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;
“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;
“true and fair view” refers—
(a)in the case of individual accounts, to the requirement of section 226(2), and
(b)in the case of group accounts, to the requirement of section 227(3);
“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—
trade discounts,
value added tax, and
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.
(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.
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 period | section 224 |
accounting standards and applicable accounting standards | section 256 |
annual accounts | |
(generally) | section 262(1) |
(includes notes to the accounts) | section 262(2) |
annual report | section 262(1) |
associated undertaking (in Schedule 4A) | paragraph 20 of that Schedule |
balance sheet (includes notes) | section 261(2) |
balance sheet date | section 262(1) |
banking group | section 255A(3) |
capitalisation (in relation to work or costs) | section 262(1) |
credit institution | section 262(1) |
current assets | section 262(1) |
fellow subsidiary undertaking | section 259(4) |
financial year | section 223 |
fixed assets | section 262(1) |
group | section 262(1) |
group undertaking | section 259(5) |
historical cost accounting rules (in Schedule 4) | paragraph 29 of that Schedule |
included in the consolidation and related expressions | section 262(1) |
individual accounts | section 262(1) |
insurance group | section 255A(4) |
land of freehold tenure and land of leasehold tenure (in relation to Scotland) | |
—in Schedule 4 | paragraph 36 of that Schedule |
—in Schedule 9 | paragraph 93 of that Schedule |
lease, long lease and short lease | |
—in Schedule 4 | paragraph 83 of that Schedule |
—in Schedule 9 | paragraph 34 of that Schedule |
listed investment | |
—in Schedule 4 | paragraph 84 of that Schedule |
—in Schedule 9 | paragraph 33 of that Schedule |
notes to the accounts | section 261(1) |
parent undertaking (and parent company) | section 258 and Schedule 10A |
participating interest | section 260 |
pension costs (in Schedule 4) | paragraph 94(2) and (3) of that Schedule |
period allowed for laying and delivering accounts and reports | section 244 |
profit and loss account | |
(includes notes) | section 261(2) |
(in relation to a company not | section 261(2) |
trading for profit) | |
provision | |
—in Schedule 4 | paragraphs 88 and 89 of that Schedule |
—in Schedule 9 | paragraph 32 of that Schedule |
purchase price | section 262(1) |
qualified | section 262(1) |
realised losses and realised profits | section 262(3) |
reserve (in Schedule 9) | paragraph 32 of that Schedule |
shares | section 259(2) |
social security costs (in Schedule 4) | paragraph 94(1) and (3) of that Schedule |
special provisions for banking and insurance companies and groups | sections 255 and 255A |
subsidiary undertaking | section 258 and Schedule 10A |
true and fair view | section 262(1) |
turnover | section 262(1) |
undertaking and related expressions | section 259(1) to (3)”. |
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: