Companies Act 2006

465 Companies qualifying as medium-sized: general U.K.

(1) A company qualifies as medium-sized in relation to its first financial year if the qualifying conditions are met in that year.

(2) A company qualifies as medium-sized in relation to a subsequent financial year—

(a) if the qualifying conditions are met in that year and the preceding financial year;

(b) if the qualifying conditions are met in that year and the company qualified as medium-sized in relation to the preceding financial year;

(c) if the qualifying conditions were met in the preceding financial year and the company qualified as medium-sized in relation to that year.

(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	[F1 Not more than £54 million]
2. Balance sheet total	[F2 Not more than £27 million]
3. Number of employees	Not more than 250

(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 466 (companies qualifying as medium-sized: parent companies).

Textual Amendments

F1 Words in s. 465(3) table substituted (6.4.2025) by The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 10(1)(a) (with regs. 2(2), 3)

F2 Words in s. 465(3) table substituted (6.4.2025) by The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (S.I. 2024/1303), regs. 1(2), 10(1)(b) (with regs. 2(2), 3)

Modifications etc. (not altering text)

C1 Ss. 418-469 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 10 (with reg. 7, Sch. 2) (and the said Sch. 1 para. 10 is amended (with application in accordance with reg. 1(3) of the amending S.I.) by The Unregistered Companies (Amendment) Regulations 2013 (S.I. 2013/1972), regs. 1(2), 2(2)(a))

C2 Ss. 465-467 applied (with modifications) (1.10.2008) by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (S.I. 2008/1911), reg. 26 (as amended: (with effect in accordance with reg. 1(2) of the amending S.I.) by S.I. 2013/2005, regs. 1(1), 3(3) (with reg. 1(5)(6)); (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by S.I. 2016/575, regs. 2(1), 17; (E.W.S.) (1.10.2018) by S.I. 2018/1030, regs. 1(2), 31(3); (31.12.2020) by S.I. 2019/685, reg. 1(2), Sch. 1 para. 58(5) (with reg. 1(3)-(8), Sch. 1 para. 65) (as amended by S.I. 2020/335, regs. 1, 3, 4; S.I. 2020/523, regs. 1(2), 22, 25(c); 2020 c. 1, Sch. 5 para. 1(1)); (31.12.2020 with effect in relation to financial years beginning on or after IP completion day) by S.I. 2019/145, regs. 1(2)(b), 2, Sch. 3 para. 19 (with reg. 7(2)) (as amended by S.I. 2020/523, regs. 1(2), 10, 11; 2020 c. 1, Sch. 5 para. 1(1)); (N.I.) (6.4.2022) by S.R. 2022/121, regs. 1, 31(3); (N.I.) (3.10.2022) by S.R. 2022/234, regs. 1, 31(3); (N.I.) (1.4.2023) by S.R. 2023/59, regs. 1, 31(3); (N.I.) (29.9.2023) by S.R. 2023/148, regs. 1, 31(3)(a)(b); (N.I.) (27.3.2024) by The Occupational Pension Schemes (Master Trusts) Regulations (Northern Ireland) 2024 (S.R. 2024/78), regs. 1, 31(3)); and (6.4.2025) by S.I. 2024/1303, regs. 1(2), 2(2), 11(5)(6))