2008 No. 409

COMPANIES

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

Made19th February 2008

Coming into force6th April 2008

The Secretary of State makes the following Regulations in exercise of the powers conferred by sections 396(3), 404(3), 409(1) to (3), 412(1) to (3), 416(4), 444(3)(a) and (b), 677(3)(a), 712(2)(b)(i), 836(1)(b)(i) and 1292(1)(a) and (c) of the Companies Act 2006 M1.

In accordance with sections 473(3) and 1290 of the Companies Act 2006 a draft of this instrument was laid before Parliament and approved by a resolution of each House of Parliament.

Annotations:

Marginal Citations

2006 c.46.

PART 1INTRODUCTION

Citation and interpretation1

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 application2

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 M2).

PART 2FORM AND CONTENT OF INDIVIDUAL ACCOUNTS

Companies Act individual accountsC73

1

F20Subject 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.

F191A

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.

F772

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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 M3.

Information about related undertakings (Companies Act or IAS individual accounts)F784

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Information about directors' benefits: remuneration (Companies Act or IAS individual accounts)F795

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F8Companies Act individual accounts: micro-entities – notes to the accounts5A

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.

Accounts for delivery to registrar of companies (Companies Act individual accounts)F806

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART 3DIRECTORS' REPORT

Directors' report7

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 4FORM AND CONTENT OF GROUP ACCOUNTS

Companies Act group accountsC88

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 F81...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.

Information about directors' benefits: remuneration (Companies Act or IAS group accounts)F829

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Information about related undertakings (Companies Act or IAS group accounts)C910

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.

Accounts for delivery to registrar of companies (Companies Act group accounts)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—

F83a

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

b

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

PART 5INTERPRETATION

Definition of “provisions”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, F4...

c

section 836(1)(b)(i) (Companies Act accounts: relevant provisions for distribution purposes) in Part 23 of that Act F3, and

d

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

General interpretationC1013

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

Gareth ThomasParliamentary Under Secretary of State for Trade and Consumer Affairs,Department for Business, Enterprise and Regulatory Reform

C13SCHEDULE 1COMPANIES ACT INDIVIDUAL ACCOUNTS

Regulation 3(1)

Annotations:

Modifications etc. (not altering text)

C13

Sch. 1 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(2), Sch. 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), 34-41)

PART 1GENERAL RULES AND FORMATS

SECTION AGENERAL RULES

1

Subject to the following provisions of this Schedule—

a

every balance sheet of a company must show the items listed in either of the balance sheet formats in Section B of this Part, and

b

every profit and loss account must show the items listed in F28either of the profit and loss account formats in Section B.

F91A

But, subject to the following provisions of this Schedule, in relation to a company which qualifies as a micro-entity in relation to a financial year (see sections 384A and 384B of the 2006 Act)—

a

the only items which must be shown on the company's balance sheet for that year are those listed in either of the balance sheet formats in Section C of this Part, and

b

the only items which must be shown on the company's profit and loss account for that year are those listed in the profit and loss account format in Section C.

2

References in this Schedule to the items listed in any of the formats in Section B F10and Section C are to those items read together with any of the notes following the formats which apply to those items.

3

F122Subject to paragraph 1A The items must be shown in the order and under the headings and sub-headings given in the particular format used, but—

a

the notes to the formats may permit alternative positions for any particular items, and

b

the heading or sub-heading for any item does not have to be distinguished by any letter or number assigned to that item in the format used.

F261A

1

Where appropriate to the circumstances of a company's business, the company's directors may, with reference to one of the formats in Section B, draw up an abridged balance sheet showing only those items in that format preceded by letters and roman numerals, provided that—

a

in the case of format 1, note (5) of the notes to the formats is complied with,

b

in the case of format 2, notes (5) and (10) of those notes are complied with, and

c

all of the members of the company have consented to the drawing up of the abridged balance sheet.

2

Where appropriate to the circumstances of a company's business, the company's directors may, with reference to one of the formats in Section B, draw up an abridged profit and loss account, combining under one item called “Gross profit or loss”—

a

items 1, 2, 3 and 6 in the case of format 1, and

b

items 1 to 5 in the case of format 2

provided that, in either case, all of the members of the company have consented to the drawing up of the abridged profit and loss account.

3

Such consent as is referred to in sub-paragraphs (1) and (2) may only be given as regards the preparation of, as appropriate, the balance sheet or profit and loss account in respect of the preceding financial year.

4

Sub-paragraphs (1) and (2) do not apply in relation to the preparation of, as appropriate, a company's balance sheet or profit and loss account for a particular financial year if the company was a charity at any time within that year.

1B

1

The company's directors may adapt one of the balance sheet formats in Section B so to distinguish between current and non-current items in a different way, provided that—

a

the information given is at least equivalent to that which would have been required by the use of such format had it not been thus adapted, and

b

the presentation of those items is in accordance with generally accepted accounting principles or practice.

2

The company's directors may, otherwise than pursuant to paragraph 1A(2), adapt one of the profit and loss account formats in Section B, provided that—

a

the information given is at least equivalent to that which would have been required by the use of such format had it not been thus adapted, and

b

the presentation is in accordance with generally accepted accounting principles or practice.

1C

So far as is practicable, the following provisions of Section A of this Part of this Schedule apply to the balance sheet or profit or loss account of a company notwithstanding any such abridgment or adaptation pursuant to paragraph 1A or 1B.

2

1

Where in accordance with F11 paragraph 1(1) a company's balance sheet or profit and loss account for any financial year has been prepared by reference to one of the formats in Section B, the company's directors must use the same format in preparing Companies Act individual accounts for subsequent financial years, unless in their opinion there are special reasons for a change.

2

Particulars of any such change must be given in a note to the accounts in which the new format is first used, and the reasons for the change must be explained.

F122A

Where in accordance with paragraph 1(1A) a company's balance sheet or profit and loss account for any financial year has been prepared by reference to one of the formats in Section C, the company's directors must use the same format in preparing Companies Act individual accounts for subsequent financial years, unless in their opinion there are special reasons for a change.

3

1

F29Subject to paragraph 1A any item required to be shown in a company's balance sheet or profit and loss account may be shown in greater detail than required by the particular format used.

C12

The balance sheet or profit and loss account may include an item representing or covering the amount of any asset or liability, income or expenditure not otherwise covered by any of the items listed in the format used, save that none of the following may be treated as assets in any balance sheet—

a

preliminary expenses,

b

expenses of, and commission on, any issue of shares or debentures,

c

costs of research.

4

1

Where the special nature of the company's business requires it, the company's directors must adapt the arrangement, headings and sub-headings otherwise required in respect of items given an Arabic number in the balance sheet or profit and loss account format used.

2

The directors may combine items to which Arabic numbers are given in any of the formats set out in Section B if—

a

their individual amounts are not material to assessing the state of affairs or profit or loss of the company for the financial year in question, or

b

the combination facilitates that assessment.

3

Where sub-paragraph (2)(b) applies, the individual amounts of any items which have been combined must be disclosed in a note to the accounts.

5

1

Subject to sub-paragraph (2), the directors must not include a heading or sub-heading corresponding to an item in the balance sheet or profit and loss account format used if there is no amount to be shown for that item for the financial year to which the balance sheet or profit and loss account relates.

2

Where an amount can be shown for the item in question for the immediately preceding financial year that amount must be shown under the heading or sub-heading required by the format for that item.

C26

Every profit and loss account F13other than one prepared by reference to the format in Section C must show the amount of a company's profit or loss F30... before taxation.

7

1

For every item shown in the balance sheet or profit and loss account the corresponding amount for the immediately preceding financial year must also be shown.

2

Where that corresponding amount is not comparable with the amount to be shown for the item in question in respect of the financial year to which the balance sheet or profit and loss account relates, the former amount may be adjusted, and particulars of the non-comparability and of any adjustment must be disclosed in a note to the accounts.

8

Amounts in respect of items representing assets or income may not be set off against amounts in respect of items representing liabilities or expenditure (as the case may be), or vice versa.

9

The company's directors must, in determining how amounts are presented within items in the profit and loss account and balance sheet, have regard to the substance of the reported transaction or arrangement, in accordance with generally accepted accounting principles or practice.

F279A

Where an asset or liability relates to more than one item in the balance sheet, the relationship of such asset or liability to the relevant items must be disclosed either under those items or in the notes to the accounts.

SECTION BF14The required formats for the accounts of companies other than micro-entities

Annotations:

Amendments (Textual)

F14

Sch. 1 Pt. 1 Section B heading substituted (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), 10(3) (with reg. 3)

F31

Words in Sch. 1 Pt. 1 Section B substituted (with effect in accordance with reg. 2(2)-(5) of the amending S.I.) by The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 (S.I. 2015/980), regs. 2(1), 16(3)(a) (with reg. 3)

Marginal Citations

A number in brackets following any item is a reference to the note of that number in the notes following the formats.

M4Balance sheet formats

Format 1

A.	Called up share capital not paid (1)

B.	Fixed assets
		I.	Intangible assets
				1.	Goodwill (2)
				2.	Other intangible assets (3)
		II.	Tangible assets
				1.	Land and buildings
				2.	Plant and machinery etc.
		III.	Investments
				1.	Shares in group undertakings and participating interests
				2.	Loans to group undertakings and undertakings in which the company has a participating interest
				3.	Other investments other than loans
				4.	Other investments (4)

C.	Current assets
		I.	Stocks
				1.	Stocks
				2.	Payments on account
		II.	Debtors (5)
				1.	Trade debtors
				2.	Amounts owed by group undertakings and undertakings in which the company has a participating interest
				3.	Other debtors (1)
		III.	Investments
				1.	Shares in group undertakings
				2.	Other investments (4)
		IV.	Cash at bank and in hand

D.	Prepayments and accrued income (6)

E.	Creditors: amounts falling due within one year
				1.	Bank loans and overdrafts
				2.	Trade creditors
				3.	Amounts owed to group undertakings and undertakings in which the company has a participating interest
				4.	Other creditors (7)

F.	Net current assets (liabilities) (8)

G.	Total assets less current liabilities

H.	Creditors: amounts falling due after more than one year
				1.	Bank loans and overdrafts
				2.	Trade creditors
				3.	Amounts owed to group undertakings and undertakings in which the company has a participating interest
				4.	Other creditors (7)

I.	Provisions for liabilities

J.	Accruals and deferred income (7)

K.	Capital and reserves
		I.	Called up share capital (9)
		II.	Share premium account
		III.	Revaluation reserve
		IV.	Other reserves
		V.	Profit and loss account

Balance sheet formats

Format 2

ASSETS

A.	Called up share capital not paid (1)

B.	Fixed assets
		I.	Intangible assets
				1.	Goodwill (2)
				2.	Other intangible assets (3)
		II.	Tangible assets
				1.	Land and buildings
				2.	Plant and machinery etc.
		III.	Investments
				1.	Shares in group undertakings and participating interests
				2.	Loans to group undertakings and undertakings in which the company has a participating interest
				3.	Other investments other than loans
				4.	Other investments (4)

C.	Current assets
		I.	Stocks
				1.	Stocks
				2.	Payments on account
		II.	Debtors (5)
				1.	Trade debtors
				2.	Amounts owed by group undertakings and undertakings in which the company has a participating interest
				3.	Other debtors (1)
		III.	Investments
				1.	Shares in group undertakings
				2.	Other investments (4)
		IV.	Cash at bank and in hand

D.	Prepayments and accrued income (6)

F31CAPITAL, RESERVES AND LIABILITIES

A.	Capital and reserves
		I.	Called up share capital (9)
		II.	Share premium account
		III.	Revaluation reserve
		IV.	Other reserves
		V.	Profit and loss account

B.	Provisions for liabilities

C.	Creditors (10)
				1.	Bank loans and overdrafts
				2.	Trade creditors
				3.	Amounts owed to group undertakings and undertakings in which the company has a participating interest
				4.	Other creditors (7)

D.	Accruals and deferred income (7)

Notes on the balance sheet formats

(1)	Called up share capital not paid

(Formats 1 and 2, items A and C.II.3.)

This item may either be shown at item A or included under item C.II.3 in Format 1 or 2.

(2)

Goodwill

(Formats 1 and 2, item B.I.1.)

Amounts representing goodwill must only be included to the extent that the goodwill was acquired for valuable consideration.

(3)	Other intangible assets

(Formats 1 and 2, item B.I.2.)

Amounts in respect of concessions, patents, licences, trade marks and similar rights and assets must only be included in a company's balance sheet under this item if either—

a

the assets were acquired for valuable consideration and are not required to be shown under goodwill, or

b

the assets in question were created by the company itself.

(4)	Others: Other investments

(Formats 1 and 2, items B.III.4 and C.III.2.)

Where amounts in respect of own shares held are included under either of these items, the nominal value of such shares must be shown separately.

(5)

Debtors

(Formats 1 and 2, items C.II.1 to 3.)

The amount falling due after more than one year must be shown separately for each item included under debtors F32and, in the case of format 2, the aggregate amount falling due after more than one year must also be shown.

(6)	Prepayments and accrued income

(Formats 1 and 2, item D.)

This item may alternatively be included under item C.II.3 in Format 1 or 2.

(7)	Other creditors

(Format 1, items E.4, H.4 and J and Format 2, items C.4 and D.)

There must be shown separately—

a

the amount of any convertible loans, and

b

the amount for creditors in respect of taxation and social security.

Payments received on account of orders must be included in so far as they are not shown as deductions from stocks.

In Format 1, accruals and deferred income may be shown under item J or included under item E.4 or H.4, or both (as the case may require). In Format 2, accruals and deferred income may be shown under item D or within item C.4 under Liabilities.

(8)	Net current assets (liabilities)

(Format 1, item F.)

In determining the amount to be shown under this item any prepayments and accrued income must be taken into account wherever shown.

(9)	Called up share capital

(Format 1, item K.I and Format 2, Liabilities item A.I.)

The amount of allotted share capital and the amount of called up share capital which has been paid up must be shown separately.

(10)

Creditors

(Format 2, Liabilities items C.1 to 4.)

Amounts falling due within one year and after one year must be shown separately for each of these items and for the aggregate of all of these items F33....

Profit and loss account formats

Format 1
(see note (14) below)

	1.	Turnover

	2.	Cost of sales (11)

	3.	Gross profit or loss

	4.	Distribution costs (11)

	5.	Administrative expenses (11)

	6.	Other operating income

	7.	Income from shares in group undertakings

	8.	Income from participating interests

	9.	Income from other fixed asset investments (12)

	10.	Other interest receivable and similar income (12)

	11.	Amounts written off investments

	12.	Interest payable and similar F34expenses (13)

	13.	Tax on profit or loss F35...

	14.	Profit or loss F36... after taxation

	15.	F25. . .

	16.	F25. . .

	17.	F25. . .

	18.	F25. . .

	19.	Other taxes not shown under the above items

	20.	Profit or loss for the financial year

Profit and loss account formats

Format 2

	1.	Turnover

	2.	Change in stocks of finished goods and in work in progress

	3.	Own work capitalised

	4.	Other operating income

	5.	(a)	Raw materials and consumables
		(b)	Other external charges

	6.	Staff costs
		(a)	wages and salaries
		(b)	social security costs
		(c)	other pension costs

	7.	(a)	Depreciation and other amounts written off tangible and intangible fixed assets
		(b)	F37Amounts written off current assets, to the extent that they exceed write-offs which are normal in the undertaking concerned

	8.	Other operating F39expenses

	9.	Income from shares in group undertakings

	10.	Income from participating interests

	11.	Income from other fixed asset investments (12)

	12.	Other interest receivable and similar income (12)

	13.	Amounts written off investments

	14.	Interest payable and similar F40expenses(13)

	15.	Tax on profit or loss F41...

	16.	Profit or loss F42... after taxation

	17.	F38. . .

	18.	F38. . .

	19.	F38. . .

	20.	F38. . .

	21.	Other taxes not shown under the above items

	22.	Profit or loss for the financial year

Profit and loss account formats

Format 3
F43...

Profit and loss account formats

Format 4
F44...

Notes on the profit and loss account formats

(11)	Cost of sales: distribution costs: administrative expenses

(Format 1, items 2, 4 and 5 F45....)

These items must be stated after taking into account any necessary provisions for depreciation or diminution in value of assets.

(12)	Income from other fixed asset investments: other interest receivable and similar income

(Format 1, items 9 and 10; Format 2, items 11 and 12; F46....)

Income and interest derived from group undertakings must be shown separately from income and interest derived from other sources.

(13)	Interest payable and similar F47expenses

(Format 1, item 12; Format 2, item 14; F48....)

The amount payable to group undertakings must be shown separately.

(14)

F49. . .

F49...

F15SECTION CTHE REQUIRED FORMATS FOR THE ACCOUNTS OF MICRO-ENTITIES

Annotations:

Amendments (Textual)

F15

Sch. 1 Pt. 1 Section C 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), 10(4) (with reg. 3)

Balance Sheet FormatsFormat 1

A Called up share capital not paid

B Fixed assets

C Current assets

D Prepayments and accrued income

E Creditors: amounts falling due within one year

F Net current assets (liabilities)

G Total assets less current liabilities

H Creditors: amounts falling due after more than one year

I Provisions for liabilities

J Accruals and deferred income

K Capital and reserves

Format 2

ASSETS

A Called up share capital not paid

B Fixed assets

C Current Assets

D Prepayments and accrued income

F50CAPITAL, RESERVES AND LIABILITIES

A Capital and reserves

B Provisions for liabilities

C Creditors (1)

D Accruals and deferred income

Notes on the balance sheet formats

(1) Creditors

(Format 2, item C under Liabilities)

Aggregate amounts falling due within one year and after one year must be shown separately.

Profit and loss account format

A Turnover

B Other income

C Cost of raw materials and consumables

D Staff costs

E Depreciation and other amounts written off assets

F Other charges

G Tax

H Profit or loss

PART 2ACCOUNTING PRINCIPLES AND RULES

SECTION AACCOUNTING PRINCIPLES

Preliminary10

1

The amounts to be included in respect of all items shown in a company's accounts must be determined in accordance with the principles set out in this Section.

2

But if it appears to the company's directors that there are special reasons for departing from any of those principles in preparing the company's accounts in respect of any financial year they may do so, in which case particulars of the departure, the reasons for it and its effect must be given in a note to the accounts.

Accounting principles11

The company is presumed to be carrying on business as a going concern.

12

Accounting policies F52and measurement bases must be applied consistently within the same accounts and from one financial year to the next.

13

The amount of any item must be determined on a prudent basis, and in particular—

a

only profits realised at the balance sheet date must be included in the profit and loss account, F53...

b

all liabilities which have arisen in respect of the financial year to which the accounts relate or a previous financial year must be taken into account, including those which only become apparent between the balance sheet date and the date on which it is signed on behalf of the board of directors in accordance with section 414 of the 2006 Act (approval and signing of accounts); F54and

F75c

all provisions for diminution of value must be recognised, whether the result of the financial year is a profit or a loss.

14

All income and charges relating to the financial year to which the accounts relate must be taken into account, without regard to the date of receipt or payment.

15

In determining the aggregate amount of any item, the amount of each individual asset or liability that falls to be taken into account must be determined separately.

F5115A

The opening balance sheet for each financial year shall correspond to the closing balance sheet for the preceding financial year.

SECTION BHISTORICAL COST ACCOUNTING RULES

Preliminary16

Subject to Sections C and D of this Part of this Schedule, the amounts to be included in respect of all items shown in a company's accounts must be determined in accordance with the rules set out in this Section.

Fixed assets

General rules17

1

The amount to be included in respect of any fixed asset must be its purchase price or production cost.

2

This is subject to any provision for depreciation or diminution in value made in accordance with paragraphs 18 to 20.

Rules for depreciation and diminution in value18

In the case of any fixed asset which has a limited useful economic life, the amount of—

a

its purchase price or production cost, or

b

where it is estimated that any such asset will have a residual value at the end of the period of its useful economic life, its purchase price or production cost less that estimated residual value,

must be reduced by provisions for depreciation calculated to write off that amount systematically over the period of the asset's useful economic life.

19

1

Where a fixed asset investment of a description falling to be included under item B.III of either of the balance sheet formats set out in F16Section B of Part 1 of this Schedule has diminished in value, provisions for diminution in value may be made in respect of it and the amount to be included in respect of it may be reduced accordingly.

2

Provisions for diminution in value must be made in respect of any fixed asset which has diminished in value if the reduction in its value is expected to be permanent (whether its useful economic life is limited or not), and the amount to be included in respect of it must be reduced accordingly.

F553

Provisions made under sub-paragraph (1) or (2) must be charged to the profit and loss account and disclosed separately in a note to the accounts if not shown separately in the profit and loss account.

20

1

Where the reasons for which any provision was made in accordance with paragraph 19 have ceased to apply to any extent, that provision must be written back to the extent that it is no longer necessary.

F562

Any amounts written back under sub-paragraph (1) must be recognised in the profit and loss account and disclosed separately in a note to the accounts if not shown separately in the profit and loss account.

F57Intangible Assets21

1

Where this is in accordance with generally accepted accounting principles or practice, development costs may be included in “other intangible assets” under “fixed assets” in the balance sheet formats set out in Section B of Part 1 of this Schedule.

2

If any amount is included in a company's balance sheet in respect of development costs, the note on accounting policies (see paragraph 44 of this Schedule) must include the following information—

a

the period over which the amount of those costs originally capitalised is being or is to be written off, and

b

the reasons for capitalising the development costs in question.

22

1

Intangible assets must be written off over the useful economic life of the intangible asset.

2

Where in exceptional cases the useful life of intangible assets cannot be reliably estimated, such assets must be written off over a period chosen by the directors of the company.

3

The period referred to in sub-paragraph (2) must not exceed ten years.

4

There must be disclosed in a note to the accounts the period referred to in sub-paragraph (2) and the reasons for choosing that period.

Current assets23

Subject to paragraph 24, the amount to be included in respect of any current asset must be its purchase price or production cost.

24

1

If the net realisable value of any current asset is lower than its purchase price or production cost, the amount to be included in respect of that asset must be the net realisable value.

2

Where the reasons for which any provision for diminution in value was made in accordance with sub-paragraph (1) have ceased to apply to any extent, that provision must be written back to the extent that it is no longer necessary.

Miscellaneous and supplementary provisions

Excess of money owed over value received as an asset item25

1

Where the amount repayable on any debt owed by a company is greater than the value of the consideration received in the transaction giving rise to the debt, the amount of the difference may be treated as an asset.

2

Where any such amount is so treated—

a

it must be written off by reasonable amounts each year and must be completely written off before repayment of the debt, and

b

if the current amount is not shown as a separate item in the company's balance sheet, it must be disclosed in a note to the accounts.

Assets included at a fixed amount26

F171

Subject to sub-paragraph (2), the following may be included at a fixed quantity and value in the balance sheet formats set out in Section B of Part 1 of this Schedule—

a

assets which fall to be included amongst the fixed assets of a company under the item “intangible assets”, and

b

raw materials and consumables within the item “stocks”.

2

Sub-paragraph (1) applies to assets of a kind which are constantly being replaced where—

a

their overall value is not material to assessing the company's state of affairs, and

b

their quantity, value and composition are not subject to material variation.

Determination of purchase price or production cost27

1

The purchase price of an asset is to be determined by adding to the actual price paid any expenses incidental to its acquisition F58and then subtracting any incidental reductions in the cost of acquisition.

2

The production cost of an asset is to be determined by adding to the purchase price of the raw materials and consumables used the amount of the costs incurred by the company which are directly attributable to the production of that asset.

3

In addition, there may be included in the production cost of an asset—

a

a reasonable proportion of the costs incurred by the company which are only indirectly attributable to the production of that asset, but only to the extent that they relate to the period of production, and

b

interest on capital borrowed to finance the production of that asset, to the extent that it accrues in respect of the period of production,

provided, however, in a case within paragraph (b), that the inclusion of the interest in determining the cost of that asset and the amount of the interest so included is disclosed in a note to the accounts.

4

In the case of current assets distribution costs may not be included in production costs.

28

1

The purchase price or production cost of—

a

any assets which F18, by virtue of regulation 3(1) and Section B of Part 1 of this Schedule, fall to be included under any item shown in a company's balance sheet under the general item “stocks”, and

b

any assets which are fungible assets (including investments),

may be determined by the application of any of the methods mentioned in sub-paragraph (2) in relation to any such assets of the same class, provided that the method chosen is one which appears to the directors to be appropriate in the circumstances of the company.

2

Those methods are—

a

the method known as “first in, first out” (FIFO),

b

the method known as “last in, first out” (LIFO),

c

a weighted average price, and

d

any other method F59reflecting generally accepted best practice.

3

For the purposes of this paragraph, assets of any description must be regarded as fungible if assets of that description are substantially indistinguishable one from another.

Substitution of original stated amount where price or cost unknown29

1

This paragraph applies where—

a

there is no record of the purchase price or production cost of any asset of a company or of any price, expenses or costs relevant for determining its purchase price or production cost in accordance with paragraph 27, or

b

any such record cannot be obtained without unreasonable expense or delay.

2

In such a case, the purchase price or production cost of the asset must be taken, for the purposes of paragraphs 17 to 24, to be the value ascribed to it in the earliest available record of its value made on or after its acquisition or production by the company.

F60Equity method in respect of participating interests29A

1

Participating interests may be accounted for using the equity method.

2

If participating interests are accounted for using the equity method—

a

the proportion of profit or loss attributable to a participating interest and recognised in the profit and loss account may be that proportion which corresponds to the amount of any dividends, and

b

where the profit attributable to a participating interest and recognised in the profit and loss account exceeds the amount of any dividends, the difference must be placed in a reserve which cannot be distributed to shareholders.

3

The reference to “dividends” in sub-paragraph (2) includes dividends already paid and those whose payment can be claimed.

SECTION CALTERNATIVE ACCOUNTING RULES

Preliminary30

1

The rules set out in Section B are referred to below in this Schedule as the historical cost accounting rules.

2

Those rules, with the omission of paragraphs 16, 22 and 26 to 29, are referred to below in this Part of this Schedule as the depreciation rules; and references below in this Schedule to the historical cost accounting rules do not include the depreciation rules as they apply by virtue of paragraph 33.

31

Subject to paragraphs 33 to 35, the amounts to be included in respect of assets of any description mentioned in paragraph 32 may be determined on any basis so mentioned.

Alternative accounting rules32

1

Intangible fixed assets, other than goodwill, may be included at their current cost.

2

Tangible fixed assets may be included at a market value determined as at the date of their last valuation or at their current cost.

3

Investments of any description falling to be included under item B III of either of the balance sheet formats set out Part 1 of this Schedule may be included either—

a

at a market value determined as at the date of their last valuation, or

b

at a value determined on any basis which appears to the directors to be appropriate in the circumstances of the company.

But in the latter case particulars of the method of valuation adopted and of the reasons for adopting it must be disclosed in a note to the accounts.

F614

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F615

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Application of the depreciation rules33

1

Where the value of any asset of a company is determined on any basis mentioned in paragraph 32, that value must be, or (as the case may require) be the starting point for determining, the amount to be included in respect of that asset in the company's accounts, instead of its purchase price or production cost or any value previously so determined for that asset. The depreciation rules apply accordingly in relation to any such asset with the substitution for any reference to its purchase price or production cost of a reference to the value most recently determined for that asset on any basis mentioned in paragraph 32.

2

The amount of any provision for depreciation required in the case of any fixed asset by paragraphs 18 to 20 as they apply by virtue of sub-paragraph (1) is referred to below in this paragraph as the adjusted amount, and the amount of any provision which would be required by any of those paragraphs in the case of that asset according to the historical cost accounting rules is referred to as the historical cost amount.

3

Where sub-paragraph (1) applies in the case of any fixed asset the amount of any provision for depreciation in respect of that asset—

a

included in any item shown in the profit and loss account in respect of amounts written off assets of the description in question, or

b

taken into account in stating any item so shown which is required by note (11) of the notes on the profit and loss account formats set out in Part 1 of this Schedule to be stated after taking into account any necessary provision for depreciation or diminution in value of assets included under it,

may be the historical cost amount instead of the adjusted amount, provided that the amount of any difference between the two is shown separately in the profit and loss account or in a note to the accounts.

Additional information to be provided in case of departure from historical cost accounting rules34

1

This paragraph applies where the amounts to be included in respect of assets covered by any items shown in a company's accounts have been determined on any basis mentioned in paragraph 32.

2

The items affected and the basis of valuation adopted in determining the amounts of the assets in question in the case of each such item must be disclosed in F62the note on accounting policies (see paragraph 44 of this Schedule).

F633

In the case of each balance sheet item affected, the comparable amounts determined according to the historical cost accounting rules must be shown in a note to the accounts.

4

In sub-paragraph (3), references in relation to any item to the comparable amounts determined as there mentioned are references to—

a

the aggregate amount which would be required to be shown in respect of that item if the amounts to be included in respect of all the assets covered by that item were determined according to the historical cost accounting rules, and

b

the aggregate amount of the cumulative provisions for depreciation or diminution in value which would be permitted or required in determining those amounts according to those rules.

Revaluation reserve35

1

With respect to any determination of the value of an asset of a company on any basis mentioned in paragraph 32, the amount of any profit or loss arising from that determination (after allowing, where appropriate, for any provisions for depreciation or diminution in value made otherwise than by reference to the value so determined and any adjustments of any such provisions made in the light of that determination) must be credited or (as the case may be) debited to a separate reserve (“the revaluation reserve”).

2

The amount of the revaluation reserve must be shown in the company's balance sheet under a separate sub-heading in the position given for the item “revaluation reserve” F64under “Capital and reserves” of the balance sheet formats set out in Part 1 of this Schedule F65....

3

An amount may be transferred—

a

from the revaluation reserve—

i

to the profit and loss account, if the amount was previously charged to that account or represents realised profit, or

ii

on capitalisation,

b

to or from the revaluation reserve in respect of the taxation relating to any profit or loss credited or debited to the reserve.

The revaluation reserve must be reduced to the extent that the amounts transferred to it are no longer necessary for the purposes of the valuation method used.

4

In sub-paragraph (3)(a)(ii) “capitalisation”, in relation to an amount standing to the credit of the revaluation reserve, means applying it in wholly or partly paying up unissued shares in the company to be allotted to members of the company as fully or partly paid shares.

5

The revaluation reserve must not be reduced except as mentioned in this paragraph.

6

The treatment for taxation purposes of amounts credited or debited to the revaluation reserve must be disclosed in a note to the accounts.

SECTION DFAIR VALUE ACCOUNTING

Inclusion of financial instruments at fair value36

1

Subject to sub-paragraphs (2) to (5), financial instruments (including derivatives) may be included at fair value.

2

Sub-paragraph (1) does not apply to financial instruments that constitute liabilities unless—

a

they are held as part of a trading portfolio,

b

they are derivatives, or

c

they are financial instruments falling within sub-paragraph (4).

3

Unless they are financial instruments falling within sub-paragraph (4), sub-paragraph (1) does not apply to—

a

financial instruments (other than derivatives) held to maturity,

b

loans and receivables originated by the company and not held for trading purposes,

c

interests in subsidiary undertakings, associated undertakings and joint ventures,

d

equity instruments issued by the company,

e

contracts for contingent consideration in a business combination, or

f

other financial instruments with such special characteristics that the instruments, according to generally accepted accounting principles or practice, should be accounted for differently from other financial instruments.

F664

Financial instruments which under international accounting standards may be included in accounts at fair value, may be so included, provided that the disclosures required by such accounting standards are made.

5

If the fair value of a financial instrument cannot be determined reliably in accordance with paragraph 37, sub-paragraph (1) does not apply to that financial instrument.

6

In this paragraph—

“associated undertaking” has the meaning given by paragraph 19 of Schedule 6 to these Regulations;
“joint venture” has the meaning given by paragraph 18 of that Schedule.

Determination of fair value37

1

The fair value of a financial instrument is its value determined in accordance with this paragraph.

2

If a reliable market can readily be identified for the financial instrument, its fair value is to be determined by reference to its market value.

3

If a reliable market cannot readily be identified for the financial instrument but can be identified for its components or for a similar instrument, its fair value is determined by reference to the market value of its components or of the similar instrument.

4

If neither sub-paragraph (2) nor (3) applies, the fair value of the financial instrument is a value resulting from generally accepted valuation models and techniques.

5

Any valuation models and techniques used for the purposes of sub-paragraph (4) must ensure a reasonable approximation of the market value.

Hedged items38

A company may include any assets and liabilities, or identified portions of such assets or liabilities, that qualify as hedged items under a fair value hedge accounting system at the amount required under that system.

F67Other assets that may be included at fair value39

1

This paragraph applies to—

a

stocks

b

investment property, and

c

living animals and plants.

2

Such stocks, investment property, and living animals and plants may be included at fair value, provided that, as the case maybe, all such stocks, investment property, and living animals and plants are so included where their fair value can reliably be determined.

3

In this paragraph, “fair value” means fair value determined in accordance with generally accepted accounting principles or practice.

Accounting for changes in value40

1

This paragraph applies where a financial instrument is valued in accordance with paragraph 36 or 38 or an asset is valued in accordance with paragraph 39.

2

Notwithstanding paragraph 13 in this Part of this Schedule, and subject to sub-paragraphs (3) and (4), a change in the value of the financial instrument or of the investment property or living animal or plant must be included in the profit and loss account.

3

Where—

a

the financial instrument accounted for is a hedging instrument under a hedge accounting system that allows some or all of the change in value not to be shown in the profit and loss account, or

b

the change in value relates to an exchange difference arising on a monetary item that forms part of a company's net investment in a foreign entity,

the amount of the change in value must be credited to or (as the case may be) debited from a separate reserve (“the fair value reserve”).

4

Where the instrument accounted for—

a

is an available for sale financial asset, and

b

is not a derivative,

the change in value may be credited to or (as the case may be) debited from the fair value reserve.

The fair value reserve41

1

The fair value reserve must be adjusted to the extent that the amounts shown in it are no longer necessary for the purposes of paragraph 40(3) or (4).

F682

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART 3NOTES TO THE ACCOUNTS

F84Preliminary42

1

Any information required in the case of a company by the following provisions of this Part of this Schedule must be given by way of a note to the accounts.

2

These notes must be presented in the order in which, where relevant, the items to which they relate are presented in the balance sheet and in the profit and loss account.

Reserves and dividendsF8543

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Disclosure of accounting policies44

The accounting policies adopted by the company in determining the amounts to be included in respect of items shown in the balance sheet and in determining the profit or loss of the company must be stated (including such policies with respect to the depreciation and diminution in value of assets).

Information supplementing the balance sheet

45

Paragraphs F8648 to 57 require information which either supplements the information given with respect to any particular items shown in the balance sheet or is otherwise relevant to assessing the company's state of affairs in the light of the information so given.

Share capitalF8746

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F8847

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fixed assets48

1

In respect of each item which is or would but for paragraph 4(2)(b) be shown under the general item “fixed assets” in the company's balance sheet the following information must be given—

a

the appropriate amounts in respect of that item as at the date of the beginning of the financial year and as at the balance sheet date respectively,

b

the effect on any amount shown in the balance sheet in respect of that item of—

i

any revision of the amount in respect of any assets included under that item made during that year on any basis mentioned in paragraph 32,

ii

acquisitions during that year of any assets,

iii

disposals during that year of any assets, and

iv

any transfers of assets of the company to and from that item during that year.

2

The reference in sub-paragraph (1)(a) to the appropriate amounts in respect of any item as at any date there mentioned is a reference to amounts representing the aggregate amounts determined, as at that date, in respect of assets falling to be included under that item on either of the following bases, that is to say—

a

on the basis of purchase price or production cost (determined in accordance with paragraphs 27 and 28), or

b

on any basis mentioned in paragraph 32,

(leaving out of account in either case any provisions for depreciation or diminution in value).

3

In respect of each item within sub-paragraph (1) there must also be stated—

a

the cumulative amount of provisions for depreciation or diminution in value of assets included under that item as at each date mentioned in sub-paragraph (1)(a),

b

the amount of any such provisions made in respect of the financial year,

c

the amount of any adjustments made in respect of any such provisions during that year in consequence of the disposal of any assets, and

d

the amount of any other adjustments made in respect of any such provisions during that year.

C349

Where any fixed assets of the company (other than listed investments) are included under any item shown in the company's balance sheet at an amount determined on any basis mentioned in paragraph 32, the following information must be given—

a

the years (so far as they are known to the directors) in which the assets were severally valued and the several values, and

b

in the case of assets that have been valued during the financial year, the names of the persons who valued them or particulars of their qualifications for doing so and (whichever is stated) the bases of valuation used by them.

InvestmentsF8950

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F90Information about fair value of assets and liabilities51

1

This paragraph applies where financial instruments or other assets have been valued in accordance with, as appropriate, paragraph 36, 38 or 39.

2

There must be stated—

a

the significant assumptions underlying the valuation models and techniques used to determine the fair values,

b

for each category of financial instrument or other asset, the fair value of the assets in that category and the changes in value—

i

included directly in the profit and loss account, or

ii

credited to or (as the case may be) debited from the fair value reserve,

in respect of those assets, and

c

for each class of derivatives, the extent and nature of the instruments, including significant terms and conditions that may affect the amount, timing and certainty of future cash flows.

3

Where any amount is transferred to or from the fair value reserve during the financial year, there must be stated in tabular form—

a

the amount of the reserve as at the date of the beginning of the financial year and as at the balance sheet date respectively, and

b

the amount transferred to or from the reserve during that year.

F9152

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Information where investment property and living animals and plants included at fair valueF9253

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F93Information about revalued fixed assets54

1

This paragraph applies where fixed assets are measured at revalued amounts.

2

Where this paragraph applies, the following information must be given in tabular form—

a

movements in the revaluation reserve in the financial year, with an explanation of the tax treatment of items therein, and

b

the carrying amount in the balance sheet that would have been recognised had the fixed assets not been revalued.

Details of indebtedness55

1

For the aggregate of all items shown under “creditors” in the company's balance sheet there must be stated the aggregate of the following amounts—

a

the amount of any debts included under “creditors” which are payable or repayable otherwise than by instalments and fall due for payment or repayment after the end of the period of five years beginning with the day next following the end of the financial year, and

b

in the case of any debts so included which are payable or repayable by instalments, the amount of any instalments which fall due for payment after the end of that period.

2

In respect of each item shown under “creditors” in the company's balance sheet there must be stated the aggregate amount of any debts included under that item in respect of which any security has been given by the company F94with an indication of the nature and form of any such security.

3

References above in this paragraph to an item shown under “creditors” in the company's balance sheet include references, where amounts falling due to creditors within one year and after more than one year are distinguished in the balance sheet—

a

in a case within sub-paragraph (1), to an item shown under the latter of those categories,

b

in a case within sub-paragraph (2), to an item shown under either of those categories.

References to items shown under “creditors” include references to items which would but for paragraph 4(2)(b) be shown under that heading.

F9556

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F96Guarantees and other financial commitments57

1

The total amount of any financial commitments, guarantees and contingencies that are not included in the balance sheet must be stated.

2

An indication of the nature and form of any valuable security given by the company in respect of commitments, guarantees and contingencies within sub-paragraph (1) must be given.

3

The total amount of any commitments within sub-paragraph (1) concerning pensions must be separately disclosed.

4

The total amount of any commitments within sub-paragraph (1) which are undertaken on behalf of or for the benefit of—

a

any parent undertaking, fellow subsidiary undertaking or any subsidiary undertaking of the company, or

b

any undertaking in which the company has a participating interest

must be separately stated and those within paragraph (a) must also be stated separately from those within paragraph (b).

Miscellaneous mattersF9758

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Information supplementing the profit and loss accountF9859

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Particulars of turnoverF9960

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Miscellaneous matters61

1

Where any amount relating to any preceding financial year is included in any item in the profit and loss account, the effect must be stated.

F1002

The amount and nature of any individual items of income or expenditure of exceptional size or incidence must be stated.

Sums denominated in foreign currenciesF10162

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dormant companies acting as agentsF10263

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F69Post balance sheet events64

The nature and financial effect of material events arising after the balance sheet date which are not reflected in the profit and loss account or balance sheet must be stated.

F69Parent undertaking information65

Where the company is a subsidiary undertaking, the following information must be given in respect of the parent undertaking of the smallest group of undertakings for which group accounts are drawn up of which the company is a member—

a

the name of the parent undertaking which draws up the group accounts,

b

the address of the undertaking's registered office (whether in or outside the United Kingdom), or

c

if it is unincorporated, the address of its principal place of business.

F69Related party transactions66

1

Particulars may be given of transactions which the company has entered into with related parties, and must be given if such transactions are material and have not been concluded under normal market conditions with—

a

owners holding a participating interest in the company;

b

companies in which the company itself has a participating interest; and

c

the company's directors.

2

Particulars of the transactions required to be disclosed under sub-paragraph (1) must include—

a

the amount of such transactions,

b

the nature of the related party relationship, and

c

other information about the transactions necessary for an understanding of the financial position of the company.

3

Information about individual transactions may be aggregated according to their nature, except where separate information is necessary of an understanding of the effects of the related party transactions on the financial position of the company.

4

Particulars need not be given of transactions entered into between two or more members of a group, provided that any subsidiary undertaking which is a party to the transaction is wholly-owned by such a member.

5

In this paragraph, “related party” has the same meaning as in international accounting standards.

F70SCHEDULE 2INFORMATION ABOUT RELATED UNDERTAKINGS WHERE COMPANY NOT PREPARING GROUP ACCOUNTS (COMPANIES ACT OR IAS INDIVIDUAL ACCOUNTS)

Regulation 4

Annotations:

Amendments (Textual)

F70

Sch. 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), 19 (with reg. 3)

F70

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F70

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F71SCHEDULE 3INFORMATION ABOUT DIRECTORS' BENEFITS: REMUNERATION (COMPANIES ACT OR IAS ACCOUNTS)

Regulations 5 and 9

Annotations:

Amendments (Textual)

F71

Sch. 3 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), 20 (with reg. 3)

F71...

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F71

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F72SCHEDULE 4COMPANIES ACT ABBREVIATED ACCOUNTS FOR DELIVERY TO REGISTRAR OF COMPANIES

Regulation 6(1)

Annotations:

Amendments (Textual)

F72

Sch. 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), 21 (with reg. 3)

F72...

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F72

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F72

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

C6SCHEDULE 5MATTERS TO BE DEALT WITH IN DIRECTORS' REPORT

Regulation 7

Annotations:

Modifications etc. (not altering text)

Sch. 5 applied (with modifications) (with application in accordance with reg. 1(2) of the amending S.I.) by The Partnerships (Accounts) Regulations 2008 (S.I. 2008/569), reg. 1(2), Sch. 1 paras. 1(1)(b), 2(1)(f)

C6Introduction1

In addition to the information required by section 416 of the 2006 Act, the directors' report must contain the following information.

C6Political donations and expenditure2

1

If—

a

the company (not being the wholly-owned subsidiary of a company incorporated in the United Kingdom) has in the financial year—

i

made any political donation to any political party or other political organisation,

ii

made any political donation to any independent election candidate, or

iii

incurred any political expenditure, and

b

the amount of the donation or expenditure, or (as the case may be) the aggregate amount of all donations and expenditure falling within paragraph (a), exceeded £2000,

the directors' report for the year must contain the following particulars.

2

Those particulars are—

a

as respects donations falling within sub-paragraph (1)(a)(i) or (ii)—

i

the name of each political party, other political organisation or independent election candidate to whom any such donation has been made, and

ii

the total amount given to that party, organisation or candidate by way of such donations in the financial year; and

b

as respects expenditure falling within sub-paragraph (1)(a)(iii), the total amount incurred by way of such expenditure in the financial year.

3

If—

a

at the end of the financial year the company has subsidiaries which have, in that year, made any donations or incurred any such expenditure as is mentioned in sub-paragraph (1)(a), and

b

it is not itself the wholly-owned subsidiary of a company incorporated in the United Kingdom,

the directors' report for the year is not, by virtue of sub-paragraph (1), required to contain the particulars specified in sub-paragraph (2). But, if the total amount of any such donations or expenditure (or both) made or incurred in that year by the company and the subsidiaries between them exceeds £2000, the directors' report for the year must contain those particulars in relation to each body by whom any such donation or expenditure has been made or incurred.

4

Any expression used in this paragraph which is also used in Part 14 of the 2006 Act (control of political donations and expenditure) has the same meaning as in that Part.

3

1

If the company (not being the wholly-owned subsidiary of a company incorporated in the United Kingdom) has in the financial year made any contribution to a non-EU political party, the directors' report for the year must contain—

a

a statement of the amount of the contribution, or

b

(if it has made two or more such contributions in the year) a statement of the total amount of the contributions.

2

If—

a

at the end of the financial year the company has subsidiaries which have, in that year, made any such contributions as are mentioned in sub-paragraph (1), and

b

it is not itself the wholly-owned subsidiary of a company incorporated in the United Kingdom,

the directors' report for the year is not, by virtue of sub-paragraph (1), required to contain any such statement as is there mentioned, but it must instead contain a statement of the total amount of the contributions made in the year by the company and the subsidiaries between them.

3

In this paragraph, “contribution”, in relation to an organisation, means—

a

any gift of money to the organisation (whether made directly or indirectly);

b

any subscription or other fee paid for affiliation to, or membership of, the organisation; or

c

any money spent (otherwise than by the organisation or a person acting on its behalf) in paying any expenses incurred directly or indirectly by the organisation.

4

In this paragraph, “non-EU political party” means any political party which carries on, or proposes to carry on, its activities wholly outside the member States.

Charitable donationsF64

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

C6Disclosure concerning employment etc. of disabled persons5

1

This paragraph applies to the directors' report where the average number of persons employed by the company in each week during the financial year exceeded 250.

2

That average number is the quotient derived by dividing, by the number of weeks in the financial year, the number derived by ascertaining, in relation to each of those weeks, the number of persons who, under contracts of service, were employed in the week (whether throughout it or not) by the company, and adding up the numbers ascertained.

3

The directors' report must in that case contain a statement describing such policy as the company has applied during the financial year—

a

for giving full and fair consideration to applications for employment by the company made by disabled persons, having regard to their particular aptitudes and abilities,

b

for continuing the employment of, and for arranging appropriate training for, employees of the company who have become disabled persons during the period when they were employed by the company, and

c

otherwise for the training, career development and promotion of disabled persons employed by the company.

4

In this paragraph—

a

“employment” means employment other than employment to work wholly or mainly outside the United Kingdom, and “employed” and “employee” are to be construed accordingly; and

b

“disabled person” means the same as in the Disability Discrimination Act 1995 M5.

Disclosure required by company acquiring its own shares etc.F76

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 6GROUP ACCOUNTS

Regulations 8(1) and 10

C11PART 1FORM AND CONTENT OF COMPANIES ACT GROUP ACCOUNTS

Annotations:

Modifications etc. (not altering text)

C11

Sch. 6 Pt. 1 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(2), Sch. 4 Pt. 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), 43)

General rules1

1

Subject to F104the following provisions of this Schedule, group accounts must comply so far as practicable with the provisions of Schedule 1 to these Regulations (Companies Act individual accounts) as if the undertakings included in the consolidation (“the group”) were a single company.

F1031A

Paragraph 1A of Schedule 1 to these Regulations does not apply to group accounts.

2

For item B.III in each balance sheet format set out in F21Section B of Part 1 of that Schedule substitute—

B.
III.
Investments
1.
Shares in group undertakings
2.
Interests in associated undertakings
3.
Other participating interests
4.
Loans to group undertakings and undertakings in which a participating interest is held
5.
Other investments other than loans
6.
Others

3

In the profit and loss account formats F22in Section B of Part 1 of that Schedule replace the items headed “Income from participating interests”, that is—

a

in Format 1, item 8, F105and

b

in Format 2, item 10,

F106c

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F106d

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

by two items: “Income from interests in associated undertakings” and “Income from other participating interests”.

2

1

The consolidated balance sheet and profit and loss account must incorporate in full the information contained in the individual accounts of the undertakings included in the consolidation, subject to the adjustments authorised or required by the following provisions of this Schedule and to such other adjustments (if any) as may be appropriate in accordance with generally accepted accounting principles or practice.

F1071A

Group accounts must be drawn up as at the same date as the accounts of the parent company.

2

If the financial year of a subsidiary undertaking included in the consolidation does not end with that of the parent company, the group accounts must be made up—

a

from the accounts of the subsidiary undertaking for its financial year last ending before the end of the parent company's financial year, provided that year ended no more than three months before that of the parent company, or

b

from interim accounts prepared by the subsidiary undertaking as at the end of the parent company's financial year.

3

1

Where assets and liabilities to be included in the group accounts have been valued or otherwise determined by undertakings according to accounting rules differing from those used for the group accounts, the values or amounts must be adjusted so as to accord with the rules used for the group accounts.

2

If it appears to the directors of the parent company that there are special reasons for departing from sub-paragraph (1) they may do so, but particulars of any such departure, the reasons for it and its effect must be given in a note to the accounts.

3

The adjustments referred to in this paragraph need not be made if they are not material for the purpose of giving a true and fair view.

4

Any differences of accounting rules as between a parent company's individual accounts for a financial year and its group accounts must be disclosed in a note to the latter accounts and the reasons for the difference given.

5

Amounts that in the particular context of any provision of this Schedule are not material may be disregarded for the purposes of that provision.

Elimination of group transactions6

1

Debts and claims between undertakings included in the consolidation, and income and expenditure relating to transactions between such undertakings, must be eliminated in preparing the group accounts.

2

Where profits and losses resulting from transactions between undertakings included in the consolidation are included in the book value of assets, they must be eliminated in preparing the group accounts.

3

The elimination required by sub-paragraph (2) may be effected in proportion to the group's interest in the shares of the undertakings.

4

Sub-paragraphs (1) and (2) need not be complied with if the amounts concerned are not material for the purpose of giving a true and fair view.

Acquisition and merger accounting7

1

The following provisions apply where an undertaking becomes a subsidiary undertaking of the parent company.

2

That event is referred to in those provisions as an “acquisition”, and references to the “undertaking acquired” are to be construed accordingly.

8

An acquisition must be accounted for by the acquisition method of accounting unless the conditions for accounting for it as a merger are met and the merger method of accounting is adopted.

9

1

The acquisition method of accounting is as follows.

2

The identifiable assets and liabilities of the undertaking acquired must be included in the consolidated balance sheet at their fair values as at the date of acquisition.

3

The income and expenditure of the undertaking acquired must be brought into the group accounts only as from the date of the acquisition.

4

There must be set off against the acquisition cost of the interest in the shares of the undertaking held by the parent company and its subsidiary undertakings the interest of the parent company and its subsidiary undertakings in the adjusted capital and reserves of the undertaking acquired.

5

The resulting amount if positive must be treated as goodwill, and if negative as a negative consolidation difference.

F1086

Negative goodwill may be transferred to the consolidated profit and loss account where such a treatment is in accordance with the principles and rules of Part 2 of Schedule 1 to these Regulations.

F10910

The conditions for accounting for an acquisition as a merger are—

a

that the undertaking whose shares are acquired is ultimately controlled by the same party both before and after the acquisition,

b

that the control referred to in paragraph (a) is not transitory, and

c

that adoption of the merger method accords with generally accepted accounting principles or practice.

11

1

The merger method of accounting is as follows.

2

The assets and liabilities of the undertaking acquired must be brought into the group accounts at the figures at which they stand in the undertaking's accounts, subject to any adjustment authorised or required by this Schedule.

3

The income and expenditure of the undertaking acquired must be included in the group accounts for the entire financial year, including the period before the acquisition.

4

The group accounts must show corresponding amounts relating to the previous financial year as if the undertaking acquired had been included in the consolidation throughout that year.

5

There must be set off against the aggregate of—

a

the appropriate amount in respect of qualifying shares issued by the parent company or its subsidiary undertakings in consideration for the acquisition of shares in the undertaking acquired, and

b

the fair value of any other consideration for the acquisition of shares in the undertaking acquired, determined as at the date when those shares were acquired,

the nominal value of the issued share capital of the undertaking acquired held by the parent company and its subsidiary undertakings.

6

The resulting amount must be shown as an adjustment to the consolidated reserves.

7

In sub-paragraph (5)(a) “qualifying shares” means—

a

shares in relation to which any of the following provisions applies (merger relief), and in respect of which the appropriate amount is the nominal value—

i

section 131 of the Companies Act 1985 M6,

ii

Article 141 of the Companies (Northern Ireland) Order 1986 M7, or

iii

section 612 of the 2006 Act, or

b

shares in relation to which any of the following provisions applies (group reconstruction relief), and in respect of which the appropriate amount is the nominal value together with any minimum premium value within the meaning of that section—

i

section 132 of the Companies Act 1985 M8,

ii

Article 142 of the Companies (Northern Ireland) Order 1986 M9, or

iii

section 611 of the 2006 Act.

12

1

Where a group is acquired, paragraphs 9 to 11 apply with the following adaptations.

2

References to shares of the undertaking acquired are to be construed as references to shares of the parent undertaking of the group.

3

Other references to the undertaking acquired are to be construed as references to the group; and references to the assets and liabilities, income and expenditure and capital and reserves of the undertaking acquired must be construed as references to the assets and liabilities, income and expenditure and capital and reserves of the group after making the set-offs and other adjustments required by this Schedule in the case of group accounts.

13

1

The following information with respect to acquisitions taking place in the financial year must be given in a note to the accounts.

2

There must be stated—

a

the name of the undertaking acquired or, where a group was acquired, the name of the parent undertaking of that group, and

b

whether the acquisition has been accounted for by the acquisition or the merger method of accounting;

and in relation to an acquisition which significantly affects the figures shown in the group accounts, the following further information must be given.

C43

The composition and fair value of the consideration for the acquisition given by the parent company and its subsidiary undertakings must be stated.

C44

Where the acquisition method of accounting has been adopted, the book values immediately prior to the acquisition, and the fair values at the date of acquisition, of each class of assets and liabilities of the undertaking or group acquired must be stated in tabular form, including a statement of the amount of any goodwill or negative consolidation difference arising on the acquisition, together with an explanation of any significant adjustments made.

5

In ascertaining for the purposes of sub-paragraph (4) the profit or loss of a group, the book values and fair values of assets and liabilities of a group or the amount of the assets and liabilities of a group, the set-offs and other adjustments required by this Schedule in the case of group accounts must be made.

C414

1

There must also be stated in a note to the accounts the cumulative amount of goodwill resulting from acquisitions in that and earlier financial years which has been written off otherwise than in the consolidated profit and loss account for that or any earlier financial year.

2

That figure must be shown net of any goodwill attributable to subsidiary undertakings or businesses disposed of prior to the balance sheet date.

C415

Where during the financial year there has been a disposal of an undertaking or group which significantly affects the figure shown in the group accounts, there must be stated in a note to the accounts—

a

the name of that undertaking or, as the case may be, of the parent undertaking of that group, and

b

the extent to which the profit or loss shown in the group accounts is attributable to profit or loss of that undertaking or group.

16

The information required by paragraph 13, 14 or 15 need not be disclosed with respect to an undertaking which—

a

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

b

carries on business outside the United Kingdom,

if in the opinion of the directors of the parent company the disclosure would be seriously prejudicial to the business of that undertaking or to the business of the parent company or any of its subsidiary undertakings and the Secretary of State agrees that the information should not be disclosed.

F7316A

Where an acquisition has taken place in the financial year and the merger method of accounting has been adopted, the notes to the accounts must also disclose—

a

the address of the registered office of the undertaking acquired (whether in or outside the United Kingdom),

b

the name of the party referred to in paragraph 10(a),

c

the address of the registered office of that party (whether in or outside the United Kingdom), and

d

the information referred to in paragraph 11(6).

F110Non-controlling interests17

1

The formats set out in Section B of Part 1 of Schedule 1 to these Regulations have effect in relation to group accounts with the following additions.

2

In the Balance Sheet Formats there must be shown, as a separate item and under the heading “non-controlling interests”, the amount of capital and reserves attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company and its subsidiary undertakings.

3

In the Profit and Loss Account Formats there must be shown, as a separate item and under the heading “non-controlling interests”, the amount of any profit or loss attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company and its subsidiary undertakings.

4

For the purposes of paragraph (4) of Schedule 1 (power to adapt or combine items)—

a

the additional item required by sub-paragraph (2) above is treated as one to which a letter is assigned, and

b

the additional item required by sub-paragraph (3) above is treated as one to which an Arabic number is assigned.

Joint ventures18

1

Where an undertaking included in the consolidation manages another undertaking jointly with one or more undertakings not included in the consolidation, that other undertaking (“the joint venture”) may, if it is not—

a

a body corporate, or

b

a subsidiary undertaking of the parent company,

be dealt with in the group accounts by the method of proportional consolidation.

2

The provisions of this Schedule relating to the preparation of consolidated accounts F112and sections 402 and 405 of the 2006 Act apply, with any necessary modifications, to proportional consolidation under this paragraph.

F1113

In addition to the disclosure of the average number of employees employed during the financial year (see section 411(7) of the 2006 Act), there must be a separate disclosure in the notes to the accounts of the average number of employees employed by undertakings that are proportionately consolidated.

Associated undertakings19

1

An “associated undertaking” means an undertaking in which an undertaking included in the consolidation has a participating interest and over whose operating and financial policy it exercises a significant influence, and which is not—

a

a subsidiary undertaking of the parent company, or

b

a joint venture dealt with in accordance with paragraph 18.

2

Where an undertaking holds 20% or more of the voting rights in another undertaking, it is presumed to exercise such an influence over it unless the contrary is shown.

3

The voting rights in an undertaking means the rights conferred on shareholders in respect of their shares or, in the case of an undertaking not having a share capital, on members, to vote at general meetings of the undertaking on all, or substantially all, matters.

4

The provisions of paragraphs 5 to 11 of Schedule 7 to the 2006 Act (parent and subsidiary undertakings: rights to be taken into account and attribution of rights) apply in determining for the purposes of this paragraph whether an undertaking holds 20% or more of the voting rights in another undertaking.

20

1

The interest of an undertaking in an associated undertaking, and the amount of profit or loss attributable to such an interest, must be shown by the equity method of accounting (including dealing with any goodwill arising in accordance with paragraphs 17 to 20 and 22 of Schedule 1 to these Regulations).

2

Where the associated undertaking is itself a parent undertaking, the net assets and profits or losses to be taken into account are those of the parent and its subsidiary undertakings (after making any consolidation adjustments).

3

The equity method of accounting need not be applied if the amounts in question are not material for the purpose of giving a true and fair view.

F74Deferred tax balances20A

Deferred tax balances must be recognised on consolidation where it is probable that a charge to tax will arise within the foreseeable future for one of the undertakings included in the consolidation.

F74Related Party Transactions20B

Paragraph 66 of Schedule 1 to these Regulations applies to transactions which the parent company, or other undertakings included in the consolidation, have entered into with related parties, unless they are intra-group transactions.

C12PART 2INFORMATION ABOUT RELATED UNDERTAKINGS WHERE COMPANY PREPARING GROUP ACCOUNTS (COMPANIES ACT OR IAS GROUP ACCOUNTS)

Annotations:

Modifications etc. (not altering text)

C12

Sch. 6 Pt. 2 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(2), Sch. 4 Pt. 2 (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), 43)

Introduction and interpretation21

In this Part of this Schedule “the group” means the group consisting of the parent company and its subsidiary undertakings.

Subsidiary undertakings22

1

The following information must be given with respect to the undertakings that are subsidiary undertakings of the parent company at the end of the financial year.

2

The name of each undertaking must be stated.

3

There must be stated—

F113a

the address of the undertaking's registered office (whether in or outside the United Kingdom),

b

if it is unincorporated, the address of its principal place of business.

4

It must also be stated whether the subsidiary undertaking is included in the consolidation and, if it is not, the reasons for excluding it from consolidation must be given.

5

It must be stated with respect to each subsidiary undertaking by virtue of which of the conditions specified in section 1162(2) or (4) of the 2006 Act it is a subsidiary undertaking of its immediate parent undertaking. That information need not be given if the relevant condition is that specified in subsection (2)(a) of that section (holding of a majority of the voting rights) and the immediate parent undertaking holds the same proportion of the shares in the undertaking as it holds voting rights.

Holdings in subsidiary undertakings23

1

The following information must be given with respect to the shares of a subsidiary undertaking held—

a

by the parent company, and

b

by the group,

and the information under paragraphs (a) and (b) must (if different) be shown separately.

2

There must be stated—

a

the identity of each class of shares held, and

b

the proportion of the nominal value of the shares of that class represented by those shares.

Financial information about subsidiary undertakings not included in the consolidation24

1

There must be shown with respect to each subsidiary undertaking not included in the consolidation—

a

the aggregate amount of its capital and reserves as at the end of its relevant financial year, and

b

its profit or loss for that year.

2

That information need not be given if the group's investment in the undertaking is included in the accounts by way of the equity method of valuation or if—

a

the undertaking is not required by any provision of the 2006 Act to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in the United Kingdom or elsewhere, and

b

the holding of the group is less than 50% of the nominal value of the shares in the undertaking.

3

Information otherwise required by this paragraph need not be given if it is not material.

4

For the purposes of this paragraph the “relevant financial year” of a subsidiary undertaking is—

a

if its financial year ends with that of the company, that year, and

b

if not, its financial year ending last before the end of the company's financial year.

Shares of company held by subsidiary undertakings25

1

The number, description and amount of the shares in the company held by or on behalf of its subsidiary undertakings must be disclosed.

2

Sub-paragraph (1) does not apply in relation to shares in the case of which the subsidiary undertaking is concerned as personal representative or, subject as follows, as trustee.

3

The exception for shares in relation to which the subsidiary undertaking is concerned as trustee does not apply if the company or any of its subsidiary undertakings is beneficially interested under the trust, otherwise than by way of security only for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.

4

Part 2 of Schedule 2 to these Regulations has effect for the interpretation of the reference in sub-paragraph (3) to a beneficial interest under a trust.

Joint ventures26

1

The following information must be given where an undertaking is dealt with in the consolidated accounts by the method of proportional consolidation in accordance with paragraph 18 of this Schedule (joint ventures)—

a

the name of the undertaking,

F114b

the address of the undertaking's registered office (whether in or outside the United Kingdom),

c

the factors on which joint management of the undertaking is based, and

d

the proportion of the capital of the undertaking held by F115or on behalf of undertakings included in the consolidation.

2

Where the financial year of the undertaking did not end with that of the company, there must be stated the date on which a financial year of the undertaking last ended before that date.

Associated undertakings27

1

The following information must be given where an undertaking included in the consolidation has an interest in an associated undertaking.

2

The name of the associated undertaking must be stated.

3

There must be stated—

F116a

the address of the undertaking's registered office (whether in or outside the United Kingdom),

b

if it is unincorporated, the address of its principal place of business.

4

The following information must be given with respect to the shares of the undertaking held—

a

by the parent company, and

b

by the group,

and the information under paragraphs (a) and (b) must be shown separately.

5

There must be stated—

a

the identity of each class of shares held, and

b

the proportion of the nominal value of the shares of that class represented by those shares.

6

In this paragraph “associated undertaking” has the meaning given by paragraph 19 of this Schedule; and the information required by this paragraph must be given notwithstanding that paragraph 20(3) of this Schedule (materiality) applies in relation to the accounts themselves.

Other significant holdings of parent company or group28

1

The information required by paragraphs 29 and 30 must be given where at the end of the financial year the parent company has a significant holding in an undertaking which is not one of its subsidiary undertakings and does not fall within paragraph 26 (joint ventures) or paragraph 27 (associated undertakings).

2

A holding is significant for this purpose if—

a

it amounts to 20% or more of the nominal value of any class of shares in the undertaking, or

b

the amount of the holding (as stated or included in the company's individual accounts) exceeds 20% of the amount of its assets (as so stated).

29

1

The name of the undertaking must be stated.

2

There must be stated—

F117a

the address of the undertaking's registered office (whether in or outside the United Kingdom),

b

if it is unincorporated, the address of its principal place of business.

3

The following information must be given with respect to the shares of the undertaking held by the parent company.

4

There must be stated—

a

the identity of each class of shares held, and

b

the proportion of the nominal value of the shares of that class represented by those shares.

30

1

There must also be stated—

a

the aggregate amount of the capital and reserves of the undertaking as at the end of its relevant financial year, and

b

its profit or loss for that year.

2

That information need not be given in respect of an undertaking if—

a

b

the company's holding is less than 50% of the nominal value of the shares in the undertaking.

3

Information otherwise required by this paragraph need not be given if it is not material.

4

For the purposes of this paragraph the “relevant financial year” of an undertaking is—

a

if its financial year ends with that of the company, that year, and

b

if not, its financial year ending last before the end of the company's financial year.

31

1

The information required by paragraphs 32 and 33 must be given where at the end of the financial year the group has a significant holding in an undertaking which is not a subsidiary undertaking of the parent company and does not fall within paragraph 26 (joint ventures) or paragraph 27 (associated undertakings).

2

A holding is significant for this purpose if—

a

it amounts to 20% or more of the nominal value of any class of shares in the undertaking, or

b

the amount of the holding (as stated or included in the group accounts) exceeds 20% of the amount of the group's assets (as so stated).

32

1

The name of the undertaking must be stated.

2

There must be stated—

F118a

the address of the undertaking's registered office (whether in or outside the United Kingdom),

b

if it is unincorporated, the address of its principal place of business.

3

The following information must be given with respect to the shares of the undertaking held by the group.

4

There must be stated—

a

the identity of each class of shares held, and

b

the proportion of the nominal value of the shares of that class represented by those shares.

33

1

There must also be stated—

a

the aggregate amount of the capital and reserves of the undertaking as at the end of its relevant financial year, and

b

its profit or loss for that year.

2

That information need not be given if—

a

b

the holding of the group is less than 50% of the nominal value of the shares in the undertaking.

3

Information otherwise required by this paragraph need not be given if it is not material.

4

For the purposes of this paragraph the “relevant financial year” of an outside undertaking is—

a

if its financial year ends with that of the parent company, that year, and

b

if not, its financial year ending last before the end of the parent company's financial year.

Parent company's or group's membership of certain undertakings34

1

The information required by this paragraph must be given where at the end of the financial year the parent company or group is a member of a qualifying undertaking.

2

There must be stated—

a

the name and legal form of the undertaking, and

b

the address of the undertaking's registered office (whether in or outside the United Kingdom) or, if it does not have such an office, its head office (whether in or outside the United Kingdom).

3

Where the undertaking is a qualifying partnership there must also be stated either—

a

that a copy of the latest accounts of the undertaking has been or is to be appended to the copy of the company's accounts sent to the registrar under section 444 of the 2006 Act, or

b

the name of at least one body corporate (which may be the company) in whose group accounts the undertaking has been or is to be dealt with on a consolidated basis.

4

Information otherwise required by sub-paragraph (2) need not be given if it is not material.

5

Information otherwise required by sub-paragraph (3)(b) need not be given if the notes to the company's accounts disclose that advantage has been taken of the exemption conferred by regulation 7 of the F1Partnerships (Accounts) Regulations 2008.

F56

In sub-paragraph (1) “member”, in relation to a qualifying undertaking which is a qualifying partnership, has the same meaning as in the Partnerships (Accounts) Regulations 2008.

7

In this paragraph—

“dealt with on a consolidated basis” and “qualifying partnership” have the same meanings as in the Partnerships (Accounts) Regulations 2008;
“qualifying undertaking” means—
1. a
  a qualifying partnership, or
2. b
  an unlimited company each of whose members is—
  1. i
    a limited company,
  2. ii
    another unlimited company each of whose members is a limited company,
  3. iii
    a Scottish partnership which is not a limited partnership, each of whose members is a limited company, or
  4. iv
    a Scottish partnership which is a limited partnership, each of whose general partners is a limited company.

8

In sub-paragraph (7) the references to a limited company, another unlimited company, a Scottish partnership which is not a limited partnership or a Scottish partnership which is a limited partnership include a comparable undertaking incorporated in or formed under the law of a country or territory outside the United Kingdom.

9

In sub-paragraph (7) “general partner” means—

a

in relation to a Scottish partnership which is a limited partnership, a person who is a general partner within the meaning of the Limited Partnerships Act 1907, and

b

in relation to an undertaking incorporated in or formed under the law of any country or territory outside the United Kingdom and which is comparable to a Scottish partnership which is a limited partnership, a person comparable to such a general partner.

10

In sub-paragraphs (7), (8) and (9) “limited partnership” means a partnership registered under the Limited Partnerships Act 1907.

Parent undertaking drawing up accounts for larger group35

1

Where the parent company is itself a subsidiary undertaking, the following information must be given with respect to that parent undertaking of the company which heads—

a

the largest group of undertakings for which group accounts are drawn up and of which that company is a member, and

b

the smallest such group of undertakings.

2

The name of the parent undertaking must be stated.

3

There must be stated—

a

if the undertaking is incorporated outside the United Kingdom, the country in which it is incorporated,

b

if it is unincorporated, the address of its principal place of business.

4

If copies of the group accounts referred to in sub-paragraph (1) are available to the public, there must also be stated the addresses from which copies of the accounts can be obtained.

Identification of ultimate parent companyC536

1

Where the parent company is itself a subsidiary undertaking, the following information must be given with respect to the company (if any) regarded by the directors as being that company's ultimate parent company.

2

The name of that company must be stated.

3

If that company is incorporated outside the United Kingdom, the country in which it is incorporated must be stated (if known to the directors).

4

In this paragraph “company” includes any body corporate.

Construction of references to shares held by parent company or group37

1

References in this Part of this Schedule to shares held by the parent company or the group are to be construed as follows.

2

For the purposes of paragraphs 23, 27(4) and (5) and 28 to 30 (information about holdings in subsidiary and other undertakings)—

a

there must be attributed to the parent company shares held on its behalf by any person; but

b

there must be treated as not held by the parent company shares held on behalf of a person other than the company.

3

References to shares held by the group are to any shares held by or on behalf of the parent company or any of its subsidiary undertakings; but any shares held on behalf of a person other than the parent company or any of its subsidiary undertakings are not to be treated as held by the group.

4

Shares held by way of security must be treated as held by the person providing the security—

a

where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in accordance with his instructions, and

b

where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in his interests.

SCHEDULE 7INTERPRETATION OF TERM “PROVISIONS”

Regulation 12

PART 1MEANING FOR PURPOSES OF THESE REGULATIONS

Definition of “Provisions”1

1

In these Regulations, references to provisions for depreciation or diminution in value of assets are to any amount written off by way of providing for depreciation or diminution in value of assets.

2

Any reference in the profit and loss account formats set out in Part 1 of Schedule 1 to these Regulations to the depreciation of, or amounts written off, assets of any description is to any provision for depreciation or diminution in value of assets of that description.

2

References in these Regulations to provisions for liabilities are to any amount retained as reasonably necessary for the purpose of providing for any liability the nature of which is clearly defined and which is either likely to be incurred, or certain to be incurred but uncertain as to amount or as to the date on which it will arise.

F762A

At the balance sheet date, a provision must represent the best estimate of the expenses likely to be incurred or, in the case of a liability, of the amount required to meet that liability.

F762B

Provisions must not be used to adjust the values of assets.

PART 2MEANING FOR PURPOSES OF PARTS 18 AND 23 OF THE 2006 ACT

Financial assistance for purchase of own shares3

The specified provisions for the purposes of section 677(3)(a) of the 2006 Act (Companies Act accounts: relevant provisions for purposes of financial assistance) are provisions for liabilities within paragraph 2 of this Schedule.

Redemption or purchase by private company out of capital4

The specified provisions for the purposes of section 712(2)(b)(i) of the 2006 Act (Companies Act accounts: relevant provisions to determine available profits for redemption or purchase out of capital) are provisions of any of the kinds mentioned in paragraphs 1 and 2 of this Schedule.

Justification of distribution by references to accounts5

The specified provisions for the purposes of section 836(1)(b)(i) of the 2006 Act (Companies Act accounts: relevant provisions for distribution purposes) are provisions of any of the kinds mentioned in paragraphs 1 and 2 of this Schedule.

F2Realised losses6

The specified provisions for the purposes of section 841(2)(a) of the 2006 Act (Companies Act accounts: treatment of provisions as realised losses) are provisions of any of the kinds mentioned in paragraphs 1 and 2 of this Schedule.

C14SCHEDULE 8GENERAL INTERPRETATION

Regulation 13

Annotations:

Modifications etc. (not altering text)

C14

Sch. 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), 8(2), Sch. 5 (with reg. 2(3)) 9as 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), 45)

C14Financial instruments1

References to “derivatives” include commodity-based contracts that give either contracting party the right to settle in cash or in some other financial instrument, except where such contracts—

a

were entered into for the purpose of, and continue to meet, the company's expected purchase, sale or usage requirements,

b

were designated for such purpose at their inception, and

c

are expected to be settled by delivery of the commodity.

2 F1191

The expressions listed in sub-paragraph (2) have the same meaning as they have in Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements etc of certain types of undertakings.

2

Those expressions are “available for sale financial asset”, “business combination”, “commodity-based contracts”, “derivative”, “equity instrument”, “exchange difference”, “fair value hedge accounting system”, “financial fixed asset”, “financial instrument”, “foreign entity”, “hedge accounting”, “hedge accounting system”, “hedged items”, “hedging instrument”, “held for trading purposes”, “held to maturity”, “monetary item”, “receivables”, “reliable market” and “trading portfolio”.

C14Fixed and current assets3

“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.

C14Historical cost accounting rules4

References to the historical cost accounting rules are to be read in accordance with paragraph 30 of Schedule 1 to these Regulations.

C14Listed investments5

1

“Listed investment” means an investment as respects which there has been granted a listing on—

a

a recognised investment exchange other than an overseas investment exchange, or

b

a stock exchange of repute outside the United Kingdom.

2

“Recognised investment exchange” and “overseas investment exchange” have the meaning given in Part 18 of the Financial Services and Markets Act 2000 M10.

C14Loans6

A loan is treated as falling due for repayment, and an instalment of a loan is treated as falling due for payment, on the earliest date on which the lender could require repayment or (as the case may be) payment, if he exercised all options and rights available to him.

C14Materiality7

Amounts which in the particular context of any provision of Schedule 1 to these Regulations are not material may be disregarded for the purposes of that provision.

C14Participating interests8

1

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% or more of the shares of the undertaking is to be presumed to be a participating interest unless the contrary is shown.

3

The reference in sub-paragraph (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 paragraph an interest held on behalf of an undertaking is to be treated as held by it.

5

In the balance sheet and profit and loss formats set out in F23Section B of Part 1 of Schedule 1 F120... to these Regulations, “participating interest” does not include an interest in a group undertaking.

6

For the purpose of this paragraph 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 19 of Schedule 6 (group accounts: undertakings to be accounted for as associated undertakings),

the references in sub-paragraphs (1) to (4) to the interest held by, and the purposes and activities of, the undertaking concerned are to 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).

C14Purchase price9

“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.

C14Realised profits and losses10

“Realised profits” and “realised losses” have the same meaning as in section 853(4) and (5) of the 2006 Act.

C14Staff costs11

1

“Social security costs” means any contributions by the company to any state social security or pension scheme, fund or arrangement.

2

“Pension costs” includes—

a

any costs incurred by the company in respect of any pension scheme established for the purpose of providing pensions for persons currently or formerly employed by the company,

b

any sums set aside for the future payment of pensions directly by the company to current or former employees, and

c

any pensions paid directly to such persons without having first been set aside.

3

Any amount stated in respect of the item “social security costs” or in respect of the item “wages and salaries” in F24the profit and loss account F121Format 2 in Section B of Part 1 of Schedule 1 must be determined by reference to payments made or costs incurred in respect of all persons employed by the company during the financial year under contracts of service.

(This note is not part of the Regulations)

These Regulations specify the form and content of the accounts and directors' report of companies subject to the small companies regime under Part 15 of the Companies Act 2006 (c.46) (“the 2006 Act”). Section 381 of the 2006 Act defines what is meant by “small companies regime”. The Regulations replace provisions previously contained in the Schedules to Part 7 of the Companies Act 1985 (c.6) (“the 1985 Act”) and in the Schedules to Part 8 of the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) (“the 1986 Order”). They extend to the whole of the United Kingdom, reflecting the extent of the 2006 Act.

The Regulations come into force on 6th April 2008, and apply in relation to financial years beginning on or after that date (regulation 2). The corresponding provisions of the 1985 Act or the 1986 Order continue to apply to accounts and directors' reports for financial years beginning before that date.

The Regulations continue the implementation of the following Directives-

Council Directive 78/660/EEC on the annual accounts of certain types of companies (“the Fourth Directive”) (O.J.L222 of 14.8.1978, page 1), and

Council Directive 83/349/EEC on consolidated accounts (“the Seventh Directive”) (O.J. L193 of 18.7.1983, page 1).

Regulation 3(1) of, and Schedule 1 to, the Regulations specify the form and content of the individual accounts of a company which is subject to the small companies regime and which is preparing Companies Act individual accounts. Schedule 1 re-enacts Schedule 8 to the 1985 Act and Schedule 8 to the 1986 Order, with one substantive modification.

Paragraph 36(4) of Schedule 1 implements article 1.5 of Directive 2006/46 of the European Parliament and the Council of 14th June 2006 amending the Fourth and Seventh Directives and Council Directives 86/635/EEC on the annual accounts and consolidated accounts of banks and other financial institutions and 91/674/EEC on the annual accounts and consolidated accounts of insurance undertakings (O.J. L224 of 16th August 2006, pages 1 to 7). The Directive is also to be implemented by the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, the Companies Act 2006 (Amendment) (Accounts and Reports) Regulations 2008, and by the Financial Services Authority using powers under the Financial Services and Markets Act 2000 (c.8).

Paragraph 36(4) of Schedule 1 gives companies the option of including financial instruments in the accounts at a fair value provided that they may be so included under international accounting standards adopted under the IAS Regulation (as defined in section 474(1) of the 2006 Act) on or before 5th September 2006, and provided that the disclosures required by such standards are made.

Regulation 4 of, and Schedule 2 to, the Regulations re-enact the requirements of Part 1 of Schedule 5 to the 1985 Act and Part 1 of Schedule 5 to the 1986 Order for small companies. They concern information about related undertakings which must be provided in the notes to a company's individual accounts, whether they are Companies Act accounts or IAS accounts.

Regulation 5 of, and Schedule 3 to, the Regulations re-enact the requirements of Part 1 of Schedule 6 to the 1985 Act and Part 1 of Schedule 6 to the 1986 Order as they apply to small companies. They concern information about directors' remuneration which must be provided in the notes to a company's individual accounts, whether they are Companies Act accounts or IAS accounts.

Regulation 6 of, and Schedule 4 to, the Regulations make provision about Companies Act individual accounts which may be delivered to the registrar of companies for a small company under section 444 of the 2006 Act. Schedule 4 re-enacts Schedule 8A to the 1985 Act and Schedule 8A to the 1986 Order.

Regulation 7 of, and Schedule 5 to, the Regulations specify information to be included in the directors' report which a company's directors are required to prepare under section 415 of the 2006 Act. Schedule 5 re-enacts the provisions in Schedule 7 to the 1985 Act and Schedule 7 to the 1986 Order as they apply to small companies, with two modifications – the thresholds for disclosure of political donations and expenditure and charitable donations have been raised from £200 to £2000 (paragraphs 2 and 4), and provision is now made for disclosure of donations to independent election candidates (paragraph 2).

Regulation 8 of, and Part 1 of Schedule 6 to, the Regulations specify the form and content of Companies Act group accounts which a parent company subject to the small companies regime may choose to prepare, although not required to do so (see section 398 of the 2006 Act). The Schedule re-enacts Schedule 4A to the 1985 Act and Schedule 4A to the 1986 Order as they apply to small companies, save that paragraphs 9, 13 and 17 have been simplified to facilitate convergence with international accounting standards.

Regulations 9 and 10 apply the provisions of Schedule 3 (information in notes to accounts about directors' benefits) and Part 2 of Schedule 6 (information in notes about related undertakings) to Companies Act or IAS group accounts which the directors of a small parent company choose to prepare. Part 2 of Schedule 6 re-enacts Part 2 of Schedule 5 to the 1985 Act and Part 2 of Schedule 5 to the 1986 Order.

Regulation 11 makes provision for exemptions from Companies Act group accounts which may be delivered to the registrar of companies for a small parent company under section 444 of the 2006 Act.

Regulation 12 of, and Schedule 7 to, the Regulations define the term “provisions” for the purposes of the Regulations and for the purposes of sections 677(3)(a) (Companies Act accounts: relevant provisions for purposes of financial assistance), 712(2)(b)(i) (Companies Act accounts: relevant provisions to determine available profits for redemption or purchase out of capital) and 836(1)(b)(i) (Companies Act accounts: relevant provisions for distribution purposes) of the 2006 Act.

Regulation 13 of, and Schedule 8 to, the Regulations contain general interpretation provisions.

A transposition note has been prepared which sets out how Directive 2006/46 is to be transposed into UK law. An Impact Assessment of the effect that the implementation of Directive 2006/46 will have on the costs of business, charities or voluntary bodies has also been prepared. Both are available from the Department for Business, Enterprise and Regulatory Reform, Corporate Law and Governance Directorate, 1 Victoria Street, London SW1. They are also available electronically at www.berr.gov.uk. Copies have also been placed in the libraries of both Houses of Parliament. Otherwise, an Impact Assessment has not been produced for these Regulations as they have only a negligible impact on the costs of business, charities or voluntary bodies.