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

PART 2 U.K. INFORMATION ABOUT RELATED UNDERTAKINGS WHERE COMPANY PREPARING GROUP ACCOUNTS (COMPANIES ACT OR IAS GROUP ACCOUNTS)

Modifications etc. (not altering text)

C1 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 interpretation U.K.

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

Subsidiary undertakings U.K.

22.—(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—

[F1 (a) 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.

Textual Amendments

F1 Sch. 6 para. 22(3)(a) 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), 23(2) (with reg. 3)

Holdings in subsidiary undertakings U.K.

23.—(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 consolidation U.K.

24.—(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 undertakings U.K.

25.—(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 ventures U.K.

26.—(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,

[F2 (b) 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 [F3 or 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.

Textual Amendments

F2 Sch. 6 para. 26(1)(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), 23(3) (with reg. 3)

F3 Words in Sch. 6 para. 26(1)(d) inserted (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), 23(4) (with reg. 3)

Associated undertakings U.K.

27.—(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—

[F4 (a) 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.

Textual Amendments

F4 Sch. 6 para. 27(3)(a) 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), 23(5) (with reg. 3)

Other significant holdings of parent company or group U.K.

28.—(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. U.K.

(2) There must be stated—

[F5 (a) 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.

Textual Amendments

F5 Sch. 6 para. 29(2)(a) 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), 23(6) (with reg. 3)

30.—(1) There must also be stated— U.K.

(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) 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 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). U.K.

(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. U.K.

(2) There must be stated—

[F6 (a) 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.

Textual Amendments

F6 Sch. 6 para. 32(2)(a) 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), 23(7) (with reg. 3)

33.—(1) There must also be stated— U.K.

(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) 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 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 undertakings U.K.

34.—(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 [F7 Partnerships (Accounts) Regulations 2008].

[F8 (6) 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—

(a)

a qualifying partnership, or

(b)

an unlimited company each of whose members is—

(i)

a limited company,

(ii)

another unlimited company each of whose members is a limited company,

(iii)

a Scottish partnership which is not a limited partnership, each of whose members is a limited company, or

(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.]

Textual Amendments

F7 Words in Sch. 6 para. 34(5)(6) substituted (with application in accordance with reg. 1(2) of the amending S.I.) by The Partnerships (Accounts) Regulations 2008 (S.I. 2008/569), regs. 1(2), 17(1)(b)

F8 Sch. 6 para. 34(6)-(10) substituted for Sch. 6 para. 34(6) (with application in accordance with reg. 1(2) of the amending S.I.) by The Companies and Partnerships (Accounts and Audit) Regulations 2013 (S.I. 2013/2005), regs. 1(1), 5(2) (with reg. 1(5)(6))

Parent undertaking drawing up accounts for larger group U.K.

35.—(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 company U.K.

36.—(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.

Modifications etc. (not altering text)

C2 Sch. 6 para. 36 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)(g)

Construction of references to shares held by parent company or group U.K.

37.—(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.