The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 No. 145

SCHEDULE 2 U.K. Amendments made under the European Union (Withdrawal) Act 2018: primary legislation

PART 1 U.K. Amendments to the Companies Act 2006

1.  The Companies Act 2006 is amended in accordance with this Part of this Schedule. U.K.

Commencement Information

I1 Sch. 2 para. 1 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

2.  In section 384(2)(b) (companies excluded from the small companies regime), for “regulated market in an EEA State” substitute “ UK regulated market ”. U.K.

Commencement Information

I2 Sch. 2 para. 2 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

3.  In section 384B(1) (companies excluded from being treated as micro entities) M1 — U.K.

(a) in the opening words omit “was”;

(b) at the beginning of paragraph (a) insert “ was ”;

(c) in paragraph (b)—

(i) at the beginning insert “ would have been ”;

(ii) at the end before the comma insert “ were the United Kingdom a member State ”;

(d) in paragraph (c)—

(i) at the beginning insert “ would have been ”;

(ii) at the end before the comma insert “ were the United Kingdom a member State ”;

(e) in paragraph (d), for the words from “other than one” to the end substitute “ which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation, ”;

(f) in paragraph (e)—

(i) at the beginning insert “ would have been ”;

(ii) at the end insert “ were the United Kingdom a member State ”; and

(g) at the beginning of paragraph (f) insert “ was ”.

Commencement Information

I3 Sch. 2 para. 3 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M1 Section 384B(1)(d) is amended by paragraph 1 of Schedule 1 to these Regulations.

4.  In section 392 (alteration of accounting reference date)— U.K.

(a) in subsection (3)(a), in both places it occurs, for “EEA” substitute “ UK ”; and

(b) in subsection (6)—

(i) for “EEA undertaking” substitute “ UK undertaking ”; and

(ii) omit “or the law of any other EEA State”.

Commencement Information

I4 Sch. 2 para. 4 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

5.  In section 394A (individual accounts: exemption for dormant subsidiaries) M2 — U.K.

(a) in subsection(1)(c), for “an EEA State” substitute “ any part of the United Kingdom ”; and

(b) for subsection (2)(c)(i), substitute—

“(i) if the undertaking is a company, the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or”.

Commencement Information

I5 Sch. 2 para. 5 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M2 Section 394A was inserted by S.I. 2012/2301, and amended by S.I. 2015/980.

6.  M3 In section 394C(2) (dormant subsidiaries exemption: parent undertaking declaration of guarantee) — U.K.

[F1 (a) for paragraph (b), substitute—

“(b) the registered number (if any) of the parent undertaking,”; and]

(b) omit paragraph (c).

Textual Amendments

F1 Sch. 2 para. 6(a) substituted (31.12.2020 immediately before IP completion day) by The Statutory Auditors, Third Country Auditors and International Accounting Standards (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/1392), regs. 1(2), 10(a); 2020 c. 1, Sch. 5 para. 1(1)

Commencement Information

I6 Sch. 2 para. 6 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M3 Section 394C was inserted by S.I. 2012/2301.

7.  In section 395(4) (individual accounts: applicable accounting framework) M4 — U.K.

(a) in paragraph (b), for “regulated market in an EEA State” substitute “ UK regulated market ”; and

(b) in paragraph (c), for “regulated market in an EEA State” substitute “ UK regulated market ”.

Commencement Information

I7 Sch. 2 para. 7 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M4 Section 395 was amended by S.I. 2008/393 and 2012/2301.

8.  In section 399 (duty to prepare group accounts) M5 — U.K.

(a) in subsection (2B)—

(i) in paragraph (a), for “an EEA State” substitute “ any part of the United Kingdom ”;

(ii) in paragraph (b), for the words from “Directive 2013/34/EU” to the end substitute “ the requirements of this Part of this Act, and ”; and

(iii) for paragraph (c) substitute—

“(c) it—

(i) is an undertaking whose transferable securities are admitted to trading on a UK regulated market,

(ii) is a credit institution within the meaning given by Article 4(1)(1) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council, which is a CRR firm within the meaning of Article 4(1)(2A) of that Regulation, or

(iii) would be an insurance undertaking within the meaning given by Article 2(1) of Council Directive 91/674/EEC of the European Parliament and of the Council on the annual accounts of insurance undertakings M6 were the United Kingdom a member State.”; and

(b) in subsection (3)—

(i) in the descriptive text in brackets after “section 400”, for “EEA” substitute “ UK ”; and

(ii) in the descriptive text in brackets after “section 401”, for “non-EEA” substitute “ non-UK ”.

Commencement Information

I8 Sch. 2 para. 8 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M5 Section 399 was amended by S.I. 2015/980 and 2016/1245.

M6 OJ L 374, 31.12.1991, p. 7.

9.  In section 400 (exemption for company included in EEA accounts of a larger group) M7 — U.K.

(a) in the heading, for “EEA” substitute “ UK ”;

(b) in subsection (1), for “an EEA State” substitute “ any part of the United Kingdom ”; and

(c) in subsection (2)—

(i) in paragraph (a), for “an EEA State” substitute “ any part of the United Kingdom ”;

(ii) in the opening words of paragraph (b), omit “, according to that law”;

(iii) for paragraph (b)(i) substitute—

“(i) if the undertaking is a company, in accordance with the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or”; and

(iv) in paragraph (d)(i), omit “(whether in or outside the United Kingdom)”.

Commencement Information

I9 Sch. 2 para. 9 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M7 Section 400 was amended by S.I. 2015/980.

10.  In section 401 (exemption for company included in non-EEA accounts of larger group) M8 — U.K.

(a) in the heading, for “non-EEA” substitute “ non-UK ”;

(b) in subsection (1), for “an EEA State” substitute “ any part of the United Kingdom ”; and

(c) in subsection (2)(b)—

(i) omit sub-paragraph (i); and

(ii) in sub-paragraph (ii), for “so drawn up” substitute “ drawn up in accordance with the requirements of this Part of this Act ”.

Commencement Information

I10 Sch. 2 para. 10 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M8 Section 401 was amended by S.I. 2015/980.

11.  In section 403(5) (group accounts: relevant change of circumstances in relation to applicable accounting framework) M9 — U.K.

(a) in paragraph (b), for “regulated market in an EEA State” substitute “ UK regulated market ”; and

(b) in paragraph (c), for “regulated market in an EEA State” substitute “ UK regulated market ”.

Commencement Information

I11 Sch. 2 para. 11 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M9 Section 403 was amended by S.I. 2012/2301.

12.  In section 414CA (non-financial information statement) M10 — U.K.

(a) in subsection (7), omit paragraph (b) and the “or” preceding it; and

(b) omit subsection (9).

Commencement Information

I12 Sch. 2 para. 12 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M10 Section 414CA was inserted by S.I. 2016/1245.

13.  In section 448A (dormant subsidiaries exempt from obligation to file accounts) M11 — U.K.

(a) in subsection (1)(c), for “an EEA State” substitute “ any part of the United Kingdom ”; and

(b) for subsection (2)(c)(i) substitute—

“(i) if the undertaking is a company, the requirements of this Part of this Act, or, if the undertaking is not a company, the legal requirements which apply to the drawing up of consolidated accounts for that undertaking, or”.

Commencement Information

I13 Sch. 2 para. 13 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M11 Section 448A was inserted by S.I. 2012/2301 and amended by S.I. 2015/980.

14.  M12 In section 448C(2) (dormant subsidiaries filing exemption: parent undertaking declaration of guarantee) — U.K.

[F2 (a) for paragraph (b), substitute—

“(b) the registered number (if any) of the parent undertaking,”; and]

(b) omit paragraph (c).

Textual Amendments

F2 Sch. 2 para. 14(a) substituted (31.12.2020 immediately before IP completion day) by The Statutory Auditors, Third Country Auditors and International Accounting Standards (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/1392), regs. 1(2), 10(b); 2020 c. 1, Sch. 5 para. 1(1)

Commencement Information

I14 Sch. 2 para. 14 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M12 Section 448C was inserted by S.I. 2012/2301.

15.  In section 461(4)(h) (permitted disclosure of information obtained under compulsory powers) M13 , before “EU obligation” insert “ retained ”. U.K.

Commencement Information

I15 Sch. 2 para. 15 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M13 Section 461(4)(h) was amended by S.I. 2011/1043. There are other amending instruments to section 461, but none is relevant.

16.  In section 467(2)(b) (companies excluded from being treated as medium-sized), before “regulated market” insert “ UK ”. U.K.

Commencement Information

I16 Sch. 2 para. 16 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

17.  In section 474(1) (minor definitions) M14 — U.K.

(a) in the definition of “MiFID investment firm”—

(i) in the opening words, for “Article 4.1.1 of Directive 2014/65/EU” substitute “ Article 2.1A of Regulation (EU) No. 600/2014 ”; and

(ii) in paragraph (a), for the words from “to which that Directive” to the end substitute “ which is exempted from the definition of “investment firm” by Schedule 3 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001/544) M15 , ”; and

(b) in the definition of “traded company”, before “regulated market” insert “ UK ”.

Commencement Information

I17 Sch. 2 para. 17 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M14 Section 474(1) was amended by S.I. 2915/980; there are other amending instruments but none is relevant.

M15 S.I. 2001/544, amended by S.I. 2017/488 and 2018/1403; there are other amending instruments but none is relevant.

18.  In section 1173 M16 (minor definitions: general)— U.K.

(a) in subsection (1)—

(i) after the definition of “the data protection legislation” insert—

““EU regulated market” has the meaning given in Article 2.1.13B of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;”;

(ii) for the definition of “regulated market” substitute—

““regulated market” has the meaning given in Article 2.1.13 of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;”;

(iii) after the definition of “transferable securities” insert—

““UK regulated market” has the meaning given in Article 2.1.13A of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;”;

(b) omit subsection (2).

Commencement Information

I18 Sch. 2 para. 18 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)

Marginal Citations

M16 Section 1173 was amended by paragraph 124 of Schedule 19 to the Data Protection Act 1998 (c. 12) and S.I. 2013/3115, 2015/980, 2016/649 and 2017/701.

19.  In Schedule 8 (index of defined expressions), at the appropriate places insert— U.K.

“EU regulated market

section 1173(1)”

“UK regulated market

section 1173(1)”

Commencement Information

I19 Sch. 2 para. 19 in force at 31.12.2020 on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)(c)