Section 444 | Filing obligations of small companies other than micro-entities

From legislation.gov.uk

(1)The directors of a company subject to the small companies regime—^F1

(a)must deliver to the registrar for each financial year a copy of the balance sheet drawn up as at the last day of that year, and^F1F2

(b)may also deliver to the registrar—^F1

(i)a copy of the company's profit and loss account for that year, and^F1

(ii)a copy of the directors' report for that year.^F1

(2)Where the directors deliver to the registrar a copy of the company’s profit and loss account under subsection (1)(b)(i), the directors must also deliver to the registrar a copy of the auditor's report on the accounts (and any directors' report) that it delivers.This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption.^F1F3F4

(2A)Where the balance sheet or profit and loss account is abridged pursuant to paragraph 1A of Schedule 1 to the Small Companies and Groups (Accounts and Directors’ Report) Regulations ( S.I. 2008/409 ) , the directors must also deliver to the registrar a statement by the company that all the members of the company have consented to the abridgement.^F1F5

(3)... the copies of accounts and reports delivered to the registrar must be copies of the company’s annual accounts and reports.^F1F6F7

(3A)Repealed^F8F1

(3B)Repealed^F8F1

(4)Repealed^F9F1

(5)Where the directors of a company subject to the small companies regime ...—^F1F10

(a)do not deliver to the registrar a copy of the company's profit and loss account, or^F1

(b)do not deliver to the registrar a copy of the directors' report,^F1

the copy of the balance sheet delivered to the registrar must contain in a prominent position a statement that the company's annual accounts and reports have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

(5A)Subject to subsection (5C), where the directors of a company subject to the small companies regime do not deliver to the registrar a copy of the company’s profit and loss account—^F1F11

(a)the copy of the balance sheet delivered to the registrar must disclose that fact, and^F1F11

(b)unless the company is exempt from audit and the directors have taken advantage of that exemption, the notes to the balance sheet delivered must satisfy the requirements in subsection (5B).^F1F11

(5B)Those requirements are that the notes to the balance sheet must—^F1F11

(a)state whether the auditor’s report was qualified or unqualified,^F1F11

(b)where that report was qualified, disclose the basis of the qualification (reproducing any statement under section 498(2)(a) or (b) or section 498(3), if applicable),^F1F11

(c)where that report was unqualified, include a reference to any matters to which the auditor drew attention by way of emphasis, and^F1F11

(d)state—^F1F11

(i)the name of the auditor and (where the auditor is a firm) the name of the person who signed the auditor’s report as senior statutory auditor, or^F1F11

(ii)if the conditions in section 506 (circumstances in which names may be omitted) are met, that a resolution has been passed and notified to the Secretary of State in accordance with that section.^F1F11

(5C)Subsection (5A) does not apply in relation to a company if—^F1F11

(a)the company qualifies as a micro-entity (see sections 384A and 384B) in relation to a financial year, and^F1F11

(b)the company’s accounts are prepared for that year in accordance with any of the micro-entity provisions.^F1F11

(6)The copies of the balance sheet and any directors' report delivered to the registrar under this section must state the name of the person who signed it on behalf of the board.^F1

(7)The copy of the auditor's report delivered to the registrar under this section must—^F1

(a)state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or^F1

(b)if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.^F1

(8)If more than one person is appointed as auditor, the references in subsections (5B)(d)(i) and (7)(a) to the name of the auditor are to be read as references to the names of all the auditors.^F1F12

(1)The directors of a company that is subject to the small companies regime in relation to a financial year, or that would be so subject but for being or having been a member of an ineligible group, must deliver to the registrar a copy of—^F1

(a)the company’s annual accounts, and^F1

(b)the directors’ report.^F1

(2)The directors must also deliver to the registrar a copy of the auditor’s report on those accounts (and on the directors’ report).This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption.^F1

(3)The copies of the balance sheet and directors’ report delivered to the registrar under this section must state the name of the person who signed it on behalf of the board.^F1

(4)The copy of the auditor’s report delivered to the registrar under this section must—^F1

(a)state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or^F1

(5)If more than one person is appointed as auditor, the reference in subsection (4)(a) to the name of the auditor is to be read as a reference to the names of all the auditors.^F1

(6)This section does not apply to companies within section 443A (filing obligations of companies that qualify as micro-entities).^F1

Notes

F1
S. 444 substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 54, 219(1)(2)(b)
F2
Words in s. 444(1)(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), 8(3)(a) (with reg. 3)
F3
Words in s. 444(2) 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), 8(3)(b) (with reg. 3)
F4
Words in s. 444(2) substituted (6.4.2008) by The Companies Act 2006 (Amendment) (Accounts and Reports) Regulations 2008 (S.I. 2008/393), reg. 12
F5
S. 444(2A) 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), 8(3)(c) (with reg. 3)
F6
S. 444(3) 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), 6(a) (with reg. 3)
F7
Words in s. 444(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), 8(3)(d) (with reg. 3)
F8
S. 444(3A)(3B) 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), 8(3)(e) (with reg. 3)
F9
S. 444(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), 8(3)(e) (with reg. 3)
F10
Words in s. 444(5) 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), 8(3)(f) (with reg. 3)
F11
S. 444(5A)-(5C) 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), 8(3)(g) (with reg. 3)
F12
S. 444(8) inserted (with effect in accordance with reg. 2(3) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 1 para. 8 (with reg. 2(6)(7))