Section 446 | Filing obligations of unquoted companies

From legislation.gov.uk

(1)The directors of an unquoted company must deliver to the registrar for each financial year of the company a copy of—

(a)the company's annual accounts, . . .^F1

(aa)the strategic report,^F2

(b)the directors' report , ... and^F3F4F5

(ba)Repealed^F6F3

(c)any separate corporate governance statement.^F3

(2)The directors must also deliver to the registrar a copy of the auditor's report on those accounts (and the strategic report (where this is covered by the auditor’s report), the directors' report ... and any separate corporate governance statement).This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption.^F7F8F9

(3)The copies of the balance sheet , strategic report , directors' report ... and any separate corporate governance statement delivered to the registrar under this section must state the name of the person who signed it on behalf of the board.^F10F11F12

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

(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

(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.

(4A)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.^F13

(5)This section does not apply to companies within—^F14

(a)section 444 (filing obligations of companies subject to the small companies regime), . . .^F14F15

(aa)section 444A (filing obligations of companies entitled to small companies exemption in relation to directors' report), or^F14F16

(b)section 445 (filing obligations of medium-sized companies).^F14

(5)This section does not apply to companies within—^F14

(a)section 443A (filing obligations of micro-entities),^F14

(b)section 444 (filing obligations of small companies other than micro-entities), or^F14

(c)section 445 (filing obligations of medium-sized companies).^F14

Notes

F1
Word following s. 446(1)(a) omitted (27.6.2009) by virtue of The Companies Act 2006 (Accounts, Reports and Audit) Regulations 2009 (S.I. 2009/1581), reg. 3(2) (with application as stated in reg. 1(3))
F2
S. 446(1)(aa) inserted (with effect in accordance with reg. 1(4) of the amending S.I.) by The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), reg. 1(2)(3), Sch. para. 10(a)
F3
S. 446(1)(c) and preceding word inserted (27.6.2009) by The Companies Act 2006 (Accounts, Reports and Audit) Regulations 2009 (S.I. 2009/1581), reg. 3(2) (with application as stated in reg. 1(3))
F4
Word in s. 446(1)(b) omitted (10.6.2019) by virtue of The Companies (Directors Remuneration Policy and Directors Remuneration Report) Regulations 2019 (S.I. 2019/970), regs. 1, 22(a)(i)
F5
Word in s. 446(1) inserted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 8(a)(i)
F6
S. 446(1)(ba) and word omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 8(a)(ii)
F7
Words in s. 446(2) inserted (with effect in accordance with reg. 1(4) of the amending S.I.) by The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), reg. 1(2)(3), Sch. para. 10(b)
F8
Words in s. 446(2) omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 8(b)
F9
Words in s. 446(2) inserted (27.6.2009) by The Companies Act 2006 (Accounts, Reports and Audit) Regulations 2009 (S.I. 2009/1581), reg. 3(3) (with application as stated in reg. 1(3))
F10
Words in s. 446(3) inserted (with effect in accordance with reg. 1(4) of the amending S.I.) by The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), reg. 1(2)(3), Sch. para. 10(c)
F11
Words in s. 446(3) substituted (27.6.2009) by The Companies Act 2006 (Accounts, Reports and Audit) Regulations 2009 (S.I. 2009/1581), reg. 3(6) (with application as stated in reg. 1(3))
F12
Words in s. 446(3) omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 8(b)
F13
S. 446(4A) 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. 11 (with reg. 2(6)(7))
F14
S. 446(5) 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. 55(6), 219(1)(2)(b)
F15
Word in s. 446(5) omitted (6.4.2008) by virtue of The Companies Act 2006 (Amendment) (Accounts and Reports) Regulations 2008 (S.I. 2008/393), reg. 6(9)
F16
S. 446(5)(aa) inserted (6.4.2008) by The Companies Act 2006 (Amendment) (Accounts and Reports) Regulations 2008 (S.I. 2008/393), reg. 6(9)(a)