Accounts and Accounting Reference Date - GBA3 Companies Act 2006

September 2008 - Version 3

Guidance booklet for accounting reference periods which begin on or after 06 April 2008.

For accounting periods starting before 06 April 2008 please see guidance GBA3 www.companieshouse.gov.uk/about/gbhtml/gba3.shtml

When reading these guidance notes, you need to be aware of the following:

Some (but not all) of the provisions in the Companies Act 2006 have come into force.  Therefore, some provisions in the Companies Act 1985 remain relevant. We have tried as far as possible to make it clear throughout these notes which Act applies. If you would like to find out more you may wish to visit our website at www.companieshouse.gov.uk where you can find out which provisions in the respective Acts are in force. Our website also contains a link to the BERR (The Department for Business, Enterprise and Regulatory Reform) website www.berr.gov.uk/bbf/co-act-2006/index.html where you can find further information. Some provisions in the new Act are subject to transitional arrangements. We will as far as possible explain these in this guidance and give details on our website.

There are two further stages in the implementation of the Companies Act 2006 scheduled for October 2008 and October 2009. We will update any guidance notes affected by those implementations at the time. You may wish also to keep an eye on our website where we will publish more information as the implementation process continues so you can access the most up to date information.

Until October 2009, these guidance notes apply only to companies formed in Great Britain (England, Wales and Scotland).  The separate system in Northern Ireland is then scheduled to merge into a single system for the whole of the United Kingdom.

Introduction
This is a guide for all companies to the rules governing public disclosure of accounts.  This should be read together with the Companies Act 2006 and the relevant regulations which are available to view on www.opsi.gov.uk

• The Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008
• The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008
• The Companies Act 2006 (Amendment) (Accounts and Reports) Amendment) Regulations 2008
• The Partnerships (Accounts) Regulations 2008
• The Companies Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007

 The guide covers three main topics:

• Accounting reference dates
  
  Every company has an accounting reference date which is its financial year-end. It is also the date that determines when accounts are due for delivery to Companies House.  You must tell Companies House when you have changed the date. It can be costly if you forget to tell us and prepare accounts to the wrong date. If you do, we will refuse registration of the accounts and you will have to prepare fresh accounts to the accounting reference date held on record at Companies House.

• Preparing and filing accounts
  
  All companies must prepare a set of accounts for their members and a set for filing at Companies House.  For large companies, both sets of accounts are identical.  Small and medium-sized companies may choose to comply with separate requirements for the accounts that the company must prepare for its members and those that must be filed at Companies House.  There is a deadline for delivering acceptable accounts which comply with all relevant legal requirements to Companies House. If you miss the deadline we will issue an automatic penalty, without exception. So it is important that you, your accountants and your auditors are aware of the filing deadline. 
  
  The requirements and filing deadlines of the Companies Act 2006 are not the same as those of Her Majesty’s Revenue and Customs, the Charity Commission or other regulatory bodies such as the Financial Services Authority.  It is the directors’ responsibility to be aware of the different requirements. 
  
  This guide focuses on the accounts and reports which small and medium-sized companies must deliver to Companies House.  Large companies are subject to more complex requirements which are outside the scope of this booklet.
  
  This booklet does not deal with the content of accounts of companies which are drawn up under International Accounting Standards.  The publication and filing requirements are the same as for the accounts of companies not drawn up under International Accounting Standards, with a slight variation for the accounts of small companies delivered to Companies House – see Chapter 5, question 2.3.

• Content of accounts
  
  This guide cannot tell you how to prepare company accounts.  You should consider seeking professional advice - also see the Companies Act 2006 and the relevant regulations.  But it will tell you which documents make up a set of accounts, what exemptions you may be able to take advantage of, and whether you must appoint an auditor and present an audited set of accounts.

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Chapter 1
Accounting reference dates

1. What is a financial year?

A financial year is usually a 12 month period for which you must prepare annual financial statements.  Every company must prepare annual accounts that report on the performance and activities of the company during the financial year. This starts on the day after the previous financial year ended or, in the case of a new company, on the day of incorporation.

Financial years are determined by reference to an accounting reference period.

The accounting reference period ends on the accounting reference date - see Chapter 1, question 2, or a date up to seven days either side of it, if this is more convenient.

2. How is the accounting reference date determined?

For all new companies, the legislation sets the first accounting reference date as the first anniversary of the last day in the month in which the company was incorporated. The subsequent accounting reference dates will automatically be on the same date each year.  For example, if the company was incorporated on 6th April 2008 its first accounting reference date would be 30 April 2009 and 30 April for every year thereafter.

3. Can I change the accounting reference date?

Yes, you can change the current or the immediately previous accounting reference date by extending or shortening the period.   To do this you must notify Companies House on a change of accounting reference date form (Form 225).  You must submit an acceptable change of accounting reference date form before the filing deadline of the accounts for the period that you wish to change – see Chapter 10 question 5 for how to access this form.  In other words, if Companies House is expecting accounts for a particular accounting reference period and they become overdue, it is too late to say that you wanted to change the accounting reference date.

Private companies normally have 9 months and public companies 6 months to submit their accounts to Companies House after the end of each accounting reference period. The period allowed for submitting a company's first accounts and for changing its accounting reference date is different and we explain this in Chapter 4.

Please be aware of the definition of a period of months in connection with filing accounts.

A period of months after a given date ends on the corresponding date in the appropriate month. For example a private company with an accounting reference date of 4th April has until midnight on 4th January of the following year to deliver its accounts, not 31 January. 

This does not apply if your accounting reference date is the last day of the month.  In this case the period allowed for filing accounts would end with the last day of the appropriate month.  For example a private company with an accounting reference date of 30th April has until midnight on 31st January of the following year to deliver its accounts, not 30 January.

You may change an accounting reference date by shortening an accounting reference period as often as you like and by as many months as you like.   
However, there are restrictions on extending accounting reference periods:

• You may not extend a period so that it lasts more than 18 months from the start date of the accounting period unless the company is in administration;
• You may not extend more than once in 5 years unless:
  (a) the company is in administration;
  (b) the Secretary of State has directed this; or
  (c) the company is aligning its accounting reference date with that of a subsidiary or parent undertaking under the law  of the UK or another state in the European Economic Area (EEA).  Countries comprising the European Economic Area (EEA) are as follows:
  

5. Are the rules the same for companies incorporated overseas?

A company incorporated overseas which has registered:

• a branch in Great Britain, and which does not have to publish audited accounts in its country of incorporation; or
• a place of business in Great Britain;

is subject to the same accounting reference date rules except that there are no restrictions as to how often it may extend accounting periods. They use the same change of accounting reference date form to change the accounting reference date.

A company incorporated overseas which has registered a branch in Great Britain or another state in the European Economic Area , and which does have to publish accounts in its country of incorporation is subject to different rules - see our guidance, 'Overseas Companies'.

6. Are there any extra restrictions when changing a company’s first Accounting Reference Date?

No. The restrictions for changing any period are the same as those described in Chapter 1 question 5 above.

It is worth noting that when attempting to extend your first accounting period to the maximum 18 months you must count the date of incorporation as the first day of the period, regardless of when you started trading.  Many companies make the mistake of simply adding 6 months to the end of the period, which will extend the period beyond 18 months. 

Chapter 2
Accounting Records

1. What are accounting records?

Accounting records are records which are sufficient to show and explain a company’s transactions and to disclose (with reasonable accuracy) its financial position at any time.  The accounting records must enable the directors to prepare accounts that comply with the Companies Act or International Accounting Standards.

2. Do all companies have to keep accounting records?

Yes. Every company, whether or not they are trading, must keep accounting records. 

3. What must accounting records include?

Accounting records must in particular contain:

• Entries showing all money received and expended by the  company; and
• A record of the assets and liabilities.

Also, where the company’s business involves dealing in goods the records must contain:

• Statements of stock held by the company at the end of each financial year;
• All statements of stock takings from which you have taken or prepared any statements of stock; and
• Statement of all goods sold and purchased, other than by ordinary retail trade.  This should list the goods, the buyers and sellers.

Parent companies must take reasonable steps to ensure that any subsidiary undertaking keeps sufficient accounting records so that the directors of the parent are able to prepare accounts that comply with the Companies Act or International Accounting Standards.

4. Where must a company keep its accounting records?

A company must keep its accounting records at its registered office address or a place that the directors think suitable. The records must be open to inspection by the company’s officers at all times.   

If the company holds the records at a place outside of the UK, it must send accounts and returns at least every six months and keep them in the UK.  Those accounts and returns must disclose the financial position and enable the directors to prepare accounts that comply with the Companies Act 2006 or International Accounting Standards.

5. How long must a company keep its records?

Private companies must keep accounting records for 3 years from the date they were made.  Public companies must keep them for 6 years.

Chapter 3
What accounts must a company prepare for members / shareholders?

1. Who is responsible for preparing accounts?

The directors of every company must prepare accounts for each of its financial years.  These are called individual accounts.  A parent company must also prepare group accounts (but for parent companies defined as small – see Chapter 5 - this is optional).

2. What does a set of accounts include?

Generally, accounts must include:

• a directors' report (with a business review if the company does not qualify as small);
• an auditors' report (unless the company is exempt from audit);
• a profit and loss account (or income and expenditure account if the company is not trading for profit);
• a balance sheet signed by a director;
• notes to the accounts; and
• group accounts (if appropriate).

Note this guide cannot go into the detailed information that these documents must contain - for this see the Companies Act 2006 and the relevant regulations.   Quoted public companies (i.e. those listed on the Stock Exchange or officially listed in an EEA State or admitted to dealing on the New York Stock Exchange or Nasdaq) must also prepare a directors’ remuneration report. 

3. What period must the accounts cover?

A company's first accounts cover the period starting on the date of incorporation, not the first day of trading. They end on the accounting reference date or up to 7 days either side of that date. We explain accounting reference dates and how to change them in Chapter 1.

Subsequent accounts start on the day after the previous accounts ended and finish on the accounting reference date or up to 7 days either side of it.

For instance, if a company is incorporated on the 6th April 2008 the accounts must cover the entire period of 6th April 2008 – 30 April 2009.  Subsequent periods will start on 1 May each year and end on 30 April the following year. 

You can alter this by shortening or extending a particular period so as to end on a different date - see Chapter 1.

4. What if a company cannot afford a professional accountant?

There is no requirement for companies to use a professional accountant to prepare their accounts.  However, directors should be aware of their legal responsibilities regarding accounts.  For example, the directors of a small company which wishes to claim exemption from audit must sign a statement in the accounts acknowledging their responsibility for preparing them to meet the requirements.  Directors can be prosecuted if their accounts fail to comply with these requirements.

5. Does every company have to present accounts to members etc?

Every company must send a copy of its annual accounts and reports for each financial year to -

• every member of the company;
• every holder of the company's debentures; and
• every person who is entitled to receive notice of general meetings.

6. Does a company have to lay its accounts before a general meeting?

A public company must continue to lay its accounts before its members at an Annual General Meeting. There is no longer a statutory requirement for private companies to lay their accounts before members at a general meeting. If a private company’s articles currently specify that the company must present accounts to members at a general meeting, they may pass a special resolution to remove that provision.

7. Can a company pass a resolution to use a website as way of members seeing accounts?

Yes.  A company may pass a members’ resolution or make provision in its articles to the effect that the company may send or supply documents, including accounts, to members by website.  Members do not have to agree to receive communications in this way and have the right to request a paper copy.   

8. Who can approve and sign accounts?

The company's board of directors must approve the accounts and have them signed on their behalf before they send them to Companies House.

• A director must sign the balance sheet on behalf of the board and state his/her name, with any statements about accounting or filing exemptions appearing above the director's signature;
• A director or the company secretary must sign the directors' report on behalf of the board and state his/her name.  Any statement about its being prepared under the small companies regime must appear above the signature;   
• A director or the company secretary must sign the directors' remuneration report on behalf of the board and state his/her name; and
• If the company has to attach an auditor’s report to the accounts, the auditor must sign and date it and the report must state the auditor’s name.

Where the auditor is a firm the auditor’s report must state the name of the auditor and the name of the person who signed it as senior statutory auditor on behalf of the firm – see question 9 below.  

• If the company attaches a special auditor’s report to abbreviated accounts delivered to Companies House, the auditor must sign it. Where the auditor is a firm, a person authorised to sign on its behalf must sign in the name of the firm.

Please note: If a company delivers accounts in a paper format Companies House cannot accept a typewritten name as a signature.  Also if a company is submitting accounts online the directors’ report and balance sheet must contain the relevant company authentication code instead of the signature.    

9. Are there any exemptions from stating the auditors name on the auditor’s report or special auditor’s report?

Yes.  If the company considers that there is a risk that the auditor or any other person would be at risk of serious violence or intimidation if the auditor‘s name (or the name of the “senior statutory auditor” who signed the report on the audit firm’s behalf) appeared on filed or published copies of the report, they may pass a resolution to omit the name from those copies.   The company must not send a copy of this resolution to Companies House, but should send notice of it to the following email address, which is at the Department for Business, Enterprise and Regulatory Reform who will keep the notice:

506notifications@berr.gsi.gov.uk

For more details please see our guidance on Auditors - www.companieshouse.gov.uk/about/gbhtml/gba4.shtml

Chapter 4
Accounts for Companies House

1.  Are the accounts filed with Companies House different to the accounts prepared for the members?

You can simply file a copy of the accounts that you have already prepared for the members/shareholders.  However small and medium-sized companies may file an abbreviated version of those accounts which contain reduced detail by combining certain items. 

For full details of filing obligations please refer to the Companies Act 2006 and the relevant regulations.

2. Do all companies have to file their accounts at Companies House?

All private and public companies must file their accounts at Companies House.   
Unlimited companies need only deliver accounts to Companies House if, at any time during the period covered by the accounts, the company was:

• a subsidiary undertaking or a parent of a limited undertaking;
• a banking or insurance company (or the parent company of a banking or insurance company); or
• each of its members is -
• a limited company;
• another unlimited company each of whose members is a limited company; or
• a Scottish partnership each of whose members is a limited company.

3. Can I file the same accounts that I have already filed with HMRC?

No. The requirements of the Companies Act 2006 may not be the same as the requirements of the HMRC or other authorities.  Also there may be different filing deadlines and late filing penalties.  

4. Do I still need to file my accounts with HMRC or Charity Commission?

Yes. The accounts filed at Companies House are in accordance with the Companies Act 2006. You must still file with other regulatory bodies according to their requirements and filing deadlines.

5. Will Companies House give technical advice on accounts?

No.  We can only give general guidance, not technical advice on specific accounting or legal issues.  Your accounts are subject to legal requirements, and we are not qualified to give specialist advice.

You may wish to consider consulting an accountant if you need this sort of advice.

6. How long do I have to file my company's first accounts?

If you are filing your company's first accounts and those accounts cover a period of more than 12 months you must deliver them to Companies House

• within 21 months of the date of incorporation for private companies or
• within 18 months of the date of incorporation for public companies

or 3 months from the accounting reference date, whichever is longer. The deadline for delivery to Companies House is calculated to the exact day.

For example, a private company incorporated on 1 January 2009 with an accounting reference date of 31 January has until midnight on 1 October 2010 (21 months from the date of incorporation) to deliver its accounts, not 31 October.
If the first accounts cover a period of 12 months or less, the normal times allowed for delivering accounts apply (see question 7 below).

7. How long do I normally have to file my accounts?

Unless you are filing your company's first accounts (see question 6 above) the time normally allowed for delivering accounts to Companies House is:

• 9 months from the accounting reference date for a private company; or
• 6 months from the accounting reference date for a public company.

Please be aware of the definition of a period of months in connection with filing accounts.

A period of months after a given date ends on the corresponding date in the appropriate month. For example a private company with an accounting reference date of 4th April has until midnight on 4th January of the following year to deliver its accounts, not 31 January.

This does not apply if your accounting reference date is the last day of the month.  In this case the period allowed for filing accounts would end with the last day of the appropriate month.  For example a private company with an accounting reference date of 30th April has until midnight on 31st January of the following year to deliver its accounts, not 30 January.

8. If I shorten my accounting reference date will I still have to file by the original deadline?

No.  When a company has shortened its accounting period the new filing deadline will automatically be the longer of the following two options;

• 9 months for a private company (or 6 months for a public company) from the new accounting reference date;  or
• 3 months from the date of receipt of the notice (change of accounting reference date form).

9. Can I apply for extra time to file?

Yes.  If there is a special reason for doing so, you may make an application to the Registrar of Companies (who exercises this function on behalf of the Secretary of State for Business, Enterprise and Regulatory Reform) to extend the time for delivering accounts to Companies House; for example, if there has been an unforeseen event which was outside the control of the company and its auditors.

You must make the application in writing and deliver it before the normal filing deadline. It must contain a full explanation of the reasons for the extension and the length of the extension requested.

10. What if the company delivers the accounts late?

A civil penalty for late filing of accounts is imposed on the company itself. The amount depends on how late the accounts arrive and whether a company is private or public. Late filing penalties are fully explained in our guidance on, 'Late Filing Penalties'.

11. What if the filing deadline falls on a Sunday or a Bank Holiday?

If a filing deadline expires on a Sunday or Bank Holiday the law still requires you to file the accounts by that date. So you should ensure that you send acceptable accounts in time to arrive before such a deadline.

It is the date that you deliver acceptable accounts which meet the relevant legal requirements to Companies House that is important, not the date that you sent the accounts.

12.  What if I do not submit accounts to Companies House at all?

Failure to deliver documents on time is a criminal offence.  All the directors of the company risk prosecution. On conviction, a director could end up with a criminal record and a fine of up to £5,000 for each offence.  This is separate to the civil penalty imposed on the company for late filing of accounts.

Alternatively, if the Registrar believes that a company is no longer carrying on business or in operation, he could strike it off the register and dissolve it. If this happens all the assets of the company, including its bank account and property, generally become the property of the Crown.

13. Can I submit accounts online?

Yes.  The safest and most secure way to send statutory information to Companies House is to use our online filing services.  You can submit audit exempt abbreviated accounts and dormant company accounts (DCA) online.  For more information on availability and registration details please visit our website www.companieshouse.gov.uk

14. Can I submit accounts in any language?

If you prepare accounts in a language that is not English you must also send with them an English translation.  If the registered office of the company is situated in Wales however you need only send the Welsh accounts if you so choose.  Companies may also file voluntary certified translations.  You may only file voluntary translations in an official language of the European Union and you must also send with them Form 1106 .

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Chapter 5
Small companies

What is a small company?

There are 3 sizes of companies to consider when preparing your accounts; small, medium or large.  There are thresholds for turnover, balance sheet total (meaning the total of the fixed and current assets) and the average number of employees which determine whether your company is small or medium-sized.  Any companies that do not meet the criteria for small or medium are large companies and will have to prepare and submit full accounts.

A small company can prepare and submit accounts according to special provisions in the Companies Act 2006 and the relevant regulations.  This means that they can choose to disclose less information than medium-sized and large companies.

Public companies and certain financial services companies cannot qualify as small companies.  Similarly, companies which are part of a group which has members who are public companies or financial services companies cannot qualify as small, except in certain circumstances – see question 1.2 below.

If you think your company qualifies as small, you may wish to consult a professional accountant before you prepare accounts in accordance with the provisions applicable to companies subject to the small companies’ regime. 

1. Qualifying as small

1.1. What are the conditions to qualify as a small company?
A small company must meet at least two of the following conditions:

• annual turnover must be not more than  £6.5 million;
• the balance sheet total must be not more than £3.26 million;
• the average number of employees must be not more than 50.

1.2. Are there any companies that cannot prepare and submit small accounts?

Yes.  If a company is, or was at any time during the financial year one of the following it cannot prepare and submit small company accounts;

• a public company;
• a member of an ineligible group (see below);
• an authorised insurance company, a banking company, an e-money issuer, a MiFID (i.e. Markets in Financial Instruments Directive) investment firm or a UCITS management company or which carries on insurance market activity.

A group is ineligible if any of its members is:

• a public company;
• a body corporate (other than a company) whose shares are admitted to trading on a regulated market in an EEA State;
• a person (other than a small company) who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity;
• a small company that is an authorised insurance company, a banking company, an e-money issuer, a MiFID investment firm  or a UCITS management company; or
• a person who carries on insurance market activity.

Please note: Companies which would otherwise qualify as small but which are members of ineligible groups can still take advantage of the exemption from including a business review in the directors’ report prepared for members and from filing the directors’ report at Companies House.

If you have any queries regarding financial services companies which are excluded from the small companies’ regime please contact the Financial Services Authority on their website www.moneymadeclear.fsa.gov.uk/about_the_fsa/contact/contact_us.html

1.3. Can a company qualify as a small company every year?

Generally, a company qualifies as ‘small’ in its first accounting period if it fulfils the conditions in that year.  In any subsequent periods a company must fulfil the conditions in that period and the period before.

However if a company which qualified as small in one period no longer meets the criteria for small in the next period, the company may continue to claim the exemptions available for the next period.  If that company then reverts back to being small by meeting the criteria the exemption will continue uninterrupted.

1.4. What are the conditions to qualify as a small group?  

To qualify as small, a group of companies must meet at least two of the following conditions:

• aggregate turnover must be not more than  £6.5 million net (or £7.8 million gross);
• the aggregate balance sheet total must be not more than £3.26 million net (or £3.9 million gross); and
• the aggregate average number of employees must be not more than 50.

2. Small Company Accounts

2.1. What will small company accounts include?

Generally, small company accounts prepared for shareholders include:

• a directors' report; 
• an auditors report (unless the company qualifies for exemption from audit and takes advantage of that exemption);
• a profit and loss account;
• a full balance sheet, signed by a director;
• notes to the accounts; and
• group accounts (if a small parent company chooses to prepare them).

The balance sheet must contain a statement in a prominent position that the accounts have been prepared in accordance with the special provisions applicable to companies subject to the small companies’ regime.

2.2. What are the exemptions available for small companies?

Small companies can prepare and file simpler, less detailed accounts than those required by large and medium companies.
The requirements for companies subject to the small companies regime are set out in Parts 15 and 16 of the Companies Act 2006.  Further information on the detailed format and content of accounts for small companies can be found in the relevant regulations.

The Companies Act 2006 and Regulations also set out what the directors’ report of a small company must contain. Such a report does not have to contain a business review or a statement as to the amount that the directors recommend be paid by way of dividend.  If the company has taken advantage of the small companies exemption in preparing the directors report it must contain a statement above the directors signature to that effect. 

2.3. What does a small company have to deliver to Companies House?

A company can file a copy of the accounts which it prepared for its members under the small companies regime, or it can deliver an abbreviated version of these accounts. The content of abbreviated Companies Act accounts can be found in the Companies Act 2006 and in Schedule 4 to the Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008.

If you abbreviate the accounts, you will also need a special auditor's report which must state that in the auditor's opinion the company is entitled to deliver abbreviated accounts in accordance with section 444(3) of the Companies Act 2006 and that they have been properly prepared in accordance with the regulations made by the Secretary of State. This report is not needed if the company is exempt from audit - see Chapter 5 part 3 on audit exemption for small companies. 

The right to prepare abbreviated accounts for Companies House does not affect the company’s obligations to prepare full accounts for its members – see Chapter 3. 

Small companies do not have to deliver a copy of the directors’ report or the profit and loss account to Companies House.

Small companies preparing Companies Act accounts can deliver an abbreviated balance sheet.

Small companies preparing International Accounting Standards accounts must deliver a full balance sheet to Companies House.

If you prepare accounts in accordance with the provisions applicable to small companies whether abbreviated or not you must include a statement in a prominent position on the balance sheet that the accounts have been prepared in accordance with the special provisions applicable to companies subject to the small companies’ regime.

2.4. Are there special rules for small groups?

Yes, a parent company which qualifies as small need not prepare group accounts or submit them to Companies House if the group is small and not ineligible – see Chapter 5 paragraph 1.2 above.  If a small parent company decides to prepare group accounts their content is prescribed by the 2006 Act and by Schedule 6 to the Small Companies and Groups (Accounts and Directors’) Report Regulations 2008.

If you prepare group accounts they must contain a statement above the signature on the balance sheet, confirming that they are prepared in accordance with the provisions applicable to companies subject to the small companies’ regime.

3. Audit exemptions for small companies

There is exemption from audit for certain small companies if they are eligible and wish to take advantage of it.  Further details about how to claim exemption are in this chapter.

Certain non-commercial, public sector bodies which have formed as companies and are audited by a public sector auditor, are not required to be audited under the Companies Act 2006.

3.2. Which small companies qualify for audit exemption?

To qualify for audit exemption, a company must

• qualify as small (see Chapter 5 , question 1);
• have a turnover of not more than £6.5 million; and
• have a balance sheet total of not more than £3.26 million.

However, even if a small company meets these criteria, it must still have its accounts audited if this is demanded by a member or members holding at least 10% of the nominal value of issued share capital or holding 10% of any class of shares; or - in the case of a company limited by guarantee - 10% of its members in number. The demand for the accounts to be audited should be in the form of a notice to the company, deposited at the registered office at least one month before the end of the financial year in question. The notice may not be given before the financial year to which it relates.

3.3. Is there a separate category for charities that are audit exempt?

There is no longer a particular category for audit exempt charitable companies.  They will qualify for audit exemption under company law in the same way as any other company.  Charitable companies may also be subject to separate requirements for audit or other scrutiny of their accounts under charity law. For more information see: Charity Commission website www.charity-commission.gov.uk/publications/cc63.asp

3.4. Are all types of small companies eligible for the exemption?

No. You must submit audited accounts to Companies House if the company falls into any of the following categories: 

• A parent company or subsidiary undertaking (unless dormant for the period during which it was a subsidiary) except where:- -
  - the group qualifies as a small group or would qualify if all the bodies corporate in the group were companies;
  - the turnover for the whole group is not more than £6.5 million net (or £7.8 million gross; and
  - the group's combined balance sheet total is not more than £3.26 million net (or £3.9 million gross).

• A public company unless the company is dormant- see chapter 7;

• a company that at any time in the financial year in question was:
  - a company that is an authorised insurance company, a banking company, an e-money issuer, a MiFID (ie Markets in Financial Instruments Directive) investment firm or a UCITS management company;
  - a company that carries on insurance market activity; or
  - a special register body as defined in section 117(1) of the Trade Union and Labour Relations (Consolidation) Act 1992 (c. 52) or an employers' association as defined in section 122 of that Act or Article 4 of the Industrial Relations (Northern Ireland) Order 1992 (S.I. 1992/807 (N.I. 5)).

Some flat management companies that would otherwise qualify for exemption may have to prepare audited accounts to comply with the terms of their lease. If in doubt, you should consider seeking professional advice.

3.5. What does an audit-exempt company need to submit to Companies House?

If a company qualifies (see Chapter 5 question 3.2.), it may submit unaudited accounts to Companies House in the form of an abbreviated balance sheet and notes or if it chooses full accounts.  In either case, the balance sheet must contain the following statements above the director's signature:

For the year ending ………………(dd/mm/yyyy) the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies. 

Directors’ responsibilities;

• The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476,
• The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies’ regime.

Small companies that deliver a full balance sheet may choose not to include a copy of the Directors’ report and/or a copy of the profit and loss.  In this case the balance sheet must also contain an additional statement that the accounts have been delivered in accordance with the provisions applicable to companies subject to the small companies’ regime.

3.6. How long do I have to deliver audit-exempt accounts to Companies House?

You have the same time for filing both audited and audit exempt accounts, and the law imposes the same penalties for late filing of all other accounts. See chapter 4.

3.7. Does an audit exempt company still have to send accounts to its members?

Yes. In accordance with the Companies Act 2006, members have a right to receive or demand copies of accounts and the related reports.

3.8. If my company does not trade does it still have to submit accounts?

All limited companies, whether they trade or not, must deliver accounts to Companies House. However, a limited company may claim exemption from audit as a 'dormant company' if it has not traded during a financial year, and provided it meets certain other criteria.  Qualifying dormant companies do not need to appoint auditors and can deliver even simpler annual accounts to Companies House.

For more information about dormant company accounts, see Chapter 7.

3.9. What if a company’s articles of association state that the company must have an auditor?

Companies can pass a resolution to revise their articles of association to ensure that these do not stop them taking advantage of the audit exemptions. Companies which have adopted model articles such as Table A of the Companies Act 1985 are unlikely to have such problems. However, the 1948 version of Table A (and other similar earlier provisions) impose an obligation to appoint auditors. Companies with such articles may wish to take legal advice about possible changes.

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Chapter 6
Medium-sized companies

What is a medium-sized company?

As with a small company, a medium- sized company is determined by its turnover, balance sheet total (meaning the total of the assets) and average number of employees. 

A medium-sized company can prepare accounts according to special provisions applicable to medium-sized companies.  This means that they can choose to submit reduced information to Companies House.

Public companies and certain financial services companies cannot qualify as medium-sized companies. 

Similarly, companies which are part of a group which has members who are public companies or financial services companies cannot qualify as medium-sized for accounting purposes, – see Chapter 6 question 1 below. 

If you think the company might qualify as medium-sized, you should consider consulting a professional accountant before you prepare accounts. 

1. Qualifying as medium-sized

1.1. What are the conditions to qualify as medium-sized a company?

To be a medium-sized company, you must meet at least two of the following conditions:

• annual turnover must be no more than £25.9 million;
• the balance sheet total must be no more than £12.9 million;
• the average number of employees must be no more than 250

1.2. Are there any companies excluded from being treated as medium-sized?

Yes.  If a company is, or was at any time during the financial year one of the following it is excluded from being treated as a medium-sized company:

• a public company;
• a company that has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity or that carries on an insurance market activity; or
• a member of an ineligible group.

A group is ineligible if any of its members is:

• a public company;
• a body corporate (other than a company) whose shares are admitted to trading on a regulated market;
• a person (other than a small company) who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity;
• a small company that is an authorised insurance company, a banking company, an e-money issuer,  a MiFID (ie Markets in Financial Instruments Directive) investment firm  or a UCITS management company; or
• a person who carries on insurance market activity.

1.3. Can a company qualify as a medium-sized company every year?

Generally, a company qualifies as ‘medium-sized’ in its first accounting period if it fulfils the conditions in that year.  In any subsequent period a company must fulfil the conditions in that period and the period before. 

However if a company which qualified as medium-sized in one period no longer meets the criteria for medium-sized in the next period, it may continue to claim the exemptions available for the next period.  If the company then reverts back to being medium-sized by meeting the criteria the exemption will continue uninterrupted.

If you think the company might qualify as medium-sized, you should consider consulting a professional accountant before you prepare accounts. 

2. Medium-sized company accounts

2.1. What will medium-sized company accounts include?

Medium-sized accounts must include:

• a directors' report including a business review; 
• an auditor’s report (unless the company is exempt from audit under section 482 of the Companies Act 2006 (non-profit-making companies subject to public sector audit));
• a profit and loss account;
• a balance sheet, signed by a director;
• notes to the accounts; and
• group accounts (if appropriate).

2.2. What are the exemptions available for medium-sized companies?

Medium-sized companies may omit certain information from the business review in their directors' report (that is, analysis using key performance indicators so far as they relate to non-financial information).  Also a medium-sized company which is part of an ineligible group can still take advantage of the exemption from disclosing non-financial key performance indicators in the business review.

Medium-sized companies preparing Companies Act accounts may omit disclosure with respect to compliance with accounting standards and related party transactions from the accounts they send to their members.

Medium-sized companies preparing Companies Act accounts may choose to file a slightly reduced version of the profit and loss account.(see regulation 4 of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008).

2.3. What does a medium-sized company have to deliver to Companies House?

Abbreviated accounts of a medium-sized company must include:

• the abbreviated profit and loss account (this must be full if preparing IAS accounts) ;
• the full balance sheet;
• a special auditor's report;
• the directors' report; and
• notes to the accounts.

The special auditor's report should state that in the auditor's opinion the company is entitled to deliver abbreviated accounts in accordance with section 445(3) of the Companies Act 2006 and that they have been properly prepared in accordance with the regulations made by the Secretary of State;.

The balance sheet (and if appropriate, the directors' report) must contain a statement that the accounts have been prepared in accordance with the special provisions of  section 445(3) Companies Act 2006 in regard to medium-sized companies.

2.4. Are there special rules for medium-sized groups?

No.  A medium-sized parent company must prepare group accounts and submit them to Companies House.

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Chapter 7
Dormant companies

What is a dormant company?

A company is dormant if it has had no 'significant accounting transactions' during the accounting period. A significant accounting transaction is one which the company should enter in its accounting records. When determining whether a company is dormant you can disregard the following transactions:

• payment for shares taken by subscribers to the memorandum of association;
• fees paid to the Registrar of Companies for a change of company name, the re-registration of a company and filing annual returns; and
• payment of a civil penalty for late filing of accounts.

1. Conditions for exemption from audit for dormant companies

1.1. What are the conditions that a dormant company must meet to be exempt from audit?

A dormant company is exempt from having an audit for that financial year if:

• it has been dormant since its formation; or
• it has been dormant since the end of the previous financial year and it meets the following conditions:

• it is entitled to prepare individual accounts in accordance with the small companies regime;
• it is not required to prepare group accounts; and
• it qualifies as a 'small company' in relation to that year (see Chapter 5), or would have qualified as small but for the fact that it is a public company or is a member of an ineligible group.

• is a public company unless the company is dormant;
• is an authorised insurance company, a banking company, an e-money issuer, a MiFID investment firm or a UCITS management company; or
• carries on insurance market activity;
• A company where an audit is required by a member or members holding at least 10% of the nominal value of issued share capital or holding 10% of any class of shares; or - in the case of a company limited by guarantee - 10% of its members in number. The demand for the accounts to be audited should be in the form of a notice to the company, deposited at the registered office at least one month before the end of the financial year in question. The notice may not be given before the financial year to which it relates.

A company is not entitled to the dormant company audit exemption unless its balance sheet contains the statements referred to in Chapter 7 question 2.2 below. 

2. Dormant company accounts

2.1. What information must dormant company accounts contain?

Dormant company accounts submitted to Companies House need not include a profit and loss account or directors' report. Model balance sheets are shown at the end of this chapter.

Unaudited dormant accounts are much simpler than those of a trading company but must contain:

• a balance sheet containing statements above the director's signature to the effect that the company was dormant throughout the accounting period. The full text of the required statements is as shown at Chapter 7 question 2.2;
• any previous year's figures for comparison - even though there are no items of income or expenditure for the current year; and
• certain notes to the balance sheet - a full list of items to be covered appears at the end of this chapter.

Please note: If you deliver accounts in a paper format a typewritten name cannot be accepted as a signature.  Also, if a company is able to submit accounts online, the balance sheet must contain the relevant company authentication code instead of the signature.      

The right to prepare a dormant balance sheet for filing at Companies House does not affect the company’s obligations to prepare full accounts for its members – see Chapter 3.

2.2. What statements do I need to make on the balance sheet?
Accounts submitted online have inbuilt checks which will prevent common errors and omissions. If you submit your accounts to Companies House on paper, you must check that you have the following statements above the director's signature: 

For the year ending ………………………. (dd/mm/yyyy) the company was entitled to exemption from audit under section 480 of the Companies Act 2006 relating to dormant companies.

Directors’ responsibilities:

• The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and
• The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

A private company that qualifies as small should also include the following statement on the balance sheet:

“These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies’ regime”.

2.3. Can I obtain a standard form for dormant accounts from Companies House?

Yes. You can complete Form DCA, available from www.companieshouse.gov.uk, is for dormant companies that have not traded since incorporation where the company is not a subsidiary.  This form is unsuitable for companies that became dormant after trading. However, we have set out model balance sheets and notes for all types of dormant companies at the end of this chapter.

Alternatively, WebFiling offers free downloadable document templates. These contain inbuilt checks so that you can be sure you haven’t omitted any key information and your balance sheet really does balance.

2.4. How long do I have to submit dormant accounts to Companies House?

You have the same time allowed for filing and the same penalties imposed for late filing applies as for other accounts. See Chapter 4.

2.5. What happens if my company starts trading again?

The company will cease to be exempt from audit as a dormant company if it:

• begins commercial or trading activities during the financial period; or
• would no longer qualify for some other reason.

If either of these happened, you might have to submit full accounts for the financial year in which the company ceased to be exempt, and the directors might need to appoint auditors for the company. However, it may be that the company would qualify for exemptions as a medium-sized or small company. More information about company audit requirements and audit exemption for small companies is covered in Chapter 5 and Chapter 7 of this booklet.

Model balance sheets to be delivered to Companies House by dormant companies:

The formats on the following pages provide a guide to the information you need to include (unless the company has opted to prepare accounts in accordance with international accounting standards).

We have designed these formats to reflect all possible assets and liabilities that a company may have, but you only need to include a particular heading if there is an amount other than nil to be shown. You do not have to include the letters and numbers shown against the headings and sub-headings in the company’s balance sheet.

These model balance sheets are for illustration only, they should not be reproduced and used for submission to Companies House.

If the company has traded in a previous financial year, bear in mind that your previous year's balance sheet will show the company's financial position as it was then. If there have been no accounting transactions since, you could just be carrying forward the figures from last year.

There are two formats - marked 1 and 2 - you may follow either. The content of the two formats is identical: they simply present the balance sheet headings in a different order.

The balance sheet must balance:

• In format 1, net assets must equate to the aggregate of capital and reserves.
• In format 2, assets must equate to liabilities (including capital and reserves as balancing items).

DORMANT COMPANY BALANCE SHEET FORMAT 1

COMPANY NO. ............................

COMPANY NAME ..........................................

BALANCE SHEET AS AT ..../..../.......

For the year ending ……………………………….. (dd/mm/yyyy) the company was entitled to exemption from audit under section 480 of the Companies Act 2006 relating to small companies. 

Directors’ responsibilities:

• The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476,
• The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

Approved by the board of directors on...............(date)

and

signed on their behalf by......................(DIRECTOR)

DORMANT COMPANY BALANCE SHEET FORMAT 2

COMPANY NO. ............................

COMPANY NAME ..........................................

BALANCE SHEET AS AT ..../..../.......

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For the year ending ……………………………….. (dd/mm/yyyy) the company was entitled to exemption from audit under section 480 of the Companies Act 2006 relating to small companies. 

Directors’ responsibilities:

• The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476,
• The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

Approved by the board of directors on...............(date)

and signed on their behalf by.......................(Director)

Notes to the dormant company balance sheet

The following must be given as notes to the balance sheet:

• accounting policies, including those relating to depreciation and diminution in value of assets;
• if shares of more than one class have been allotted, the number and aggregate nominal value of shares of each class allotted;
• information relating to any redeemable shares allotted;
• information relating to any shares which have been allotted during the financial year;
• information about fixed assets;
• details of indebtedness;
• basis on which sums originally in a foreign currency have been translated into sterling;
• in respect to every item above (other than fixed assets) the corresponding amounts for the previous year;
• details of any subsidiary undertakings and of shares held in them, and why group accounts are not required;
• where the company has acted as an agent for any person, the fact that it has so acted; and
• information about financial fixed assets that could have been included at fair value but which have been included in the accounts in excess of their fair value, and where no provision has been made for their diminution in value.

In addition, the following information may have to be given about the subsidiary undertakings:

• details of any undertakings in which the company has a 'significant holding', for example, the name and address of the business;
• the name of the company's ultimate parent company, and (if known) its country of incorporation;
• the names of certain intermediate parent companies, and their countries of incorporation or (if not incorporated) the addresses of their principal places of business; and
• details of certain loans, guarantees and other such dealings made by the company in favour of directors and others.

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Chapter 8
Partnership accounts

The Partnerships (Accounts) Regulations 2008 require companies which are members of 'qualifying partnerships' to prepare and attach accounts of the partnership to their own accounts.

1. What is a qualifying partnership?

A qualifying partnership is a partnership that is formed under the law of any part of the United Kingdom if each of the members is:

• a limited company; or
• an unlimited company or a Scottish partnership, each of whose members is a limited company.
  

The partnership regulations will apply to most limited partnerships that have limited companies as their general partners and are registered under the Limited Partnerships Act 1907, as these partnerships must have their principal place of business in Great Britain on registration.

Note

(a) Any reference to a qualifying partnership in relation to a limited partnership is a reference to the general partners only; and

(b) Any reference to a limited company, an unlimited company, or a partnership (including a Scottish partnership) includes any comparable undertaking formed under the laws of another state.

2. What accounts must the partnership prepare?

The partnership must prepare and have audited accounts as if it were a company formed under the Companies Act 2006 and the related regulations.  The accounts must conform to the requirements of the Companies Act 2006 and related regulations.
Under Regulation 7 of The Partnerships (Accounts) Regulations 2008, members of a qualifying partnership do not have to prepare partnership accounts if the partnership is dealt with on a consolidated basis in group accounts prepared by either:

• a member of the partnership which is established under the law of a member state of the European Economic Area (EEA); or
• a parent undertaking of such a member.

In these cases, the group accounts must be prepared and audited under the law of the member state in accordance with the Seventh Company Law Directive or international accounting standards.  A note to the group accounts must disclose that advantage has been taken of this exemption.

3. For what period must I prepare the partnership accounts?

The accounts may cover any period up to 18 months which may be specified in the partnership agreement. If the partnership agreement does not specify a period, you must draw up the accounts for each 12 month period ending on 31 March in each year.

4. When must I prepare the accounts?

You must prepare the partnership accounts within a period of 9 months after the end of the financial year.

5. When must I deliver and publish the accounts?
If you are a limited company which is a member of a qualifying partnership, you must attach the partnership accounts to the next accounts which you deliver to Companies House. You must also supply to any person on request:

• the name of each partner required to deliver copies of the partnership accounts to Companies House; and
• the name of each partner incorporated in another EEA member state who is required to publish the partnership accounts in that state.

When a qualifying partnership has its head office in the United Kingdom and each of the partners is:

• an undertaking comparable to a limited company incorporated outside the United Kingdom or other EEA state; or
• an undertaking comparable to an unlimited company or partnership formed under the law of such a country with each of its members a limited or comparable undertaking;

then the partnership must:

(a) make the latest accounts of the partnership available for inspection by any person, without charge, during business hours at the head office of the partnership, together with a certified translation, if the original is not in English; and

each member of the partnership must:

(b) supply to any person on request a copy of the latest accounts of the partnership (together with a translation if the original is not in English). A fee may be charged to cover the administrative cost of supplying the copy, but no more.

6. Are there any exemptions from the publication rules?

Under regulation 7 of The Partnerships (Accounts) Regulations 2008, members of a qualifying partnership do not have to publish partnership accounts if the partnership is dealt with on a consolidated basis in group accounts prepared by either:

• a member of the partnership which is established under the law of a member state of the European Economic Area (EEA); or
• a parent undertaking of such a member.

In these cases, the group accounts must be prepared and audited under the law of the member state in accordance with the Seventh Company Law Directive or international accounting standards.  A note to the group accounts must disclose that advantage has been taken of this exemption.

7. Are there any penalties for non-compliance?

Yes. Every partner in a qualifying partnership or every director of a company that is a partner may be prosecuted and fined up to £5,000.

8. What are the audit requirements?

The Partnerships (Accounts) Regulations 2008 contain requirements relating to the appointment and dismissal of auditors, signature of auditors’ reports and disclosure of auditors’ remuneration equivalent to the requirements on companies. 

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Chapter 9
Community Interest Companies

1. Do Community Interest Companies need to file accounts with Companies House?

Yes. Community Interest Companies are no different to other companies when it comes to preparing and filing accounts.   

2. Are there any additional requirements for Community Interest Companies?

Yes.  Community Interest Companies need to be aware that they must prepare and deliver to Companies House a ‘community interest company report’ made up to the same date as the accounts, regardless of the size of the company or the exemptions that they have taken advantage of. The report, form CIC34 is available on-line from www.cicregulator.gov.uk .You must send a fee of £15 with the accounts and report.  Please make cheques payable to ‘Companies House’. 

3. What must I include in thecommunity interest company report?

Unfortunately this booklet cannot provide any information about these additional requirements. For this, please visit www.cicregulator.gov.uk  or alternatively e-mail cicregulator@companieshouse.gov.uk or telephone 02920 346228.

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Chapter 10
Further information

1. What happens to documents sent to Companies House?

The documents and forms you deliver to Companies House are stored and the electronic image is used as the working document.

When a member of the public views the company record, they see the electronic image reproduced on-line. So it is important not only that the original is legible, but that it can also produce a clear copy.

The remainder of this chapter lays down a few quality guidelines to follow when preparing accounts and other documents for filing at Companies House.

2. What happens if my documents do not meet the guidelines?

Companies House can reject documents that it cannot capture electronically, giving a notice saying why they are unacceptable. You must deliver an acceptable copy within 14 days of the notice (otherwise we treat the original as not having been delivered).

3. How should I set out documents?

Every document delivered to Companies House must state prominently the registered number of the company, and must comply with any requirements specified by the Registrar relating to the legibility of that document.

Briefly, documents should be on A4 size, plain white paper between 80gsm and 100gsm in weight with a matt finish. Text should be black, clear, legible, and of uniform density.

4. When you prepare a document:

• use black ink or black type;
• use bold lettering (some elegant thin typefaces and pens give poor quality copies);
• don't send a carbon copy;
• don't use a dot matrix printer;
• remember - photocopies can result in a grey shade that will not scan well;
• use A4 size paper with a good margin; and
• include the company number in the top right-hand corner of the first page.

Glossy accounts

If you are producing colour printed glossy accounts, please save them for your shareholders and others who will appreciate them. We still need black on white with a matt finish. A typed, unbound version of a printer's proof is ideal, provided it has the necessary signatures.

Each year we reject around 6,000 sets of accounts because we cannot scan them successfully. The top 3 reasons include:

• Glossy accounts;
• Shading over figure work e.g. to differentiate between the financial year in question and the previous year: and
• Poor print quality.

5. What is the simplest way of submitting information to Companies House?

The safest and most secure way to send statutory information to Companies House is to use our online filing services.   WebFiling offers free downloadable document templates. These contain inbuilt checks so that you can be sure you haven’t omitted any key information. For more information on availability and registration details please visit our website www.companieshouse.gov.uk

6. Can I find out more about this?

For further guidance on print requirements or any of our services mentioned in this booklet please contact +44 (0)303 1234 500.

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