The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015

(81) (1) Particulars must be given of any charge on the assets of the company to secure the liabilities of any other person including the amount secured. (2) Particulars and the total amount of any financial commitments, guarantees and contingencies (excluding those which arise out of insurance contracts) that are not included in the balance sheet must be disclosed. (3) An indication of the nature and form of any valuable security given by the company in respect of commitments, guarantees and contingencies within sub-paragraph (2) must be given. (4) The total amount of any commitments within sub-paragraph (2) concerning pensions must be separately disclosed. (5) Particulars must be given of pension commitments which are included in the balance sheet. (6) Where any commitment within sub-paragraph (4) or (5) relates wholly or partly to pensions payable to past directors of the company separate particulars must be given of that commitment. (7) The total amount of any commitments, guarantees and contingencies within sub-paragraph (2) which are undertaken on behalf of or for the benefit of— (a) any parent undertaking or fellow subsidiary undertaking of the company, (b) any subsidiary undertaking of the company, or (c) any undertaking in which the company has a participating interest must be separately stated and those within each of paragraphs (a), (b) and (c) must also be stated separately from those within any other of those paragraphs.

• (5) For paragraph 89(2) and (3), substitute—

(2) The amount, nature and effect of any individual items of income or expenditure which are of exceptional size or incidence must be stated.

• (6) After paragraph 90, insert—

(90A) The nature and financial effect of material events arising after the balance sheet date which are not reflected in the profit and loss account of balance sheet must be stated. (90B) Particulars must be given of the proposed appropriation of profit or treatment of loss or, where applicable, particulars of the actual appropriation of the profits or treatment of the losses.

Amendment of Part 1 (provisions applying to all companies) of Schedule 4 to the Large and Medium-sized Companies Accounts Regulations

37

• (1) Part 1 of Schedule 4 to the Large and Medium-sized Companies Accounts Regulations is amended as follows.

• (2) For sub-paragraph (a) of paragraph 1(3), substitute—

(a) the address of the undertaking's registered office (whether in or outside the United Kingdom),

• (3) For sub-paragraph (a) of paragraph 5(2), substitute—

(a) the address of the undertaking's registered office (whether in or outside the United Kingdom),

• (4) In paragraph 7—

• (a) in sub-paragraph (1), for the words “a qualifying undertaking”, substitute “ an undertaking having unlimited liability ”,

• (b) omit sub-paragraph (6),

• (c) in sub-paragraph (7), omit the definition of “qualifying undertaking”,

• (d) omit sub-paragraph(8),

• (e) omit sub-paragraph (9), and

• (f) omit sub-paragraph (10).

• (5) For sub-paragraph (a) of paragraph 8(3), substitute—

(a) the address of the undertaking's registered office (whether in or outside the United Kingdom),

Amendment of Part 3 (companies required to prepare group accounts) of Schedule 4 to the Large and Medium-sized Companies Accounts Regulations

38

• (1) Part 3 of Schedule 4 to the Large and Medium-sized Companies Accounts Regulations is amended as follows.

• (2) For sub-paragraph (a) of paragraph 18(1), substitute—

(a) the address of the undertaking's registered office (whether in or outside the United Kingdom),

• (3) For paragraph (b) of paragraph 19(3), substitute—

(b) the address of the undertaking's registered office (whether in or outside the United Kingdom),

• (4) In paragraph 21 (group's membership of certain undertakings), for the words “a qualifying undertaking”, substitute “ an undertaking having unlimited liability ”.

Amendment of Schedule 6 (Companies Act group accounts) to the Large and Medium-sized Companies Accounts Regulations

39

• (1) Schedule 6 to the Large and Medium-sized Companies Accounts Regulations is amended as follows.

• (2) After paragraph 2(1) insert—

(1A) Group accounts must be drawn up as at the same date as the accounts of the parent company.

• (3) After paragraph 9(5) insert—

(6) Negative goodwill may be transferred to the consolidated profit and loss account where such a treatment is in accordance with the principles and rules of Part 2 of Schedule 1 to these Regulations.

• (4) For paragraph 10, substitute—

(10) The conditions for accounting for an acquisition as a merger are— (a) that the undertaking whose shares are acquired is ultimately controlled by the same party both before and after the acquisition, (b) that the control referred to in paragraph (a) is not transitory, and (c) that adoption of the merger method accords with generally accepted accounting principles or practice.

• (5) After paragraph 16, insert—

(16A) Where an acquisition has taken place in the financial year and the merger method of accounting has been adopted, the notes to the accounts must also disclose— (a) the address of the registered office of the undertaking acquired (whether in or outside the United Kingdom), (b) the name of the party referred to in paragraph 10(a), (c) the address of the registered office of that party (whether in or outside the United Kingdom), and (d) the information referred to in paragraph 11(6).

• (6) For paragraph 17, substitute—

(17) (1) The formats set out in Schedule 1 to these Regulations have effect in relation to group accounts with the following additions. (2) In the balance sheet formats there must be shown, as a separate item and under the heading “non-controlling interests”, the amount of capital and reserves attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company and its subsidiary undertakings. (3) In the profit and loss account formats there must be shown, as a separate item and under the heading “non-controlling interests”, the amount of any profit or loss attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company and its subsidiary undertakings. (4) For the purposes of paragraph 4(1) and (2) of Schedule 1 (power to adapt or combine items)— (a) the additional item required by sub-paragraph (2) above is treated as one to which a letter is assigned, and (b) the additional item required by sub-paragraph (3) above is treated as one to which an Arabic number is assigned.

• (7) In paragraph 18(2), insert the words “ and sections 402 and 405 of the 2006 Act ” after the words “consolidated accounts”.

• (8) After paragraph 18(2), insert—

(3) In addition to the disclosure of the average number of employees employed during the financial year (see section 411(7) of the 2006 Act), there must be a separate disclosure in the notes to the accounts of the average number of employees employed by undertakings that are proportionately consolidated.

• (9) In paragraph 20(3)—

• (a) at the end of sub-paragraph (a), insert the word “ and ”, and

• (b) omit sub-paragraphs (c) and (d).

• (10) After paragraph 22, insert—

(22A) Paragraph 1 of Schedule 5 to these Regulations applies to group accounts with the modification that only the amounts and values referred to in that paragraph received or receivable by the directors of the parent company from the parent company and any of its subsidiary undertakings must be disclosed in the notes to the accounts. (22B) Deferred tax balances must be recognised on consolidation where it is probable that a charge to tax will arise within the foreseeable future for one of the undertakings included in the consolidation.

• (11) After paragraph 24, insert—

(24A) In paragraph 9 of this Schedule, the reference in sub-paragraph (6) to Schedule 1 is to these Regulations is to be construed as a reference to Schedule 2.

• (12) For paragraph 25, substitute—

(25) (1) This paragraph adapts paragraphs 17 and 20 (which require items in respect of “non-controlling interests” and associated undertakings to be added to the formats set out in Schedule 1 to these Regulations) to the formats prescribed by Schedule 2 to these Regulations. (2) In paragraph 17— (a) in sub-paragraph (1), for the reference to Schedule 1 to these Regulations, substitute a reference to Schedule 2, (b) sub-paragraph (3) is to apply as if the reference to “a separate item” were a reference to “separate items” and the reference to “the amount of any profit or loss” were a reference to the following— (i) the amount of any profit or loss on ordinary activities, and (ii) the amount of any profit or loss on extraordinary activities, and (c) sub-paragraph (4) is not to apply, but for the purposes of paragraph 5(1) of Part 1 of Schedule 2 to these Regulations (power to combine items) the additional items required by the foregoing provisions of this paragraph are to be treated as items to which a letter is assigned. (3) Paragraph 20(2) is to apply with respect to a balance sheet prepared under Schedule 2 to these Regulations as if it required assets item 7 (participating interests) in the balance sheet format to be replaced by the two replacement items referred to in that paragraph. (4) Paragraph 20(3) is not to apply, but the following items in the profit and loss account formats— (a) format 1 item 3(b) (income from participating interests), (b) format 2 item B2(b) (income from participating interests), are replaced by the following— (i) “Income from participating interests other than associated undertakings”, to be shown at position 3(b) in format 1 and position B2(b) in format 2, and (ii) “Income from associated undertakings”, to be shown at an appropriate position.

• (13) After paragraph 35, insert—

(35A) In paragraph 9 of this Schedule, the reference in sub-paragraph (6) to Schedule 1 to these Regulations is to be construed as a reference to Schedule 3 to these Regulations.

• (14) For paragraph 36, substitute—

(36) In paragraph 17— (a) in sub-paragraph (1), for the reference to Schedule 1 to these Regulations, substitute a reference to Schedule 3, (b) sub-paragraph (3) is to apply as if the reference to “a separate item” were a reference to “separate items” and as if the reference to “the amount of any profit or loss” were a reference to the following— (i) the amount of any profit or loss on ordinary activities, and (ii) the amount of any profit or loss on extraordinary activities, and (c) for sub-paragraph (4), substitute— (4) Paragraph 3(1) of Schedule 3 to these Regulations (power to combine items) does not apply in relation to the additional items required by the above provisions of this paragraph.

Amendment of Schedule 9 (interpretation of term “provisions”) to the Large and Medium-sized Companies Accounts Regulations

40

After paragraph 2 of Schedule 9 to the Large and Medium-sized Companies Accounts Regulations, insert—

(2A) At the balance sheet date, a provision must represent the best estimate of the expenses likely to be incurred or, in the case of a liability, of the amount required to meet that liability. (2B) Provisions must not be used to adjust the value of assets.

Amendment of Schedule 10 (general interpretation) to the Large and Medium-sized Companies Accounts Regulations

41

In Paragraph 3(1), substitute—

(1) Save in Schedule 2 to these Regulations, the expressions listed in sub-paragraph (2) have the same meaning as they have in Directive 2013/34/EC of the European Parliament and of the Council of 26 June 2013 on the annual financial statements etc of certain types of undertakings and Council Directive 91/674/EEC of 19 December 1991 on the annual accounts and consolidated accounts of insurance undertakings (for banking companies, see the definition in paragraph 96 of Schedule 2 to these Regulations).

PART 5 — Amendment of The Partnership (Accounts) Regulations 2008

42

• (1) The Partnership (Accounts) Regulations 2008 are amended as follows.

• (2) In paragraph (1) of regulation 2 (interpretation)—

• (a) before the definition of “the accounts”, insert—

“the Accounting Directive” means Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial reports of certain types of undertakings,

• (b) omit the definition of “the Fourth Directive”, and

• (c) omit the definition of “the Seventh Directive”.

• (3) In paragraph (2)(b) of regulation 5 (delivery of accounts of qualifying partnerships to registrar etc), for the words “the Fourth or Seventh Directive”, substitute “ the Accounting Directive ”.

• (4) In paragraph (2)(a) of regulation 7 (exemptions from regulations 4 to 6 where accounts consolidated), for the words “the Seventh Directive”, substitute “ the Accounting Directive ”.

• (5) In paragraph 2 of Part 1 (modifications and adaptations for purposes of regulation 4) of the Schedule—

• (a) for sub-paragraph (1)(c), substitute—

(c) in Part 3 of Schedule 1, paragraph 49,

• (b) omit sub-paragraph (d), and

• (c) omit sub-paragraph (e).

PART 6 — Minor and Consequential Amendments

43

• (1) The Companies (Revision of Defective Accounts and Reports) Regulations 2008 are amended as follows.

• (2) In regulation 2(1), in the definition of “original” omit the words from “and” to the end.

• (3) Omit regulations 15 and 16.

44

Omit sub-paragraphs (14) and (15) of paragraph 10 of Schedule 1 to the Unregistered Companies Regulations 2009 .

Signed

Jo Swinson — Parliamentary Under-Secretary of State for Employment Relations and Consumer Affairs — 2015-03-26

Explanatory note

(This note is not part of the Regulations)

Footnotes

[^f00001]: S.I. 2007/193 and S.I. 2007/1679.

[^f00002]: 1972 c.68. Section 2(2) was amended by section 27(1)(a) of the Legislative and Regulatory Reform Act 2006 (c.51) and by Part 1 of the Schedule to the European Union (Amendment) Act 2008 (c.7). The enabling powers of section 2(2) were extended by virtue of the amendment of section 1(2) by section 1 of the European Economic Area Act 1993 (c.51).

[^f00003]: 2006 c.46. Part 15 (accounts and reports) and Chapter 1 of Part 16 (requirement for audited accounts) of the Companies Act 2006 are applied, with modifications, to qualifying partnerships by the Partnerships (Accounts) Regulations 2008 (S.I. 2008/569).

[^f00004]: Paragraph 2(2) was amended by section 27(c) of the Legislative and Regulatory Reform Act 2006.

[^f00005]: S.I. 2008/409, amended by S.I. 2013/3008; there are other amending instruments but none is relevant. S.I. 2008/409 is applied, with modifications, to qualifying partnerships by S.I. 2008/569.

[^f00006]: S.I. 2008/410, relevant amending instruments are S.I. 2008/569 and S.I. 2013/2005. S.I. 2008/410 is applied, with modifications, to qualifying partnerships by S.I. 2008/569.

[^f00007]: Section 382(2) was substituted by the Small Companies (Micro-Entities’ Accounts) Regulations 2013 (S.I. 2013/3008), regulation 4(1) and (2)(b).

[^f00008]: Section 383(3) was substituted by S.I. 2013/3008, regulation 4(1) and (3)(b).

[^f00009]: Section 414 was amended by S.I. 2013/3008, regulation 5(1) and (4).

[^f00010]: S.I. 2008/1911, to which there are amendments not relevant to these Regulations.

[^f00011]: S.I. 2008/1912.

[^f00012]: Section 382(3) was amended by S.I. 2008/393, regulation 3(1).

[^f00013]: Section 383(4) was amended by S.I. 2008/393, regulation 3(2).

[^f00014]: Section 394A was inserted by the Companies and Limited Liability Partnerships (Accounts and Audit Exemptions and Change of Accounting Framework) Regulations 2012 (S.I. 2012/2301), regulation 9.

[^f00015]: OJ No. L 182, 29.6.13, p. 19.

[^f00016]: Section 394B was inserted by S.I. 2012/2301, regulation 9.

[^f00017]: OJ No. L 340, 22.12.07, p.66.

[^f00018]: Section 408 was amended by S.I. 2008/393, regulation 10.

[^f00019]: Section 410A was inserted by S.I. 2008/393, regulation 8.

[^f00020]: Section 414B was inserted by the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 (S.I. 2013/1970), regulation 3.

[^f00021]: Section 444 was amended by S.I. 2013/3008, regulations 6(a) and (b) and 12.

[^f00022]: Paragraph 1A of Schedule 1 to 2008/409 is inserted by regulation 16(2)(c) of these Regulations.

[^f00023]: Section 448A was inserted by S.I. 2012/2301, regulation 11.

[^f00024]: Section 448B was inserted by S.I. 2012/2301, regulation 11.

[^f00025]: Section 465(3) was amended by S.I. 2008/393, regulation 4(1).

[^f00026]: Section 466(4) was amended by S.I. 2008/393, regulation 4(2).

[^f00027]: Section 472 was amended by S.I. 2013/3008, regulation 7(4).

[^f00028]: Section 479A was inserted by S.I. 2012/2301, regulation 7.

[^f00029]: Section 479B was inserted by S.I. 2012/2301, regulation 7.

[^f00030]: Section 497A was inserted by the Companies Act 2006 (Accounts, Reports and Audit) Regulations 2009 (S.I. 2009/1581), regulation 6 and subsequently amended by the Financial Services Act 2012 (Consequential Amendments) Order 2013 (S.I. 2013/636), Schedule, paragraph 9.

[^f00031]: Schedule 8 was amended by the Companies (Shareholders’ Rights) Regulations 2009 (S.I. 2009/1632), regulation 21(2).

[^f00032]: Paragraph 8(5) was amended by S.I. 2013/3008, regulation 2(1).

[^f00033]: Paragraph 11(3) was amended by S.I. 2013/3008, regulation 13.

[^f00034]: S.I. 2008/569, to which there are amendments not relevant to these Regulations.

[^f00035]: S.I. 2008/373, amended by S.I. 2013/2224.

[^f00036]: S.I. 2009/2436, to which there are amendments not relevant to these Regulations.

Amendment of Part 1 (form and content of Companies Act group accounts) of Schedule 6 (group accounts) to the Small Companies Accounts Regulations

Amendment of Part 2 (information about related undertakings where company preparing group accounts (Companies Act or IAS group accounts)) of Schedule 6 to the Small Companies Accounts Regulations

Amendment of Schedule 7 (interpretation of term “provisions”) to the Small Companies Accounts Regulations

Amendment of Schedule 8 (general interpretation) to the Small Companies Accounts Regulations

Editorial notes

[^c22494251]: S.I. 2007/193 and S.I. 2007/1679.

[^c22494261]: 1972 c.68. Section 2(2) was amended by section 27(1)(a) of the Legislative and Regulatory Reform Act 2006 (c.51) and by Part 1 of the Schedule to the European Union (Amendment) Act 2008 (c.7). The enabling powers of section 2(2) were extended by virtue of the amendment of section 1(2) by section 1 of the European Economic Area Act 1993 (c.51).

[^c22494271]: 2006 c.46. Part 15 (accounts and reports) and Chapter 1 of Part 16 (requirement for audited accounts) of the Companies Act 2006 are applied, with modifications, to qualifying partnerships by the Partnerships (Accounts) Regulations 2008 (S.I. 2008/569).

[^c22494281]: Paragraph 2(2) was amended by section 27(c) of the Legislative and Regulatory Reform Act 2006.

[^c22494291]: S.I. 2008/409, amended by S.I. 2013/3008; there are other amending instruments but none is relevant. S.I. 2008/409 is applied, with modifications, to qualifying partnerships by S.I. 2008/569.

[^c22494301]: S.I. 2008/410, relevant amending instruments are S.I. 2008/569 and S.I. 2013/2005. S.I. 2008/410 is applied, with modifications, to qualifying partnerships by S.I. 2008/569.

[^c22494311]: Section 382(2) was substituted by the Small Companies (Micro-Entities' Accounts) Regulations 2013 (S.I. 2013/3008), regulation 4(1) and (2)(b).

[^c22494321]: Section 383(3) was substituted by S.I. 2013/3008, regulation 4(1) and (3)(b).

[^c22494331]: Section 414 was amended by S.I. 2013/3008, regulation 5(1) and (4).

[^c22494341]: S.I. 2008/1911, to which there are amendments not relevant to these Regulations.

[^c22494351]: S.I. 2008/1912.

[^c22494361]: Section 382(3) was amended by S.I. 2008/393, regulation 3(1).

[^c22494371]: Section 383(4) was amended by S.I. 2008/393, regulation 3(2).

[^c22494381]: Section 394A was inserted by the Companies and Limited Liability Partnerships (Accounts and Audit Exemptions and Change of Accounting Framework) Regulations 2012 (S.I. 2012/2301), regulation 9.

[^c22494391]: OJ No. L 182, 29.6.13, p. 19.

[^c22494401]: Section 394B was inserted by S.I. 2012/2301, regulation 9.

[^c22494411]: OJ No. L 340, 22.12.07, p.66.

[^c22494421]: Section 408 was amended by S.I. 2008/393, regulation 10.

[^c22494431]: Section 410A was inserted by S.I. 2008/393, regulation 8.

[^c22494441]: Section 414B was inserted by the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), regulation 3.

[^c22494451]: Section 444 was amended by S.I. 2013/3008, regulations 6(a) and (b) and 12.

[^c22494461]: Paragraph 1A of Schedule 1 to 2008/409 is inserted by regulation 16(2)(c) of these Regulations.

[^c22494471]: Section 448A was inserted by S.I. 2012/2301, regulation 11.

[^c22494481]: Section 448B was inserted by S.I. 2012/2301, regulation 11.

[^c22494491]: Section 465(3) was amended by S.I. 2008/393, regulation 4(1).

[^c22494501]: Section 466(4) was amended by S.I. 2008/393, regulation 4(2).

[^c22494511]: Section 472 was amended by S.I. 2013/3008, regulation 7(4).

[^c22494521]: Section 479A was inserted by S.I. 2012/2301, regulation 7.

[^c22494531]: Section 479B was inserted by S.I. 2012/2301, regulation 7.

[^c22494541]: Section 497A was inserted by the Companies Act 2006 (Accounts, Reports and Audit) Regulations 2009 (S.I. 2009/1581), regulation 6 and subsequently amended by the Financial Services Act 2012 (Consequential Amendments) Order 2013 (S.I. 2013/636), Schedule, paragraph 9.

[^c22494551]: Schedule 8 was amended by the Companies (Shareholders' Rights) Regulations 2009 (S.I. 2009/1632), regulation 21(2).

[^c22494561]: Paragraph 8(5) was amended by S.I. 2013/3008, regulation 2(1).

[^c22494571]: Paragraph 11(3) was amended by S.I. 2013/3008, regulation 13.

[^c22494581]: S.I. 2008/569, to which there are amendments not relevant to these Regulations.

[^c22494591]: S.I. 2008/373, amended by S.I. 2013/2224.

[^c22494601]: S.I. 2009/2436, to which there are amendments not relevant to these Regulations.

[^key-27545a2b7eb5f8822751006a1b2df94b]: Words in reg. 2(3)(a) substituted (1.10.2015) by The Companies, Partnerships and Groups (Accounts and Reports) (No. 2) Regulations 2015 (S.I. 2015/1672), regs. 2(1), 5(2)(a)

[^key-1a72d60e5082e333a65f55b2f5fdd615]: Words in reg. 2(4) inserted (1.10.2015) by The Companies, Partnerships and Groups (Accounts and Reports) (No. 2) Regulations 2015 (S.I. 2015/1672), regs. 2(1), 5(2)(b)

[^key-eb24fed5618ed23bcaaec5843db9c942]: Word in reg. 3 omitted (1.10.2015) by virtue of The Companies, Partnerships and Groups (Accounts and Reports) (No. 2) Regulations 2015 (S.I. 2015/1672), regs. 2(1), 5(3)(a)

[^key-bb53b18480b8bc9ed1e2b89a8489bbd6]: Reg. 3(c) and word inserted (1.10.2015) by The Companies, Partnerships and Groups (Accounts and Reports) (No. 2) Regulations 2015 (S.I. 2015/1672), regs. 2(1), 5(3)(b)