The following changes to Companies Act 2006 come into force from 6th April 2008.
Statutory accounts delivery time reduced by 1 month
Private companies and public companies with accounting periods starting on or after 6th April 2008 are required to file its statutory accounts to Companies House 9 months and 6 months after the year end respectively. Failure to comply will result in late filing penalty being issued to the company. A new late filing penalties charges have been introduced and will take effect from 1 February 2009.
Company secretary
Private companies decided no longer need to have their company secretary required to file form 288b (company secretary resignation) to Companies House either electronically or paper form.
If the company’s Articles have specific reference to the company having a secretary must submit a written or special resolution together with updated version of the Articles to Companies House in order to have the option not to keep company secretary.
However, if the Articles only refer to the secretary’s duties, there is no need to amend the Articles.
However, public companies remain mandatory to have a company secretary.
Company secretary can be corporate or person. Secretaries who are individual person will be able to file service address for the public records and corporate secretaries will be required to give details of where they are register and the companies registered number.
Directors
With effect from October 2009, company directors must be a person.
Share Capital – public limited companies
PLC is required to have a minimum authorised share capital of £50,000 or €65,600. Section 761 -767 of the Companies Act 2006 relate to the public company minimum share capital in Euros, previously only sterling was permitted.
Auditors Report
For accounting periods starting on or after 6th April 2008, auditors’ reports will have to state the name of the person signing the report. Where the auditor is a firm the report must be signed by the senior statutory auditor within the firm, state his name and the name of the firm. All auditors’ reports must be dated.
There is exemption to the above where the company feels that there is a rick that the auditor or any other person is at risk of serious violence or intimidation as a result of the auditors’ name being stated they may pass a resolution to omit the name. A notice of the resolution must be given to the Secretary of State. A copy of the resolution or notice must not be filed at Companies House.
Section 507 states it is an offence where a person knowingly or recklessly causes an auditors report to include any misleading, false or deceptive materials will be liable to penalty up to £5000.
Sections 522-525 are new provisions which introduce new duties on auditors and companies to notify appropriate authorities when an auditors leave office, setting out the circumstances or reasons if any.
Small Companies with accounting periods starting on or after 6 April 2008
Small companies eligible to file Abbreviated accounts, to include statements on accounts stating it was prepared in accordance with the Companies Act 2006 and related regulation.
The special auditors report should state that in the auditors opinion:
Audit exempt small companies
The company must include the following statements on the balance sheet:
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:
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The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476.
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The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparations of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies’ regime.
Small companies do not deliver abbreviated accounts may choose not to include a copy of the directors report and/or profit and loss account. In this case, the balance sheet must include the following statement:
The accounts have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
Dormant audit exempt companies
The company must include the following statements on the balance sheet:
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:
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The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476.
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The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparations 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.
Medium Size Company with accounting periods starting on or after 6 April 2008
The balance sheet (if appropriate, the directors report) must contain a statement that the accounts are prepared in accordance with special provisions in section 445(3) of the Companies Act in regards to medium size companies.
The special auditor’s report should state that in the auditor opinion:
The company is entitled to deliver abbreviated accounts in accordance with section 445(3) of the Companies Act 2006and that they have been properly prepared in accordance with the regulations made by the Secretary of State; as the case may be.
Accounts that include an auditor’s report or special auditor report
If a company feels that the auditor or any other person is at risk of serious violence or intimidation as a result of the auditors’ name being stated they may pass a resolution to omit the name. A copy of this resolution MUST NOT be submitted to Companies House but the auditor’s report would need to contain the following statement
In accordance with section 506 Companies Act 2006 a resolution has been passed and notified to the Secretary of State.
Please feel free to email us should you have any questions on Companies Act 2006 changes.
