Guidance

Companies House accounts guidance

Updated 1 October 2024

This guidance tells you about the accounts a company must deliver every year to Companies House. You should read this guidance together with the Companies Act 2006 and the relevant regulations which are available on the UK legislation website.

All companies must file annual accounts with Companies House - including dormant companies and flat management companies.

If you do not comply, there could be serious consequences. The registrar might assume that the company is no longer carrying on business or in operation and take steps to strike it from the register.

1. Accounting reference dates

1.1 A company’s financial year

A financial year is usually a 12 month period for which you prepare accounts. Every company must prepare accounts that report on the performance and activities of the company during the financial year.

For an existing company, your financial year starts on the day after the previous financial year ended.

For a new company, your financial year starts on the day of incorporation.

Financial years are determined by reference to an accounting reference period that ends on a specified date. This is known as the accounting reference date (ARD).

You can choose to make up your accounts to the ARD or a date up to 7 days either side of it.

1.2 How to determine your company’s ARD

For all new companies, their first accounting reference date will be the last day of the month in which the anniversary of their incorporation falls. Subsequent accounting reference dates will automatically fall on the same date each year.

Example If your company was incorporated on 6 April 2016 its first accounting reference date would be 30 April 2017 and 30 April for every following year.

1.3 How to change a company’s ARD

You can change the current or the immediately previous accounting reference date to extend or shorten the period.

To change your company’s ARD, you can:

• file online
• use software
• send a paper form AA01 to Companies House

You must do this before the filing deadline of the accounts for the period that you wish to change. If accounts for a particular accounting reference period become overdue, it is too late to change your accounting reference date.

Private companies have 9 months, and public companies have 6 months to submit 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. See filing deadlines.

1.4 Restrictions on changing the ARD

You can change an ARD 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 cannot 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:

• the company is in administration
• the Secretary of State has approved this
• the company is aligning its accounting reference date with that of a subsidiary or parent undertaking under the law of the UK

There are no additional restrictions when changing your company’s first ARD.

Many companies make the mistake of simply adding 6 months to the end of the period - which can sometimes extend the period beyond 18 months and lead to the application being rejected.

When you extend your first accounting period to the maximum 18 months, you must count the date of incorporation as the first day of the period.

2. Accounting records

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

Accounting records must include:

• entries showing all money received and expended by the company
• a record of the assets and liabilities of the company

Also, if your company’s business involves dealing in goods, the records must include:

• 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
• statements of all goods sold and purchased, other than by ordinary retail trade. This should list the goods, the buyers and sellers

Parent companies must ensure that any subsidiary undertaking keeps sufficient accounting records so that the directors of the parent company can prepare accounts that comply with the Companies Act or UK-adopted International Accounting Standards.

2.1 Where to keep your company’s 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 6 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 requirements of the Companies Act, including where the accounts are prepared using UK-adopted International Accounting Standards.

2.2 Length of time that accounting records must be kept

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

3. Accounts for your members

The directors of every company must prepare accounts for each financial year. These are called individual accounts. A parent company must also prepare group accounts (but for parent companies that qualify as small this is optional).

A dormant company that is also a subsidiary may be able to claim exemption from preparing or filing accounts - if it meets certain conditions. See dormant subsidiaries.

3.1 Contents of your company’s accounts

Generally, accounts must include:

• 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 on behalf of the board and the printed name of that director
• notes to the accounts
• group accounts (if appropriate)

And accounts must generally be accompanied by:

• a directors’ report signed by a secretary or director and their printed name, including a business review (or strategic report) if the company does not qualify as small
• an auditors’ report (unless the company is exempt from audit) - this must state the name of the auditor, and be signed and dated by them

Companies do not have to use a professional accountant to prepare accounts. However, directors must be aware of their legal responsibilities - if you’re uncertain about the requirements you should consider seeking professional advice.

3.2 Sending accounts to your company’s members

Every company must send a copy of its annual accounts for each financial year to:

• every member of the company
• every holder of the company’s debentures
• every person who is entitled to receive notice of general meetings

This does not apply to certain dormant subsidiary companies that are exempt from preparing accounts.

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 lay accounts before members at a general meeting, they can pass a special resolution to remove that provision.

A public company must lay their accounts before its members at an annual general meeting.

A company may pass a resolution or make provision in its articles to send or supply documents (including accounts) to its members online. Members do not have to agree to receive communications in this way and have the right to request a paper copy.

3.3 Approving and signing accounts

The company’s board of directors must approve the accounts before they send them to the company’s members:

• a director must sign the balance sheet on behalf of the board and print their name - any exemption statements must appear above the director’s signature
• a director or the company secretary must sign the directors’ report on behalf of the board and print their name - any statement about “being prepared under the small companies regime” must appear above the signature
• if the company has to attach an auditor’s report to the accounts, the report must include the auditor’s signature and their name must be printed
• 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

4. Accounts for Companies House

Companies House cannot give technical advice on your accounts. We can only give general guidance, not technical advice on specific accounting or legal issues.

All information contained in the accounts will appear on the public record. Read more about personal information on the Companies House register.

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.

4.1 Private and public limited companies

All private limited and public companies must file their accounts at Companies House.

You must send Companies House a copy of the accounts you have already prepared for your members or shareholders. However small companies and micro-entities can prepare an abridged version of those accounts which has less detail by omitting certain balance sheet items.

Qualifying dormant companies can deliver even simpler annual accounts to Companies House.

4.2 Unlimited companies

Unlimited companies only need to deliver accounts to Companies House if at any time during the accounts period, 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 if each of the company’s members was:

• a limited company
• another unlimited company each of whose members was a limited company
• a Scottish partnership each of whose members was a limited company

A dormant subsidiary may be able to claim exemption from the preparation or filing of its accounts under certain circumstances. See dormant accounts.

4.3 Filing your accounts with other parts of government

You must file your accounts at Companies House in accordance with the Companies Act 2006.

If applicable, you must still file with other regulatory bodies according to their requirements and filing deadlines. You should contact the relevant organisation for more information about their requirements.

Charitable companies cannot currently file full audited accounts online.

Charitable companies must file their accounts at Companies House on paper or by using third party software.

The Charity Commission has published a template to help charitable companies prepare their accounts. You can send a completed copy of this template to Companies House.

See guidance from The Charity Commission.

5. Deadlines for filing accounts

Unless you are filing your company’s first accounts, the time normally allowed for delivering accounts to Companies House is:

• 9 months from the accounting reference date, for a private company
• 6 months from the accounting reference date, for a public company

5.1 Definition of a ‘month’ for accounts

A period of months after a given date ends on the corresponding date in the appropriate month.

Example A private company with an accounting reference date of 4 April has until midnight on 4 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.

Example A private company with an accounting reference date of 30 April has until midnight on 31 January of the following year to deliver its accounts (not 30 January).

If a filing deadline falls on a Sunday or Bank Holiday, the law still requires you to file the accounts by that date. To avoid a penalty, make sure you send acceptable accounts in time to arrive before the deadline.

It’s the date that you deliver acceptable accounts to Companies House (which meet the relevant legal requirements) that is important - not the date that you sent the accounts.

See our office access and opening times.

5.2 Deadlines for filing your 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 3 months from the accounting reference date (whichever is longer)
• 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.

Example A private company incorporated on 1 January 2011 with an accounting reference date of 31 January has until midnight on 1 October 2012 (21 months from the date of incorporation) to deliver its accounts.

If the first accounts cover a period of 12 months or less, the normal times allowed for delivering accounts apply.

5.3 Deadline for filing your company’s accounts if you have shortened your account period

When a company shortens its accounting period, the new filing deadline will be the longer of the following 2 options:

• 9 months for a private company (or 6 months for a public company) from the new accounting reference date
• 3 months from the date of receipt of the notice (change of accounting reference date - form AA01)

5.4 Applying for extra time to file your company’s accounts

You can apply to extend your filing deadline if an unplanned event stops you from filing your accounts.

Find out how to apply for more time to file your company’s accounts.

6. Penalties for failing to file accounts

Failure to deliver accounts on time is a criminal offence. In addition, the law imposes a civil penalty for late filing of accounts on the company.

The amount of the penalty depends on how late the accounts arrive and whether the company is private or public at the date of the balance sheet:

Length of period	Private company	Public company
Not more than 1 month	£150	£750
More than 1 month but not more than 3 months	£375	£1,500
More than 3 months but not more than 6 months	£750	£3,000
More than 6 months	£1,500	£7,500

See our guidance on late filing penalties.

6.1 If you do not submit accounts to Companies House

If the registrar believes that a company is no longer carrying on business or in operation, it could be struck off the register and dissolved. If this happens, all the assets of the company (including its bank account and property) could become the property of the Crown.

Failing to deliver documents is a criminal offence - and all directors of the company risk prosecution.

If convicted, a director could end up with a criminal record and a potentially unlimited fine for each offence. This is separate from any late filing penalty imposed on the company.

7. How to file your accounts at Companies House

7.1 Filing your accounts online

You can use our online filing service to file:

• dormant company accounts for companies that have never traded
• micro-entity accounts
• small audit exempt abbreviated accounts (only for accounting periods beginning before 1 January 2016)

There are also a variety of software providers which offer a range of accounting packages to prepare and file accounts. Most types of accounts can be filed using software, depending on the functionality of the software package you’re using.

7.2 Joint filing the same accounts with Companies House and HMRC

If you have prepared micro-entity or small company audit exempt accounts you may be able to file them using the Company accounts and tax online (CATO) service. This allows you to enter your accounts data once and submit to both Companies House and HMRC.

To use this option, you’ll need:

• Government Gateway credentials (which you can request from the HMRC website)
• a company authentication code from Companies House

The joint filing option will allow you to submit audit exempt accounts of the following types to both organisations:

• full
• abridged
• micro-entity

Small companies can also choose to remove certain parts of their accounts (such as the profit and loss account and the director’s report) which they do not need to file with Companies House.

Companies House and HMRC have different filing deadlines and penalties for late filing. It’s the directors’ responsibility to know the company’s deadline dates.

7.3 Filing your accounts on paper

If filing on paper, you must get your accounts to us in plenty of time before your filing deadline - you will not be given any extra time if they are rejected.

You must include the company name and number on one of the accounts component parts - such as the directors’ report or balance sheet. You can also include the name and number on any cover sheet delivered with the accounts.

Your accounts must also meet the following requirements:

• the copy of the balance sheet must be signed by a director
• the copy of the balance sheet must show the printed name of the director who signed it on behalf of the board
• the copy of the directors’ report must include the printed name of the director or company secretary who signed the report
• if the company has to attach an auditor’s report to the accounts, the copy of the auditor’s report must state the auditor’s name

You must include the printed name of the person who signed the balance sheet - even if the signature is legible. Companies House will reject your accounts if you do not meet these requirements.

We can accept certain digital signatures. Read our policy on digital signatures.

Where the auditor is a firm, the auditor’s report must state:

• the name of the auditor
• the name of the senior statutory auditor who signed it on behalf of the firm

See auditors for more information.

7.4 Filing your accounts in a language other than English

If you prepare accounts in another language, you must also send with them a certified translation into English.

If the company is registered in Wales, you can choose to send your accounts in Welsh without an English translation.

Companies can also send voluntary certified translations in an official language of the EU. A voluntary translation must include a completed form VT01.

8. Micro-entity accounts

There are 3 classifications of company size to consider when preparing your accounts - small, medium or large. For small companies there’s also sub-classification called a micro-entity, which applies to very small companies.

To determine whether your company is a micro-entity, small or medium-sized, there are thresholds for:

• turnover
• balance sheet total (meaning the total of the fixed and current assets)
• the average number of employees

Any companies that do not meet the criteria for micro-entities, small or medium are large companies. Large companies must prepare and submit full accounts.

Micro-entities can prepare and file a balance sheet with less information than for a small, medium or large company. Additionally, a micro-entity can benefit from the exemptions available to small companies such as:

• exemption from audit
• the requirement to file a directors’ report or profit and loss account at Companies House

Micro-entities still need to send accounts to their members and file accounts at Companies House.

If you think your company qualifies as a micro-entity, you may wish to consult a professional accountant before you prepare micro-entity accounts.

8.1 Conditions to qualify as a micro-entity

A micro-entity must meet at least 2 of the following conditions:

• turnover must be not more than £632,000
• the balance sheet total must be not more than £316,000
• the average number of employees must be not more than 10

8.2 Companies that cannot prepare and submit micro-entity accounts

You cannot prepare and submit micro-entity accounts if your company is (or was at any time during the financial year):

• a limited partnership
• a qualifying partnership (as defined under the Partnership (Accounts) Regulations 2008)
• a public limited company
• an overseas company
• an unregistered company
• a company authorised to register under section 1040 of the Companies Act 2006
• a charitable company
• a company excluded under section 384 or 384B of the Companies Act 2006

8.3 Qualifying as a micro-entity every year

Generally, a company qualifies as a micro-entity in its first financial year if it meets the conditions in that year. In any following years, a company must meet the conditions in that year and the year before.

If a company qualified as a micro-entity in one year, but no longer meets the criteria in the next year - it may continue to claim the exemptions available in the next year. If that company then reverts back to being a micro-entity (by meeting the conditions in the following year) the exemption will continue uninterrupted.

8.4 Contents of micro-entity accounts

A micro-entity must prepare accounts that contain:

• a balance sheet that complies with one of the specified formats given in the relevant regulations, along with any footnotes
• a profit and loss account that complies with the specified format given in the relevant regulations
• an auditors’ report (unless the company is claiming exemption from audit as a small company)
• any notes to the accounts

The balance sheet must contain a statement that:

The accounts have been prepared in accordance with the micro-entity provisions and have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

This statement must be in a prominent position above the director’s signature and printed name. It should also appear in the original accounts - not only the copy sent to Companies House.

Micro-entities do not have to deliver a copy of the profit and loss account to Companies House.

8.5 Audit exemption as a micro entity

A micro-entity may claim audit exemption as a small company. If it meets the qualification criteria for the exemption, it may submit unaudited accounts.

Some companies must have an audit and cannot take advantage of audit exemption.

9. Small companies

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

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

9.1 Qualifying as a small company

For accounting periods beginning on or after 1 January 2016, a small company must meet at least 2 of the following conditions:

• annual turnover must be not more than £10.2 million
• the balance sheet total must be not more than £5.1 million
• the average number of employees must be not more than 50

For accounting periods beginning before 1 January 2016 the thresholds were:

• 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

9.2 Companies that cannot prepare and submit small company accounts

You cannot prepare and submit small company accounts if the company is, or was at any time during the financial year:

• a public company
• a member of an ineligible group
• an authorised insurance company, a banking company, an e-money issuer, a MiFID (Markets in Financial Instruments Directive) investment firm or a UCITS (Undertakings for Collective Investment in Transferable Securities) management company or carried on insurance market activity

A group is ineligible if any of its members is:

• a company whose transferable securities are admitted to trading on a UK regulated market
• a body corporate (other than a company) whose shares are admitted to trading on a UK regulated market
• a person (other than a small company) who has permission under Part 4a 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
• a person who carries on insurance market activity

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 (or strategic report) in the directors’ report prepared for members and from filing the directors’ report at Companies House.

For queries about financial services companies which are excluded from the small companies regime, contact the Financial Conduct Authority.

9.3 Qualifying as a small company every year

Generally, a company qualifies as small in its first financial year if it meets the conditions in that year. In any following years, a company must meet the conditions in that year and the year before.

If a company qualified as small in one year, but no longer meets the criteria in the next year - it may continue to claim the exemptions available in the next year. If that company then reverts back to being small (by meeting the conditions in the following year) the exemption will continue uninterrupted.

9.4 Conditions to qualify as a small group

For accounting periods beginning on or after 1 January 2016, a group of companies must meet at least 2 of the following conditions to qualify as small:

• the aggregate turnover must be not more than £10.2 million
• the aggregate balance sheet total must be not more than £5.1 million
• the aggregate average number of employees must be not more than 50

For accounting periods beginning before 1 January 2016:

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

Generally, a group qualifies as small in its first financial year if it meets the conditions in that year. In any following years, a group must meet the conditions in that year and the year before.

If a group qualified as small in one year, but no longer meets the criteria in the next year - it may continue to claim the exemptions available in the next year. If that group then reverts back to being small (by meeting the conditions in the following year) the exemption will continue uninterrupted.

9.5 Contents of small company accounts

Small company accounts prepared for members usually include:

• a profit and loss account
• a balance sheet, signed by a director on behalf of the board and the printed name of that director
• notes to the accounts
• group accounts (if a small parent company chooses to prepare them)

Small company accounts should also be accompanied by:

• a directors’ report that shows the signature of a secretary or director and their printed name
• an auditors report that includes the printed name of the registered auditor (unless the company qualifies for exemption from audit

The balance sheet must contain the following statement (in a prominent position above the director’s signature and printed name):

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

Small companies do not have to deliver a copy of the directors’ report or the profit and loss account to Companies House. If you choose not to deliver a copy of the profit and loss, the company must state this on the balance sheet.

The requirements for companies subject to the small companies regime are set out in Parts 15 and 16 of the Companies Act 2006. You can find more information on the detailed format and content of accounts for small companies in the relevant regulations.

9.6 Small company abridged accounts

The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 introduced abridged accounts - and ended abbreviated accounts. This means that abbreviated accounts cannot be prepared and filed for accounting periods starting on or after 1 January 2016.

Abridged accounts contain a balance sheet with a sub-set of the information included in a full balance sheet. The profit and loss account may also contain a sub-set of the information included in a full profit and loss account.

Companies must now prepare and file the same set of accounts for its members and Companies House. This means that a company will decide when preparing the accounts whether or not to abridge them (or to prepare micro entity accounts).

Previously a company would prepare full accounts for its members, and would then decide whether or not to abbreviate them for Companies House.

If you choose to file an abridged balance sheet, profit and loss account, or both - you must include a statement on the balance sheet that:

The members have agreed to the preparation of abridged accounts for this accounting period in accordance with section 444(2A).

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

9.7 Other exemptions available to small companies

The Companies Act 2006 and regulations also set out what the directors’ report of a small company must contain. It does not have to contain a business review (or strategic report) or a statement of the amount 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 to this effect above the director’s or secretary’s signature and printed name.

Small companies can also usually claim exemption from audit and submit unaudited accounts - if they meet the qualification criteria.

A small company which has chosen to not file its profit and loss account, may also choose not to file a copy of the auditor’s report on their accounts. In this case they must make the following disclosures in the notes to their accounts:

• the auditor’s name (if the auditor was a firm, the name of the senior statutory auditor)
• whether the auditor’s report was qualified or unqualified
• if the report was qualified, what the qualification was

9.8 Special rules for small groups

A parent company does not have to prepare group accounts or submit them to Companies House if the group qualifies as small (and is not ineligible).

If a small parent company decides to prepare group accounts, their content is prescribed by the Companies Act 2006 and Schedule 6 to the Small Companies and Groups (Accounts and Directors’) Report Regulations 2008.

If you prepare group accounts, they must contain a statement on the balance sheet (above the signature and printed name) confirming that:

The accounts are prepared in accordance with the provisions applicable to companies subject to the small companies regime.

10. Audit exemption for small companies and micro-entities

Certain companies do not need to have an audit - but only if they’re eligible and want to take advantage of this exemption.

If a company qualifies as a micro-entity, it also qualifies as a small company - so it can also take advantage of this exemption.

Some companies must have an audit and cannot take advantage of audit exemption.

For accounting periods beginning on or after 1 January 2016, to qualify for audit exemption a company must qualify as small during that financial year.

It must meet any 2 of the following:

• annual turnover must be not more than £10.2 million
• the balance sheet total must be not more than £5.1 million
• the average number of employees must be not more than 50

Even if a small company meets these criteria, it must still have its accounts audited if demanded by:

• a member or members holding at least 10% of the nominal value of issued share capital
• a member holding 10% of any class of shares
• 10% of its members in number - for companies limited by guarantee

The demand for the audit of the accounts 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.

10.1 Small company audit exemption statements

If a small company qualifies for audit exemption, it can submit unaudited accounts to Companies House.

In either case, the balance sheet must contain wording to the effect of the following statements above the director’s printed name and 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
• 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

10.2 Audit exemption for Northern Ireland charitable companies

Previously, there were different thresholds for audit exemption for Northern Ireland charitable companies.

Companies with financial years beginning on or after 1 January 2016 may claim audit exemption if they meet the same criteria as other UK companies. This replaces the previous thresholds for Northern Ireland charitable companies for financial years beginning on or after 1 January 2016.

For financial years beginning before 1 January 2016, the thresholds to claim audit exemption for a small Northern Ireland charitable company remain:

• gross income must not be more than £90,000
• its balance sheet total for that year must not be more than £2.8 million

Alternatively, for financial years beginning before 1 January 2016, a charity may be partially exempt from the requirement for an audit if there is a suitable accountants report to the accounts and the company meets both the following conditions in respect of a financial year:

• gross income must be more than £90,000 and not more than £250,000
• its balance sheet total for that year must not be more than £1.4 million

Northern Ireland charities that want to claim audit exemption for financial years before 1 January 2016 must show the following statements on their balance sheet above the director’s signature:

• For the year ended (insert date), the company was entitled to exemption under Article 257A(1) (or Article 257A(2) in the case of partial exemption) of the Companies (Northern Ireland) Order 1986. No members have required the company to obtain an audit of its accounts for the year in question in accordance with Article 257B(2).
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.

Small company accounts must also make the following statement on the balance sheet above the director’s signature:

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

Charitable companies in England and Wales or Scotland will qualify for audit exemption under company law in the same way as any other company. Check with The Charity Commission for more information about audit requirements.

10.3 Companies that must have an audit

Your company must have an audit if at any time in the financial year it’s been:

• a public company (unless it’s dormant)
• an authorised insurance company or carrying out insurance market activity
• involved in banking or issuing e-money
• a Markets in Financial Instruments Directive (MiFID) investment firm or an Undertakings for Collective Investment in Transferable Securities (UCITS) management company
• a scheme funder of a master trust pensions scheme or a special register body or an employers’ association for the purpose of the trade union and labour relations framework (“a pensions or labour relations body”)
• a parent company or subsidiary company (unless it still qualifies for an audit exemption

11. Medium-sized company accounts

A medium-sized company is determined by its:

• turnover
• balance sheet total (meaning the total of the assets)
• average number of employees

A medium-sized company can prepare accounts according to special provisions applicable to medium-sized companies. It can also choose to submit reduced information to Companies House.

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

11.1 Qualifying as a medium-sized company

To be a medium-sized company, you must meet at least 2 of the following conditions:

• the annual turnover must be no more than £36 million
• the balance sheet total must be no more than £18 million
• the average number of employees must be no more than 250

11.2 Companies that cannot prepare and submit medium-sized company accounts

A company cannot be treated as a medium-sized company if it is, or was at any time during the financial year:

• 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
• 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 (i.e.Undertakings for Collective Investment in Transferable Securities) management company
• a person who carries on insurance market activity

11.3 Qualifying as a medium-sized company every year

Generally, a company qualifies as medium-sized in its first financial year if it meets the conditions in that year. In any following years, a company must meet the conditions in that year and the year before.

If a company qualified as medium-sized in one year, but no longer meets the criteria in the next year - it may continue to claim the exemptions available in the next year. If that company then reverts back to being medium-sized (by meeting the conditions in the following year) the exemption will continue uninterrupted.

11.4 Contents of medium-sized company accounts

Medium-sized accounts must include:

• a profit and loss account
• a balance sheet, showing the printed name and signature of a director
• notes to the accounts
• group accounts (if appropriate)

The accounts should be accompanied by:

• a directors’ report including a business review (or strategic report) showing the printed name of the approving secretary or director
• an auditor’s report that includes the name of the registered auditor (unless the company is exempt from audit)

A medium-sized company must deliver all of the component parts of their accounts to Companies House.

11.5 Exemptions available to medium-sized companies

Medium-sized companies can choose not to include certain information from the business review (or strategic report) 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 (or strategic report).

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).

Some subsidiary companies may be exempt from audit if they meet the conditions for subsidiary company audit exemption.

11.6 Medium-sized groups

There are no special rules for medium-sized groups. A medium-sized parent company must prepare group accounts and submit them to Companies House.

12. Dormant company accounts

All limited companies must deliver accounts to Companies House - whether they trade, or not.

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.

Dormant companies may claim exemption from audit in accordance with section 480 of the Companies Act 2006.

When determining if a company is dormant, you can disregard:

• payment for shares taken by subscribers to the memorandum of association
• fees paid to Companies House for a change of company name, the re-registration of a company and filing confirmation statements (or annual returns)
• payment of a civil penalty for late filing of accounts

12.1 Audit exemption as a dormant company

A dormant company is exempt from audit for that financial year if it has been dormant since its formation.

A company is also exempt from audit if it has been dormant since the end of the previous financial year and meets the following conditions:

• it’s entitled to prepare individual accounts in accordance with the small companies regime
• it’s not required to prepare group accounts
• it qualifies as a ‘small company’ in relation to that year, or would have qualified as small but for the fact that it is a public company or is a member of an ineligible group

In certain circumstances, a dormant company that is also a subsidiary can claim exemption from preparing accounts, filing accounts at Companies House, or both.

See dormant subsidiary exemption.

Some companies must have an audit and cannot take advantage of audit exemption.

12.2 Contents of dormant company accounts

Dormant company accounts submitted to Companies House do not need to include a profit and loss account or directors’ report.

Unaudited dormant accounts are much simpler than accounts for a trading company, but must contain:

• a balance sheet containing statements above the director’s signature and their printed name to the effect that ‘the company was dormant throughout the accounting period’
• any previous year’s figures for comparison - even though there are no items of income or expenditure for the current year
• certain notes to the balance sheet

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.

12.3 Dormant company audit exemption statements

If you submit your accounts to Companies House on paper, you must check that you have the following statements above the director’s signature and printed name:

• 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
• 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

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.

12.4 Filing your dormant accounts at Companies House

File your dormant accounts online. There are built-in checks which include all the required statements and prevent common errors.

This is now available for both companies limited by shares and companies limited by guarantee.

How to file your dormant accounts online.

If your company is dormant and has not traded since incorporation, you can also file a paper form AA02 - but it takes much longer to process paper documents sent to us by post.

The paper AA02 form is not suitable for every dormant company. For example, dormant subsidiary companies cannot file a form AA02 - the form does not include the specific details they have to submit.

This form is also not suitable for companies that became dormant after trading. In this case, you will need to prepare dormant accounts.

12.5 Deadlines to submit dormant accounts to Companies House

You have the same time allowed to file dormant accounts as for other accounts. The same late filing penalties apply to dormant accounts.

12.6 Dormant companies that start trading again

Your company will no longer be exempt from audit as a dormant company if:

• it begins commercial or trading activities during the financial period
• it would no longer qualify for some other reason - for example, if there have been significant accounting transactions that need to be entered in its accounting records

If this happens, 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, the company might qualify for exemptions as a small company.

13. Exemption from filing accounts as a dormant subsidiary company

Your subsidiary may not have to file annual accounts at Companies House if:

• it’s dormant throughout the financial year
• its accounts period ends on or after 1 October 2012
• its parent company is established under the law of any part of the UK

You may be able to claim exemption from:

• preparing accounts under section 394A of the Companies Act 2006
• filing accounts at Companies House under section 448A

If you claim exemption from preparing accounts, you do not have to prepare annual accounts for the subsidiary’s members or send them to Companies House.

If you claim exemption from filing accounts, you’ll still need to prepare annual accounts for the subsidiary - but you do not have to send them to Companies House.

You can also claim exemption from audit as a subsidiary company.

Some parent or subsidiary companies must have an audit and cannot take advantage of audit exemption.

13.1 What you must send to Companies House

The parent company can file a package of supporting documents for its subsidiaries instead of sending us accounts. The package consists of 3 documents:

• a written notice of agreement by the subsidiary’s members
• a statement of guarantee from the parent company - form AA06
• a copy of the parent company’s consolidated accounts

You must deliver all 3 documents to Companies House before the subsidiary’s accounts due date.

Agreement

The agreement is a written notice of consent that all members of the subsidiary company agree to the exemption for the financial year. It must clearly show the:

• subsidiary’s registered name and number
• section under which the agreement was made

Statement (form AA06)

Form AA06 is a statement from the parent company that it guarantees the subsidiary for the financial year. The guarantee is made under either:

• section 394C - exemption from preparing accounts for a dormant subsidiary
• section 448C - exemption from filing accounts for a dormant subsidiary

The statement must include the:

• registered name and number of the subsidiary
• subsidiary’s financial year that the guarantee is for
• statement date
• registered name and number of the parent company
• country where the parent company was registered and its registration number (if not in the UK)
• section number of the Companies Act 2006 that the guarantee is made under
• signatures on behalf of both the parent company and subsidiary - even if it’s the same person signing for both

Parent company’s accounts

You must send us a copy of the parent company’s consolidated accounts for the financial year (or an earlier date in the same financial year).

These accounts must include:

• a copy of the auditor’s report
• the annual report on those accounts
• the subsidiary company’s name and registered number

They must also clearly say that the subsidiary is exempt from either:

• preparing individual accounts under section 394A
• filing individual accounts under section 448A

It would help to write the subsidiary company’s name and registered number on the front page as a reference.

13.2 What the exemption means and when it takes effect

The exemption takes effect when we accept all 3 documents. It means that the parent company guarantees all the subsidiary’s outstanding liabilities at the end of the financial year.

The exemption remains in place until all the liabilities have been satisfied.

13.3 How to send your documents to Companies House

Currently, you can only file these documents on paper. You’ll need to send your documents to the Companies House office where the company is registered.

You can send them to us separately, but it’s quicker and easier for us to process if you send them together.

To help us get your documents to the correct team and avoid processing delays, you could include a covering letter to explain:

• that these are dormant subsidiary accounts
• the subsidiary company’s name and registered number
• the contents of the package
• where to find the subsidiary’s name and the exemption statements in the parent company’s accounts (such as page numbers)

14. Audit exemption for subsidiary companies

A parent company or subsidiary company qualifies for audit exemption if one or more of the following applies:

• it’s a dormant subsidiary and it’s not excluded from the dormant companies audit exemption
• it qualifies for the subsidiaries audit exemption
• for a private company, the group would qualify as a small group and an eligible group if all the incorporated bodies (which includes non-UK incorporated bodies) in the group were companies

A group is an eligible group when both of the following apply:

• apart from being a public company or a pensions or labour relations body, no member of the group is excluded from audit exemption individually as described above, or would be if it were a company
• no member of the group issues securities that are traded on a UK regulated market (or up to 31 December 2020 that are traded on an EU or UK regulated market)

14.1 How to claim exemption

In certain circumstances, a subsidiary may claim exemption from audit if its parent is established under the law of any part of the UK.

You’ll need to deliver to Companies House:

• a written notice that all members of the subsidiary company agree to the exemption in respect of the relevant financial year
• a correctly completed form AA06 - statement from the parent undertaking that it guarantees the subsidiary under section 479C of the Companies Act 2006 in respect of the relevant financial year
• a copy of the parent undertaking’s consolidated accounts including a copy of the auditor’s report and the annual report on those accounts

You must deliver these documents to Companies House before the date your accounts are due.

Please note:

• the subsidiary must be included in the parent’s consolidated accounts for the relevant financial year or to an earlier date in the same financial year. The parent undertaking must disclose in the notes to their consolidated accounts that the subsidiary is exempt from the requirements of this Act relating to the audit of accounts under section 479A of the Companies Act 2006
• the agreement and the parent’s consolidated accounts must show the subsidiary company’s name and registered number in a prominent place on the document
• this exemption will only be available if your company’s financial year ends on or after 1 October 2012

14.2 Information on the statement (form AA06)

The statement (form AA06) must include:

• the registered name and number of the subsidiary
• the subsidiary’s financial year to which the guarantee relates
• the statement date
• the name of the parent undertaking and its registered number

The statement must also include details of the section of the Companies Act 2006 under which the guarantee is being given:

• section 394c - exemption from preparing accounts for a dormant subsidiary
• section 448c - exemption from filing accounts for a dormant subsidiary
• section 479c - audit exemption for a subsidiary undertaking

14.3 What the guarantee means and when it takes effect

The guarantee has the effect that the parent undertaking guarantees all outstanding liabilities that the subsidiary is subject to at the end of the financial year.

The guarantee takes effect when it’s delivered to Companies House and remains in force until all of the liabilities have been satisfied.

14.4 Audit exemption statements

The subsidiary company must include statements on the balance sheet of its individual accounts to the effect that:

• for the year ending (dd/mm/yyyy) the company was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies
• 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

15. Auditors

An auditor is a person who makes an independent report to a company’s members on whether the company has prepared its financial statements in accordance with Company Law and the applicable financial reporting framework.

The report must also state whether a company’s accounts give a true and fair view of its affairs at the end of the year.

15.1 How to appoint an auditor

An auditor must be appointed for each financial year, unless the directors reasonably resolve otherwise on the ground that audited accounts are unlikely to be required. The rules are different for public and private companies.

For public companies, the directors appoint the first auditor of the company. The auditor then holds office until the end of the first meeting of the company, where the directors lay its accounts before the members. At that meeting, the members of the company can re-appoint the auditor, or appoint a different auditor, to hold office from the end of that meeting until the end of the next meeting at which the directors lay accounts.

For private companies, the directors appoint the first auditor of the company. The members may then appoint or re-appoint an auditor each year at a meeting of the company’s members, or by written resolution, within 28 days of the directors sending the accounts to the members. If they do not do so for a particular year, the appointed auditor remains in office until the members pass a resolution to reappoint him or to remove him as auditor (5% of members, or fewer if the articles say so, can force the consideration of a resolution to remove an auditor). This provision does not apply if the auditor’s most recent appointment was by the directors or the company’s articles require annual appointment.

15.2 What an auditor does

The auditor conducts the audit in accordance with UK-adopted International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board.

An audit includes examination of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in preparing the financial statements.

15.3 What an auditor’s report includes

The auditor’s report must include:

• an introduction identifying the accounts that were the subject of the audit
• a description of the scope of the audit identifying the auditing standards used and the financial reporting framework used in the preparation of the accounts
• a statement as to whether in the auditor’s opinion the accounts have been prepared in accordance with the Companies Act 2006
• a statement as to whether they give a true and fair view of the company’s or (in the case of group accounts) group’s financial affairs
• a statement as to whether the directors’ report is consistent with the accounts
• if the auditors are of the opinion that the company has not kept adequate accounting records, a statement to that effect
• if the company has not provided the auditors with all the information they need to complete the report, a statement to that effect

The auditor’s report must be either unqualified or qualified and include a reference to any matters to which the auditors wish to draw attention by way of emphasis without qualifying the report.

The auditors will qualify the report where either there has been a limitation on the scope of the auditors’ work or where there is a material disagreement between the company and the auditors about the accounts.

15.4 Responsibility for signing the auditor’s report

The auditors must sign and date the report they provide to the company upon completion of the audit. They must also print their name.

Where the auditor is a firm, the senior statutory auditor must sign the original auditor’s report in their own name on behalf of the firm. They must also date the signature.

The company must state the name of the senior statutory auditor in copies of the auditor’s report which it publishes.

Copies of the auditor’s report delivered to Companies House must state the names of the audit firm and the senior statutory auditor - but it does not need to be signed.

15.5 Exemptions from stating the auditor’s name on the auditor’s report

If the company considers that the auditor or any other person would be at risk of serious violence or intimidation if the name of the auditor (or ‘senior statutory auditor’ on behalf of an audit firm) appeared on filed or published copies of the report - they may pass a resolution to omit the name from those copies.

Do not send a copy of the resolution to Companies House. You should send notice to:

The Secretary of State
PO Box 4082
Cardiff
CF14 3WE

The notice must state the:

• name and registered number of the company
• financial year of the company to which the report relates
• name of the auditor
• name of the senior statutory auditor who signed the report (where the auditor is a firm)

The auditor’s report attached to the accounts would need to contain the following statement:

The company has passed a resolution in accordance with section 506 of the Companies Act 2006 that the auditor’s name should not be stated.

15.6 Requirements when choosing an auditor

An auditor must be independent of the company. This means you cannot appoint a person as an auditor if they are:

• an officer or employee of the company or an associated company
• a partner or employee of such a person, or a partnership of which such a person is a partner

Your accountant may act as the company’s auditors if they do not fall into one of these categories - and they have a current audit-practising certificate issued by a recognised supervisory body.

Not all members of a recognised supervisory body are eligible to act as an auditor. The appropriate supervisory body will be able to tell you whether a particular individual or firm has a current audit-practising certificate.

15.7 Recognised supervisory bodies

The Professional Oversight Board recognises these bodies as having rules designed to ensure that auditors are of the appropriate professional competence. Each recognised body has strict regulations and a disciplinary code to govern the conduct of their registered auditors.

There are 4 recognised supervisory bodies:

The Institute of Chartered Accountants of Scotland

The Institute of Chartered Accountants of Scotland
21 Haymarket Yards
Edinburgh
EH12 5BH

The Institute of Chartered Accountants in England and Wales

The Institute of Chartered Accountants in England and Wales
Level 1
Metropolitan House
321 Avebury Boulevard
Milton Keynes
MK9 2FZ

The Institute of Chartered Accountants in Ireland

The Institute of Chartered Accountants in Ireland
The Linenhall
32-38 Linenhall Street
Belfast
BT2 8BG

The Association of Chartered Certified Accountants

The Association of Chartered Certified Accountants
29 Lincoln’s Inn Fields
London
WC2A 3EE

15.8 Auditors’ duties

Subject to the Auditing Practices Board ethical standards, the auditors’ statutory duties are limited to checking that there are adequate books and records, and to reporting on the annual accounts.

Subject again to those ethical standards, there is nothing to stop a company employing an auditor for other purposes (such as keeping the books or compiling the tax return) if they do not take part in the management of the company.

You should agree an engagement letter that sets out the scope of the auditor’s engagement and the form of any reports that the auditor will make.

15.9 Removal of auditors

The members of a company may remove an auditor from office at any time during their term of office. They or the directors must give 28 days notice of their intention to put to a general meeting a resolution to remove the auditor.

The company must send a copy of the notice to the auditor, who then has the right to make a written response and require that the company sends it to the company’s members, and to speak at the meeting where the resolution is to be considered.

The company must register a form AA03 at Companies House within 14 days of the resolution being passed to remove the auditor.

Although a company may remove an auditor from office at any time, the auditor may be entitled to compensation or damages for termination of appointment.

Alternatively, a company may decide not to reappoint the auditor for a further term.

For a private company, the members can prevent the reappointment of an auditor by ordinary resolution.

Members representing at least 5% of the company’s voting rights can also prevent the reappointment of an auditor by notifying the company. The notices must be received before the end of the accounting reference period preceding the deemed reappointment.

15.10 What an auditor must do when ceasing to hold office

If an auditor ceases to hold office for any reason, they must deliver a statement at the company’s registered office.

If the company is not quoted on a stock exchange, the statement should set out any circumstances connected with the auditor’s ceasing to hold office they consider should be brought to the attention of the members and creditors of the company.

If the company is quoted, the auditor must set out the circumstances whether or not they consider that they need to be brought to the attention of the members and creditors of the company.

If the circumstances are set out in the statement, the company must send a copy of the statement to all the members of the company - unless it makes a successful application to the court to stop this.

If the auditor does not receive notification of an application to the court within 21 days of depositing the statement with the company, the auditor must send a copy of the statement to Companies House for the company’s public record within a further 7 days.

If (in the case of an unquoted company) the circumstances are not set out in the statement, the auditor must deposit a statement with the company to that effect. The company does not have to circulate this statement to the members.

In either case, if the auditor does not receive notification of an application to the court within 21 days of depositing the statement with the company, the auditor must send a copy of the statement to Companies House for the company’s public record within a further 7 days.

Also, where the auditor resigns or is removed from office, there are obligations on the auditor and the company to notify the ‘appropriate audit authority’. See the Financial Reporting Council for more information.

16. Partnership accounts

The Partnerships (Accounts) Regulations 2008 require the members of a ‘qualifying partnership’ to prepare accounts, which those members that are limited companies must attach to their own accounts for filing with Companies House.

A qualifying partnership is a partnership formed under the law of any part of the UK if each of the members (or for a limited partnership, each of its general partners) is:

• a limited company
• an unlimited company each of whose members is a limited company
• a Scottish limited partnership, each of whose general partners is a limited company
• any other Scottish partnership, each of whose members is a limited company

Any reference above to a limited company, an unlimited company, or a partnership (including a Scottish partnership) should be understood to include any comparable undertaking formed under the laws of any country or territory outside the UK.

For a qualifying partnership that is a limited partnership:

• the requirement for the members to deliver accounts to Companies House only extends to the general partners in the qualifying partnership
• in this guidance, any reference to the ‘members’ of a qualifying partnership refers only to the general partners

If any members of a qualifying partnership is a Scottish partnership, or an unlimited company, the requirement to deliver accounts to Companies House also extends to the members of that undertaking. But if it’s a Scottish limited partnership, the requirement only extends to the general partners. References to ‘members’ in this guidance should be read accordingly.

Where any member of a qualifying partnership is an undertaking comparable to a company or a Scottish partnership formed under the laws of any country or territory outside the UK, the requirement to deliver accounts extends to the members of that undertaking comparable to the members or general partners (as appropriate) in a comparable UK undertaking. Again, references to ‘members’ in the guidance should be read accordingly.

16.1 Requirement for the partnership to prepare accounts

The members of the qualifying partnership must prepare audited accounts as if the qualifying partnership was a limited company. The accounts must conform to the requirements of the Companies Act 2006 and related regulations.

Under regulation 7 of The Partnerships (Accounts) Regulations 2008, the 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 qualifying partnership which is established under the law of any part of the UK
• a parent undertaking of such a member

In these cases, the group accounts must be prepared and audited in accordance with the requirements of the Companies Act 2006. A note to the group accounts must disclose that advantage has been taken of this exemption.

16.2 Period for which the members must 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, the members, must draw up the accounts for each 12 month period ending on 31 March in each year.

Amendments to the Partnerships (Accounts) Regulations 2008 were made by the Companies and Partnerships (Accounts and Audit) Regulations 2013. These apply to accounting years beginning on or after 1 October 2013.

If the partnership agreement does not specify an accounting period, the first accounting period that would be subject to the amended regulations would be the financial year ending on 31 March 2015.

16.3 Deadline for preparing partnership accounts

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

16.4 Deadline for delivering and publishing partnership 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 upon request, the name of each member required to deliver copies of the partnership accounts to Companies House.

The members of a qualifying partnership must make their accounts 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).

16.5 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 qualifying partnership which is established under the law of any part of the UK
• a parent undertaking of such a member

In these cases, they must prepare and audit group accounts under UK law, and for companies in accordance with the Companies Act 2006 or UK-adopted International Accounting Standards. A note to the group accounts must disclose that they have taken advantage of this exemption.

16.6 Penalties for qualifying partnerships that are non-compliant

Every member of a qualifying partnership or every director of a company that is a member may be prosecuted and on conviction the court may impose a potentially unlimited fine.

16.7 Qualifying partnerships audit requirements

Part 3 of 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. 9.

16.8 Differences in how these requirements apply for any specific types of qualifying partnership

Some qualifying partnerships that are limited partnerships are now registered as Tax Transparent Funds, with some differences in their Companies House registration. These partnerships also have a separate registration at the Financial Conduct Authority (FCA) as a specific form of UCITS (“Undertaking for Collective Investment in Transferable Securities”).

Other qualifying partnerships are Alternative Investment Funds, which also have a separate registration at the Financial Conduct Authority.

Much of the material prepared as part of the accounts and reports of qualifying partnerships in line with the Companies Act 2006 will also be suitable for filing with the FCA to fulfil its filing requirements for UCITS and AIFs. For filing with the FCA, qualifying partnerships that are registered as UCITS or AIFs must comply with FCA guidance.

17. Community interest companies (CICs)

CICs are no different from other companies when it comes to preparing and filing accounts. But they must file their accounts along with a copy of the CIC report.

All CICs must prepare and deliver a CIC report (CIC34) to Companies House. It must be made up to the same date as the accounts.

You must send a fee of £15 with the CIC report. Please make cheques payable to ‘Companies House’.

You must prepare and deliver the report regardless of the size of the company, or any accounts exemptions.

For more information, contact cicregulator@companieshouse.gov.uk or telephone 029 2034 6228.