Companies Act 1976
| Jurisdiction | UK Non-devolved |
| Citation | 1976 c. 69 |
| Year | 1976 |
Companies Act 1976
1976 CHAPTER 69
An Act to amend the law relating to companies and, in connection therewith, to amend the law relating to the registration of business names.
[15th November 1976]
Be it enacted by the Queen's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—
Part I
Accounts, Accounting Records and Auditors
Duty to prepare, lay and deliver accounts by reference to accounting reference periods
1 Duty to prepare, lay and deliver accounts by reference to accounting reference periods.
(1) The directors of every company shall in respect of each accounting reference period of the company prepare a profit and loss account for a period determined by reference to that accounting reference period in accordance with subsections (2) and (3) below; and the period in respect of which any such account prepared under this section is made up shall be a financial year of the company (whether it is a year or not).
(2) The period in respect of which a profit and loss account prepared under this section in respect of the first accounting reference period of a company is to be made up shall be a period beginning with the first day of the accounting reference period and ending with—
(a ) the date on which the accounting reference period ends; or
(b ) such other date, not being more than seven days before or more than seven days after the end of the accounting reference period, as the directors may determine.
(3) The period in respect of which a profit and loss account prepared under this section in respect of any accounting reference period of a company other than the first is to be made up shall be a period beginning with the day after the date to which the last preceding profit and loss account prepared under this section was made up and ending as mentioned in subsection (2) above.
(4) The directors of every company shall prepare a balance sheet as at the date to which any profit and loss account prepared under this section is made up.
(5) References hereafter in this section to documents required to be comprised in the accounts of a company in respect of any accounting reference period are references to the profit and loss account and balance sheet required under the preceding provisions of this section to be prepared in the case of that company in respect of that accounting reference period, and include references—
(a ) to the report of the auditors required by section 156(1) of the Act of 1948 to be attached to that balance sheet; and
(b ) to the report of the directors required by section 157(1) of that Act to be so attached.
(6) In respect of each accounting reference period of a company the directors of the company shall lay before the company in general meeting a copy of every document required to be comprised in the accounts of the company in respect of that period.
(7) Subject to subsection (8) below, in respect of each accounting reference period of a company the directors of the company—
(a ) shall deliver to the registrar of companies a copy of every document required to be comprised in the accounts of the company in respect of that period; and
(b ) if any such document is in a language other than English, shall annex to the copy so delivered to the registrar a translation of it into English certified in the prescribed manner to be a correct translation.
(8) The directors of an unlimited company shall not be required under subsection (7) above to deliver to the registrar of companies copies of documents required to be comprised in the accounts of the company in respect of any accounting reference period if—
(a ) at no time during that accounting reference period has the company been, to its knowledge, the subsidiary of a company that was then limited and at no such time, to its knowledge, have there been held or been exercisable, by or on behalf of two or more companies that were then limited, shares or powers which, if they had been held or been exercisable by one of them, would have made the company its subsidiary; and
(b ) at no such time has the company been the holding company of a company which was then limited; and
(c ) at no such time has the company been carrying on business as the promoter of a trading stamp scheme within the meaning of the Trading Stamps Act 1964 .
References in this subsection to a company that was limited at a particular time shall be taken as referring to a body corporate (whether incorporated under the law in force in Great Britain or the law in force elsewhere) the liability of whose members was at that time limited.
(9) Sections 127 and 148 of the Act of 1948 (which are superseded by this section) shall cease to have effect; and in section 455(1) of that Act, for the definition of ‘financial year’ there shall be substituted—
'‘financial year’—
(a ) in relation to any body corporate to which section 1 of the Companies Act 1976 applies, means any period in respect of which any profit and loss account prepared under that section as it applies to that body corporate is made up; and
(b ) in relation to any other body corporate, means any period in respect of which any profit and loss account of the body corporate laid before it in general meeting is made up;
whether, in either case, that period is a year or not.'.
(10) In section 9(3) of the European Communities Act 1972 , for paragraph (d ) (official notification of receipt by registrar of annual return of company) there shall be substituted—
‘(d ) any documents delivered by a company in pursuance of section 1(7) of the Companies Act 1976’.
(11) For the purposes of this Part of this Act any reference to a profit and loss account shall be taken, in the case of a company not trading for profit, as referring to an income and expenditure account.
2 Accounting reference period of a company.
(1) Any company may give notice in the prescribed form to the registrar of companies specifying a date in the calendar year as being the date on which in each successive calendar year an accounting reference period of the company is to be treated as coming to an end; but no such notice shall have effect unless it is given before the date on which section 1 above comes into operation or before the end of the period of six months beginning with the date of the incorporation of the company, whichever last occurs.
(2) Subject to section 3 and subsection (3) below—
(a ) in the case of a company which has given notice in accordance with subsection (1) above, the date specified in that notice; and
(b ) in any other case, 31st March;
shall be the company's accounting reference date.
(3) In the case of a company which has not given notice in accordance with subsection (1) above, the registrar of companies may during the period of two years beginning with the date on which section 1 above comes into operation determine, with the consent of the company, that some date other than 31st March shall be the date on which in each successive calendar year an accounting reference period of the company is to be treated as coming to an end; and, subject to section 3 below, the date so determined shall be and, in relation to any occurrence of that date before it was so determined, shall be treated as having been the company's accounting reference date instead of 31st March.
(4) Subject to section 3 below, the first accounting reference period of a company shall be such period ending with the company's accounting reference date as—
(a ) begins or began on the day after the date on which the profit and loss account of the company last laid before the company in general meeting before the coming into operation of section 1 above (whether laid in the year immediately before the coming into operation of that section or earlier) is or was made up; or
(b ) if no profit and loss account of the company is or was so laid before the coming into operation of that section, begins or began on the date of the incorporation of the company, whether that date is or was a date after or a date before the coming into operation of that section;
and (in either case) is or was a period exceeding six months and not exceeding eighteen months.
(5) Subject to section 3 below, in the case of any company each successive period of twelve months beginning after the end of the company's first accounting reference period and ending with the company's accounting reference date shall also be an accounting reference period of the company.
(6) The requirements of section 1 above apply in relation to every period which is or was an accounting reference period of a company by virtue of this section or section 3 below, whether or not that period falls wholly or partly after the date on which section 1 above comes into operation.
3 Alteration of accounting reference period.
(1) At any time during the course of a period which is an accounting reference period of a company by virtue of section 2 above or this section the company may give notice in the prescribed form to the registrar of companies specifying a date in the calendar year (‘the new accounting reference date’) on which that accounting reference period (‘the current accounting reference period’) and each subsequent accounting reference period of the company is to be treated as coming or (as the case may require) as having come to an end.
(2) Subject to subsection (3) below, at any time after the end of a period which was an accounting...
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