(1) These Regulations may be cited as the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
(2) In these Regulations “ the 2006 Act ” means the Companies Act 2006.
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(1) These Regulations may be cited as the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
(2) In these Regulations “ the 2006 Act ” means the Companies Act 2006.
(1) These Regulations come into force on 6th April 2008.
(2) Subject to paragraph (3), they apply in relation to financial years beginning on or after 6th April 2008.
(3) The requirement for disclosure in paragraph 4 of Schedule 8 to these Regulations (directors' remuneration report: disclosure relating to consideration of conditions in company and group) applies in relation to financial years beginning on or after 6th April 2009.
(4) These Regulations apply to companies other than those which are subject to the small companies regime under Part 15 of the 2006 Act.
(1) Subject to regulation 4, the directors of a company—
(a) for which they are preparing Companies Act individual accounts under section 396 of the 2006 Act (Companies Act: individual accounts), and
(b) which is not a banking company or an insurance company,
must comply with the provisions of Schedule 1 to these Regulations as to the form and content of the balance sheet and profit and loss account, and additional information to be provided by way of notes to the accounts.
(2) The profit and loss account of a company that falls within section 408 of the 2006 Act (individual profit and loss account where group accounts prepared) need not contain the information specified in paragraphs 65 to 69 of Schedule 1 to these Regulations (information supplementing the profit and loss account).
(1) This regulation applies to a company—
(a) which qualifies as medium-sized in relation to a financial year under section 465 of the 2006 Act , and
(b) the directors of which are preparing Companies Act individual accounts under section 396 of that Act for that year.
(2A) The individual accounts for the year need not comply with paragraph 45 (disclosure with respect to compliance with accounting standards) of Schedule 1 to these Regulations.
(2B) Paragraph 72 (related party transactions) applies with the modification that only particulars of transactions which have not been concluded under normal market conditions with the following must be disclosed—
(a) owners holding a participating interest in the company;
(b) companies in which the company itself has a participating interest; and
(c) the company's directors.
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1) The directors of a company—
(a) for which they are preparing Companies Act individual accounts under section 396 of the 2006 Act, and
(b) which is a banking company,
must comply with the provisions of Schedule 2 to these Regulations as to the form and content of the balance sheet and profit and loss account, and additional information to be provided by way of notes to the accounts.
(2) The profit and loss account of a banking company that falls within section 408 of the 2006 Act (individual profit and loss account where group accounts prepared) need not contain the information specified in paragraphs 85 to 91 of Schedule 2 to these Regulations (information supplementing the profit and loss account).
(3) Accounts prepared in accordance with this regulation must contain a statement that they are prepared in accordance with the provisions of these Regulations relating to banking companies.
(1) The directors of a company—
(a) for which they are preparing Companies Act individual accounts under section 396 of the 2006 Act, and
(b) which is an insurance company,
must comply with the provisions of Schedule 3 to these Regulations as to the form and content of the balance sheet and profit and loss account, and additional information to be provided by way of notes to the accounts.
(2) The profit and loss account of a company that falls within section 408 of the 2006 Act (individual profit and loss account where group accounts prepared) need not contain the information specified in paragraphs 83 to 89 of Schedule 3 to these Regulations (information supplementing the profit and loss account).
(3) Accounts prepared in accordance with this regulation must contain a statement that they are prepared in accordance with the provisions of these Regulations relating to insurance companies.
(1) Companies Act or IAS individual or group accounts must comply with the provisions of Schedule 4 to these Regulations as to information about related undertakings to be given in notes to the company's accounts.
(2) In Schedule 4—
Part 1 contains provisions applying to all companies
Part 2 contains provisions applying only to companies not required to prepare group accounts
Part 3 contains provisions applying only to companies required to prepare group accounts
Part 4 contains additional disclosures for banking companies and groups
Part 5 contains interpretative provisions.
(3) Information otherwise required to be given by Schedule 4 need not be disclosed with respect to an undertaking that—
(a) is established under the law of a country outside the United Kingdom, or
(b) carries on business outside the United Kingdom,
if the conditions specified in section 409(4) of the 2006 Act are met (see section 409(5) of the 2006 Act for disclosure required where advantage taken of this exemption). This paragraph does not apply in relation to the information otherwise required by paragraph 3, 7 or 21 of Schedule 4.
(1) Companies Act or IAS individual or group accounts must comply with the provisions of Schedule 5 to these Regulations as to information about directors' remuneration to be given in notes to the company's accounts.
(2) In Schedule 5—
Part 1 contains provisions applying to quoted and unquoted companies,
Part 2 contains provisions applying only to unquoted companies, and
Part 3 contains supplementary provisions.
(1) Subject to paragraphs (2) and (3), where the directors of a parent company prepare Companies Act group accounts under section 403 of the 2006 Act (group accounts: applicable accounting framework), those accounts must comply with the provisions of Part 1 of Schedule 6 to these Regulations as to the form and content of the consolidated balance sheet and consolidated profit and loss account, and additional information to be provided by way of notes to the accounts.
(2) The directors of the parent company of a banking group preparing Companies Act group accounts must do so in accordance with the provisions of Part 1 of Schedule 6 as modified by Part 2 of that Schedule.
(3) The directors of the parent company of an insurance group preparing Companies Act group accounts must do so in accordance with the provisions of Part 1 of Schedule 6 as modified by Part 3 of that Schedule.
(4) Accounts prepared in accordance with paragraph (2) or (3) must contain a statement that they are prepared in accordance with the provisions of these Regulations relating to banking groups or to insurance groups, as the case may be.
(1) The report which the directors of a company are required to prepare under section 415 of the 2006 Act (duty to prepare directors' report) must disclose the matters specified in Schedule 7 to these Regulations.
(2) In Schedule 7—
Part 1 relates to matters of a general nature including political donations and expenditure,
Part 2 relates to the acquisition by a company of its own shares or a charge on them,
...
...
Part 6 relates to certain disclosures required by publicly traded companies, ...
Part 7 relates to disclosures in relation to greenhouse gas emissions, energy consumption and energy efficiency action by quoted companies,
Part 7A relates to disclosures in relation to greenhouse gas emissions, energy consumption and energy efficiency action by unquoted companies, ...
Part 8 relates to the statement of corporate governance arrangements , and
Part 9 relates to a company’s payment practices and performance in respect of payments made by the company to its suppliers.
(1) The remuneration report which the directors of a quoted company ... are required to prepare under section 420 of the 2006 Act (duty to prepare directors' remuneration report) must contain the information specified in Schedule 8 to these Regulations, and must comply with any requirement of that Schedule as to how information is to be set out in the report.
(1A) The document setting out a revised directors’ remuneration policy in accordance with section 422A of the 2006 Act must contain the information specified in Schedule 8 to these Regulations, and must comply with any requirements in that Schedule as to how that information is to be set out.
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3) For the purposes of section 497 in Part 16 of the 2006 Act (auditor's report on auditable part of directors' remuneration report), “ the auditable part ” of a directors' remuneration report is the information set out in the report as identified in Part 5 of Schedule 8 to these Regulations.
Schedule 9 to these Regulations defines “ provisions ” for the purposes of these Regulations and for the purposes of—
(a) section 677(3)(a) (Companies Act accounts: relevant provisions for purposes of financial assistance) in Part 18 of the 2006 Act,
(b) section 712(2)(b)(i) (Companies Act accounts: relevant provisions to determine available profits for redemption or purchase by private company out of capital) in that Part, ...
(c) sections 831(3)(a) (Companies Act accounts: net asset restriction on public company distributions), 832(4)(a) (Companies Act accounts: investment companies distributions) and 836(1)(b)(i) (Companies Act accounts: relevant provisions for distribution purposes) in Part 23 of that Act , and
(d) section 841(2)(a) (Companies Act accounts: provisions to be treated as realised losses) in that Part.
Schedule 10 to these Regulations contains general definitions for the purposes of these Regulations.
(1) The Secretary of State must from time to time—
(a) carry out a review, respectively, of the provisions of these Regulations to which amendments have been made by—
(i) Part 6 of the Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016 (“the 2016 Regulations”), ...
(ii) Part 3 of the Companies (Miscellaneous Reporting) Regulations 2018, ...
(iii) Part 2 of the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, and
(iv) the Companies (Directors’ Report) (Payment Reporting) Regulations 2025, and
(b) set out the conclusions of each review in a separate report, and
(c) publish the report.
(2) The report must, in particular—
(a) set out the objectives intended to be achieved by those provisions,
(b) assess the extent to which those objectives are achieved,
(c) assess whether those objectives remain appropriate, and
(d) if those objectives remain appropriate, assess the extent to which they could be achieved in another way which involves less onerous regulatory provision.
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4) The first report under paragraph (1)(a)(i) must be published before the end of the period of 5 years beginning with the date on which the 2016 Regulations come into force.
(4A) The first report under paragraph (1)(a)(ii) must be published before the end of the period of 5 years beginning with the date on which Part 3 of the Companies (Miscellaneous Reporting) Regulations 2018 comes into force.
(4B) The first report under paragraph (1)(a)(iii) must be published before the end of the period of 5 years beginning with the date on which the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 come into force.
(4C) The first report under paragraph (1)(a)(iv) must be published on or before the 6th April 2029.
(5) Subsequent reports under paragraph (1)(a)(i) to (iv) respectively must be published at intervals not exceeding 5 years.
(6) In this regulation, “regulatory provision” has the meaning given by section 32(4) of the Small Business, Enterprise and Employment Act 2015.
(1) Subject to the following provisions of this Schedule—
(a) every balance sheet of a company must show the items listed in either of the balance sheet formats in Section B of this Part, and
(b) every profit and loss account must show the items listed in either of the profit and loss account formats in Section B.
(2) References in this Schedule to the items listed in any of the formats in Section B are to those items read together with any of the notes following the formats which apply to those items.
(3) Subject to paragraph 1A, the items must be shown in the order and under the headings and sub-headings given in the particular format used, but—
(a) the notes to the formats may permit alternative positions for any particular items, and
(b) the heading or sub-heading for any item does not have to be distinguished by any letter or number assigned to that item in the format used.
(1) The company's directors may adapt one of the balance sheet formats in Section B so to distinguish between current and non-current items in a different way, provided that—
(a) the information given is at least equivalent to that which would have been required by the use of such format had it not been thus adapted, and
(b) the presentation of those items is in accordance with generally accepted accounting principles or practice.
(2) The company's directors may adapt one of the profit and loss account formats in Section B, provided that—
(a) the information given is at least equivalent to that which would have been required by the use of such format had it not been thus adapted, and
(b) the presentation is in accordance with generally accepted accounting principles or practice.
(3) So far as is practicable, the following provisions of Section A of this Part of this Schedule apply to the balance sheet or profit or loss account of a company notwithstanding any such adaptation pursuant to this paragraph.
(1) Where in accordance with paragraph 1 a company's balance sheet or profit and loss account for any financial year has been prepared by reference to one of the formats in Section B, the company's directors must use the same format in preparing Companies Act individual accounts for subsequent financial years, unless in their opinion there are special reasons for a change.
(2) Particulars of any such change must be given in a note to the accounts in which the new format is first used, and the reasons for the change must be explained.
(1) Any item required to be shown in a company's balance sheet or profit and loss account may be shown in greater detail than required by the particular format used.
(2) The balance sheet or profit and loss account may include an item representing or covering the amount of any asset or liability, income or expenditure not otherwise covered by any of the items listed in the format used, save that none of the following may be treated as assets in any balance sheet—
(a) preliminary expenses,
(b) expenses of, and commission on, any issue of shares or debentures, and
(c) costs of research.
(1) Where the special nature of the company's business requires it, the company's directors must adapt the arrangement, headings and sub-headings otherwise required in respect of items given an Arabic number in the balance sheet or profit and loss account format used.
(2) The directors may combine items to which Arabic numbers are given in any of the formats in Section B if—
(a) their individual amounts are not material to assessing the state of affairs or profit or loss of the company for the financial year in question, or
(b) the combination facilitates that assessment.
(3) Where sub-paragraph (2)(b) applies, the individual amounts of any items which have been combined must be disclosed in a note to the accounts.
(1) Subject to sub-paragraph (2), the directors must not include a heading or sub-heading corresponding to an item in the balance sheet or profit and loss account format used if there is no amount to be shown for that item for the financial year to which the balance sheet or profit and loss account relates.
(2) Where an amount can be shown for the item in question for the immediately preceding financial year that amount must be shown under the heading or sub-heading required by the format for that item.
Every profit and loss account must show the amount of a company's profit or loss ...before taxation.
(1) For every item shown in the balance sheet or profit and loss account the corresponding amount for the immediately preceding financial year must also be shown.
(2) Where that corresponding amount is not comparable with the amount to be shown for the item in question in respect of the financial year to which the balance sheet or profit and loss account relates, the former amount may be adjusted, and particulars of the non-comparability and of any adjustment must be disclosed in a note to the accounts.
Amounts in respect of items representing assets or income may not be set off against amounts in respect of items representing liabilities or expenditure (as the case may be), or vice versa.
The company's directors must, in determining how amounts are presented within items in the profit and loss account and balance sheet, have regard to the substance of the reported transaction or arrangement, in accordance with generally accepted accounting principles or practice.
Where an asset or liability relates to more than one item in the balance sheet, the relationship of such asset or liability to the relevant items must be disclosed either under those items or in the notes to the accounts.
(1) The amounts to be included in respect of all items shown in a company's accounts must be determined in accordance with the principles set out in this Section.
(2) But if it appears to the company's directors that there are special reasons for departing from any of those principles in preparing the company's accounts in respect of any financial year they may do so, in which case particulars of the departure, the reasons for it and its effect must be given in a note to the accounts.
The company is presumed to be carrying on business as a going concern.
Accounting policies and measurement bases must be applied consistently within the same accounts and from one financial year to the next.
The amount of any item must be determined on a prudent basis, and in particular—
(a) only profits realised at the balance sheet date are to be included in the profit and loss account, ...
(b) all liabilities which have arisen in respect of the financial year to which the accounts relate or a previous financial year must be taken into account, including those which only become apparent between the balance sheet date and the date on which it is signed on behalf of the board of directors in accordance with section 414 of the 2006 Act (approval and signing of accounts), and
(c) all provisions for diminution of value must be recognised, whether the result of the financial year is a profit or a loss.
All income and charges relating to the financial year to which the accounts relate must be taken into account, without regard to the date of receipt or payment.
In determining the aggregate amount of any item, the amount of each individual asset or liability that falls to be taken into account must be determined separately.
The opening balance sheet for each financial year shall correspond to the closing balance sheet for the preceding financial year.
Subject to Sections C and D of this Part of this Schedule, the amounts to be included in respect of all items shown in a company's accounts must be determined in accordance with the rules set out in this Section.
(1) The amount to be included in respect of any fixed asset must be its purchase price or production cost.
(2) This is subject to any provision for depreciation or diminution in value made in accordance with paragraphs 18 to 20.
In the case of any fixed asset which has a limited useful economic life, the amount of—
(a) its purchase price or production cost, or
(b) where it is estimated that any such asset will have a residual value at the end of the period of its useful economic life, its purchase price or production cost less that estimated residual value,
must be reduced by provisions for depreciation calculated to write off that amount systematically over the period of the asset's useful economic life.
(1) Where a fixed asset investment falling to be included under item B.III of either of the balance sheet formats set out in Part 1 of this Schedule has diminished in value, provisions for diminution in value may be made in respect of it and the amount to be included in respect of it may be reduced accordingly.
(2) Provisions for diminution in value must be made in respect of any fixed asset which has diminished in value if the reduction in its value is expected to be permanent (whether its useful economic life is limited or not), and the amount to be included in respect of it must be reduced accordingly.
(3) Provisions made under sub-paragraph (1) or (2) must be charged to the profit and loss account and disclosed separately in a note to the accounts if not shown separately in the profit and loss account.
(1) Where the reasons for which any provision was made in accordance with paragraph 19 have ceased to apply to any extent, that provision must be written back to the extent that it is no longer necessary.
(1A) But provision made in accordance with paragraph 19(2) in respect of goodwill must not be written back to any extent.
(2) Any amounts written back under sub-paragraph (1) must be recognised in the profit and loss account and disclosed separately in a note to the accounts if not shown separately in the profit and loss account.
(1) Where this is in accordance with generally accepted accounting principles or practice, development costs may be included in “other intangible assets” under “fixed assets” in the balance sheet formats set out in Section B of Part 1 of this Schedule.
(2) If any amount is included in a company's balance sheet in respect of development costs, the note on accounting policies (see paragraph 44 of this Schedule) must include the following information—
(a) the period over which the amount of those costs originally capitalised is being or is to be written off, and
(b) the reasons for capitalising the development costs in question.
(1) Intangible assets must be written off over the useful economic life of the intangible asset.
(2) Where in exceptional cases the useful life of intangible assets cannot be reliably estimated, such assets must be written off over a period chosen by the directors of the company.
(3) The period referred to in sub-paragraph (2) must not exceed ten years.
(4) There must be disclosed in a note to the accounts the period referred to in sub-paragraph (2) and the reasons for choosing that period.
Subject to paragraph 24, the amount to be included in respect of any current asset must be its purchase price or production cost.
(1) If the net realisable value of any current asset is lower than its purchase price or production cost, the amount to be included in respect of that asset must be the net realisable value.
(2) Where the reasons for which any provision for diminution in value was made in accordance with sub-paragraph (1) have ceased to apply to any extent, that provision must be written back to the extent that it is no longer necessary.
(1) Where the amount repayable on any debt owed by a company is greater than the value of the consideration received in the transaction giving rise to the debt, the amount of the difference may be treated as an asset.
(2) Where any such amount is so treated—
(a) it must be written off by reasonable amounts each year and must be completely written off before repayment of the debt, and
(b) if the current amount is not shown as a separate item in the company's balance sheet, it must be disclosed in a note to the accounts.
(1) Subject to sub-paragraph (2) , assets which fall to be included—
(a) amongst the fixed assets of a company under the item “tangible assets”, or
(b) amongst the current assets of a company under the item “raw materials and consumables”,
may be included at a fixed quantity and value.
(2) Sub-paragraph (1) applies to assets of a kind which are constantly being replaced where—
(a) their overall value is not material to assessing the company's state of affairs, and
(b) their quantity, value and composition are not subject to material variation.
(1) The purchase price of an asset is to be determined by adding to the actual price paid any expenses incidental to its acquisition and then subtracting any incidental reductions in the cost of acquisition .
(2) The production cost of an asset is to be determined by adding to the purchase price of the raw materials and consumables used the amount of the costs incurred by the company which are directly attributable to the production of that asset.
(3) In addition, there may be included in the production cost of an asset—
(a) a reasonable proportion of the costs incurred by the company which are only indirectly attributable to the production of that asset, but only to the extent that they relate to the period of production, and
(b) interest on capital borrowed to finance the production of that asset, to the extent that it accrues in respect of the period of production,
provided, however, in a case within paragraph (b), that the inclusion of the interest in determining the cost of that asset and the amount of the interest so included is disclosed in a note to the accounts.
(4) In the case of current assets distribution costs may not be included in production costs.
(1) The purchase price or production cost of—
(a) any assets which fall to be included under any item shown in a company's balance sheet under the general item “stocks”, and
(b) any assets which are fungible assets (including investments),
may be determined by the application of any of the methods mentioned in sub-paragraph (2) in relation to any such assets of the same class, provided that the method chosen is one which appears to the directors to be appropriate in the circumstances of the company.
(2) Those methods are—
(a) the method known as “first in, first out” (FIFO),
(b) the method known as “last in, first out” (LIFO),
(c) a weighted average price, and
(d) any other method reflecting generally accepted best practice .
(3) Where in the case of any company—
(a) the purchase price or production cost of assets falling to be included under any item shown in the company's balance sheet has been determined by the application of any method permitted by this paragraph, and
(b) the amount shown in respect of that item differs materially from the relevant alternative amount given below in this paragraph,
the amount of that difference must be disclosed in a note to the accounts.
(4) Subject to sub-paragraph (5), for the purposes of sub-paragraph (3)(b), the relevant alternative amount, in relation to any item shown in a company's balance sheet, is the amount which would have been shown in respect of that item if assets of any class included under that item at an amount determined by any method permitted by this paragraph had instead been included at their replacement cost as at the balance sheet date.
(5) The relevant alternative amount may be determined by reference to the most recent actual purchase price or production cost before the balance sheet date of assets of any class included under the item in question instead of by reference to their replacement cost as at that date, but only if the former appears to the directors of the company to constitute the more appropriate standard of comparison in the case of assets of that class.
(1) This paragraph applies where—
(a) there is no record of the purchase price or production cost of any asset of a company or of any price, expenses or costs relevant for determining its purchase price or production cost in accordance with paragraph 27, or
(b) any such record cannot be obtained without unreasonable expense or delay.
(2) In such a case, the purchase price or production cost of the asset must be taken, for the purposes of paragraphs 17 to 24, to be the value ascribed to it in the earliest available record of its value made on or after its acquisition or production by the company.
(1) Participating interests may be accounted for using the equity method.
(2) If participating interests are accounted for using the equity method—
(a) the proportion of profit or loss attributable to a participating interest and recognised in the profit and loss account may be that proportion which corresponds to the amount of any dividends, and
(b) where the profit attributable to a participating interest and recognised in the profit and loss account exceeds the amount of any dividends, the difference must be placed in a reserve which cannot be distributed to shareholders.
(3) The reference to “dividends” in sub-paragraph (2) includes dividends already paid and those whose payment can be claimed.
(1) The rules set out in Section B are referred to below in this Schedule as the historical cost accounting rules.
(2) Those rules, with the omission of paragraphs 16, 22 and 26 to 29, are referred to below in this Part of this Schedule as the depreciation rules; and references below in this Schedule to the historical cost accounting rules do not include the depreciation rules as they apply by virtue of paragraph 33.
Subject to paragraphs 33 to 35, the amounts to be included in respect of assets of any description mentioned in paragraph 32 may be determined on any basis so mentioned.
(1) Intangible fixed assets, other than goodwill, may be included at their current cost.
(2) Tangible fixed assets may be included at a market value determined as at the date of their last valuation or at their current cost.
(3) Investments of any description falling to be included under item B III of either of the balance sheet formats set out in Part 1 of this Schedule may be included either—
(a) at a market value determined as at the date of their last valuation, or
(b) at a value determined on any basis which appears to the directors to be appropriate in the circumstances of the company.
But in the latter case particulars of the method of valuation adopted and of the reasons for adopting it must be disclosed in a note to the accounts.
(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (legislation.gov.uk, OGL v3.0). Retrieved via LawPlayer, https://lawplayer.com/uk/act/uksi-2008-410
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