{
  "url": "https://openlegislation.uk/draft-overseas-companies-regulations-2009/regulation-53",
  "json_url": "https://openlegislation.uk/draft-overseas-companies-regulations-2009/regulation-53.json",
  "legislation": "ukdsi/2009/9780111479476",
  "legislation_title": "The Overseas Companies Regulations 2009",
  "legislation_url": "https://openlegislation.uk/draft-overseas-companies-regulations-2009",
  "path": "regulation/53",
  "kind": "regulation",
  "number": "53",
  "heading": "Duty to prepare accounts",
  "text": "Sections 394 to 397, 399, and 402 to 406 of the Companies Act 2006 apply in relation to an institution to which this Chapter applies, modified so that they read as follows—\n“\n394\nDuty to prepare individual accounts\nSubject to section 399 (duty to prepare group accounts) the directors of an institution must prepare accounts for the institution for each of its financial years.\nThose accounts are referred to as the institution’s “individual accounts”.\n395\nIndividual accounts: applicable accounting framework\n(1)\nAn institution’s annual accounts may be prepared in accordance with—\n(a)\nits parent law (“parent law individual accounts”),\n(b)\ninternational accounting standards (“IAS individual accounts”), or\n(c)\nsection 396 (“overseas institutions individual accounts”).\n(2)\nAn institution may only prepare parent law individual accounts if the content of such accounts includes that required by section 396.\n396\nOverseas institutions individual accounts\n(1)\nOverseas institutions individual accounts must comprise—\n(a)\na balance sheet as at the last day of the financial year, and\n(b)\na profit and loss account.\n(2)\nThe accounts must comply with the provisions in Schedule 6 to the Overseas Companies Regulations as to—\n(a)\nthe content of the balance sheet and the profit and loss account, and\n(b)\nadditional information to be provided by way of notes to the accounts.\n397\nIAS individual accounts, parent law individual accounts and overseas institutions individual accounts\n(1)\nWhere the directors of an institution prepare IAS individual accounts they must state in the notes—\n(a)\nthat the accounts have been prepared in accordance with international accounting standards,\n(b)\nwhether the accounts have been audited, and\n(c)\nif they have been audited—\n(i)\nwhether they have been audited in accordance with a set of generally accepted auditing standards, and\n(ii)\nif so, the name of the organisation or other body which issued those standards.\n(2)\nWhere the directors of an institution prepare parent law individual accounts they must state in the notes—\n(a)\nthat the accounts have been prepared in accordance with the institution’s parent law,\n(b)\nthe legislation under which the accounts have been prepared,\n(c)\nwhether the accounts have been prepared in accordance with a set of generally accepted accounting principles, and if so, the name of the organisation or other body which issued those principles,\n(d)\nwhether the accounts have been audited, and\n(e)\nif they have been audited—\n(i)\nwhether they have been audited in accordance with a set of generally accepted auditing standards, and\n(ii)\nif so, the name of the organisation or other body which issued those standards.\n(3)\nWhere the directors of an institution prepare overseas institutions individual accounts they must state in the notes—\n(a)\nthat the accounts have been prepared in accordance with section 396,\n(b)\nwhether the accounts have been prepared in accordance with a set of generally accepted accounting principles, and if so, the name of the organisation or other body which issued those principles,\n(c)\nwhether the accounts have been audited, and\n(d)\nif they have been audited—\n(i)\nwhether they have been audited in accordance with a set of generally accepted auditing standards, and\n(ii)\nif so, the name of the organisation or other body which issued those standards.\n399\nDuty to prepare group accounts\nIf at the end of a financial year an institution is a parent institution the directors must, instead of preparing individual accounts for the year, prepare group accounts for the year.\n402\nExemption from duty to prepare group accounts\nA parent institution is exempt from the requirement to prepare group accounts where—\n(a)\nit has prepared accounts under section 395(1)(a) and its parent law does not require consolidated accounts;\n(b)\nit has prepared accounts under section 395(1)(b) and in accordance with the international accounting standards it is not required to prepare consolidated accounts;\n(c)\nit has prepared accounts under section 395(1)(c) and if under section 405 all of the institution’s subsidiary undertakings could be excluded from consolidation.\n402A\nHolding institution accounts to be regarded as group accounts\nWhere an institution, being a parent institution, is required by section 399 to prepare group accounts, and that institution is itself the subsidiary of another institution (“the holding institution”), the group accounts of the holding institution may be deemed to satisfy the requirements of section 399 to prepare group accounts.\n403\nGroup accounts: applicable accounting framework\n(1)\nThe group accounts of an institution may be prepared in accordance with—\n(a)\nits parent law (“parent law group accounts”),\n(b)\ninternational accounting standards (“IAS group accounts”), or\n(c)\nsection 404 (“overseas institutions group accounts”).\n(2)\nAn institution may only prepare parent law group accounts if the content of such accounts includes that required by section 404.\n404\nOverseas institutions group accounts\n(1)\nOverseas institutions group accounts must comprise—\n(a)\na consolidated balance sheet dealing with the state of affairs of the parent institution and its subsidiary undertakings, and\n(b)\na consolidated profit and loss account dealing with the profit or loss of the parent institution and its subsidiary undertakings.\n(2)\nThe accounts must comply with the provisions of Schedule 7 to the Overseas Companies Regulations as to—\n(a)\nthe content of the consolidated balance sheet and consolidated profit and loss account, and\n(b)\nadditional information to be provided by way of notes to the accounts.\n405\nOverseas institutions group accounts: subsidiary undertakings included in the consolidation\n(1)\nWhere a parent institution prepares overseas institutions group accounts, all the subsidiary undertakings of the institution must be included in the consolidation, subject to the following exceptions.\n(2)\nA subsidiary undertaking may be excluded from the consolidation if its inclusion is not material (but two or more undertakings may be excluded only if they are not material taken together).\n(3)\nA subsidiary undertaking may be excluded from consolidation where—\n(a)\nsevere long-term restrictions substantially hinder the exercise of the rights of the parent institution over the assets or management of that undertaking, or\n(b)\nthe information necessary for the preparation of group accounts cannot be obtained without disproportionate expense or undue delay, or\n(c)\nthe interest of the parent institution is held exclusively with a view to subsequent resale.\n(4)\nThe reference in subsection (3)(a) to the rights of the parent institution and the reference in subsection (3)(c) to the interest of the parent institution are, respectively, to rights and interests held by or attributed to the institution for the purposes of the definition of “parent undertaking” (see section 1162) in the absence of which it would not be the parent institution.\n406\nIAS group accounts, parent law group accounts and overseas institutions group accounts\n(1)\nWhere the directors of an institution prepare IAS group accounts they must state in the notes—\n(a)\nthat the accounts have been prepared in accordance with international accounting standards,\n(b)\nwhether the accounts have been audited, and\n(c)\nif they have been audited—\n(i)\nwhether they have been audited in accordance with a set of generally accepted auditing standards, and\n(ii)\nif so, the name of the organisation or other body which issued those standards.\n(2)\nWhere the directors of an institution prepare parent law group accounts they must state in the notes—\n(a)\nthat the accounts have been prepared in accordance with the institution’s parent law,\n(b)\nthe legislation under which the accounts have been prepared,\n(c)\nwhether the accounts have been prepared in accordance with a set of generally accepted accounting principles, and if so, the name of the organisation or other body which issued those principles,\n(d)\nwhether the accounts have been audited, and\n(e)\nif they have been audited—\n(i)\nwhether they have been audited in accordance with a set of generally accepted auditing standards, and\n(ii)\nif so, the name of the organisation or other body which issued those standards.\n(3)\nWhere the directors of an institution prepare overseas institutions group accounts they must state in the notes—\n(a)\nthat the accounts have been prepared in accordance with section 404,\n(b)\nwhether the accounts have been prepared in accordance with a set of generally accepted accounting principles, and if so, the name of the organisation or other body which issued those principles,\n(c)\nwhether the accounts have been audited, and\n(d)\nif they have been audited—\n(i)\nwhether they have been audited in accordance with a set of generally accepted auditing standards, and\n(ii)\nif so, the name of the organisation or other body which issued those standards.\n”.",
  "extent": null,
  "status": null,
  "version": "current",
  "annotations": [],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/ukdsi/2009/9780111479476/regulation/53",
    "retrieved_at": "2026-10-30T14:57:28.054034+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}