The amendment and commencement
The Companies (Filing of Documents) (Amendment No. 2) Regulations 2015 were made on 22 June, gazetted on 23 June at 5 pm and commenced on 1 July 2015. They amended Rg 7 through replacement regulation 38, new 38A and changes to 39. This article explains that original three-page instrument rather than current annual-return requirements.
Companies with share capital other than EPCs
Replacement regulation 38 requires the annual return for the relevant financial year to include the directors’ statement, auditors’ report and financial statements. The report is omitted, and the statements need not be audited, only where the company is audit-exempt and no auditors’ report was prepared. Both conditions matter; exemption alone is not the entire wording. Prepare the documents under Companies Act Part VI.
Exempt private companies: two branches
Under 38A, an EPC able to meet liabilities when due supplies confirmation in the applicable form. Otherwise it supplies the directors’ statement, auditors’ report and financial statements, with the same combined audit-exemption/no-report exception and Part VI preparation requirement. This is an attachment distinction, not an exemption from all financial-statement preparation duties.
Companies without share capital
Regulation 39 replaces accounts with financial statements in paragraph (1)(a)(viii), and requires the relevant-year directors’ statement, auditors’ report and financial statements under (1)(b). It carries the same audit-exemption/no-report qualification, and new paragraph (1A) requires Part VI-compliant preparation.
The transition depends on year-end
Pre-1 July 2015 regulation 38 continues for annual returns of companies with share capital for financial years ending before that date. The previous regulation 39 likewise continues for companies without share capital for those years. The cut-off is financial-year end, not merely the filing date; the instrument does not replace old-year obligations just because a return is submitted later.
Official source
This article independently explains the substantive contents of the official PDF, including the relevant conditions, procedures and annexes. The linked document remains the authoritative source for its original wording, and later changes should be checked separately.
Read the official PDF ↗