• CHAPTER 8 CHAPTER 8 FILING OF ACCOUNTS AND REPORTS

    • Duty to file accounts and reports

      • 415. Duty to file accounts and reports with the Registrar

        (1) The directors of a company must deliver to the Registrar for each financial year the accounts and reports required by—

        section 418 (filing obligations of companies subject to small companies regime),

        section 419 (filing obligations of companies entitled to small companies exemption: additional requirements),

        section 420 (filing obligations of medium-sized companies), and

        section 421 (filing obligations of companies generally).
        (2) This is subject to—

        section 422 (unlimited companies exempt from filing obligations), and

        section 423 (dormant subsidiaries exempt from filing obligations).
        (3) Subject to section 411 (7), this Chapter shall not apply to a company that is a restricted scope company unless the Registrar has given notice to any restricted scope company that this Chapter applies to it and following notice such restricted scope company shall deliver to the Registrar all accounts required to be prepared by it under these Regulations.
        (4) Accounts of restricted scope companies will not be subject to public disclosure by the Registrar.

      • 416. Period allowed for filing accounts

        (1) This section specifies the period allowed for the directors of a company to comply with their obligation under section 415 (duty to file accounts and reports with the Registrar) to deliver accounts and reports for a financial year to the Registrar.

        This is referred to in these Regulations as the "period for filing" those accounts and reports.
        (2) The period is—
        (a) for a private company, nine months after the end of the relevant accounting reference period, and
        (b) for a public company, six months after the end of that period.
        This is subject to the following provisions of this section.
        (3) If the relevant accounting reference period is the company's first and is a period of more than twelve months, the period is—
        (a) nine months or six months, as the case may be, from the first anniversary of the incorporation of the company, or
        (b) three months after the end of the accounting reference period,
        whichever last expires.
        (4) If the relevant accounting reference period is treated as shortened by virtue of a notice given by the company under section 381 (alteration of accounting reference date), the period is—
        (a) that applicable in accordance with the above provisions, or
        (b) three months from the date of the notice under that section,
        whichever last expires.
        (5) If for any special reason the Registrar thinks fit he may, on an application made before the expiry of the period otherwise allowed, by notice in writing to a company extend that period by such further period as may be specified in the notice.
        (6) Any such extension must not have the effect of extending the period for filing to more than twelve months after the end of the relevant accounting reference period.
        (7) Whether the period allowed is that for a private company or a public company is determined by reference to the company's status immediately before the end of the relevant accounting reference period.
        (8) In this section "the relevant accounting reference period" means the accounting reference period by reference to which the financial year for the accounts in question was determined.

      • 417. Calculation of period allowed

        (1) This section applies for the purposes of calculating the period for filing a company's accounts and reports which is expressed as a specified number of months from a specified date or after the end of a specified previous period.
        (2) Subject to the following provisions, the period ends with the date in the appropriate month corresponding to the specified date or the last day of the specified previous period.
        (3) If the specified date, or the last day of the specified previous period, is the last day of a month, the period ends with the last day of the appropriate month (whether or not that is the corresponding date).
        (4) If—
        (a) the specified date, or the last day of the specified previous period, is not the last day of a month but is the 29th or 30th, and
        (b) the appropriate month is February,
        the period ends with the last day of February.
        (5) "The appropriate month" means the month that is the specified number of months after the month in which the specified date, or the end of the specified previous period, falls.

      • 418. Filing obligations of companies subject to small companies regime

        (1) The directors of a company subject to the small companies regime—
        (a) must deliver to the Registrar for each financial year a copy of a balance sheet drawn up as at the last day of that year, and
        (b) may also deliver to the Registrar—
        (i) a copy of the company's profit and loss account for that year, and
        (ii) a copy of the directors' report for that year.
        (2) The directors must also deliver to the Registrar a copy of the auditor's report on the accounts (and any directors' report) that it delivers.

        This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption.
        (3) Subject to section 419 the copies of accounts and reports delivered to the Registrar must be copies of the company's annual accounts and reports.
        (4) The copies of the balance sheet and any directors' report delivered to the Registrar under this section must state the name of the person who signed it on behalf of the board.
        (5) The copy of the auditor's report delivered to the Registrar under this section must—
        (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or
        (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Board in accordance with that section.

      • 419. Filing obligations of companies entitled to small companies exemption: additional requirements

        (1) Where a company prepares accounts which are deliverable to the Registrar under section 418
        (a) the directors may deliver to the Registrar a copy of a balance sheet drawn up as prescribed in rules made by the Board, and
        (b) there may be omitted from the copy of the profit and loss account delivered to the Registrar such items as may be specified by the rules made under subsection (1)(a).
        (2) Where the directors of a company subject to the small companies regime deliver to the Registrar accounts, and in accordance with section 418
        (a) do not deliver to the Registrar a copy of the company's profit and loss account, or
        (b) do not deliver to the Registrar a copy of the directors' report,
        the copy of the balance sheet delivered to the Registrar must contain in a prominent position a statement that the company's annual accounts and reports have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

      • 420. Filing obligations of medium-sized companies

        (1) The directors of a company that qualifies as a medium-sized company in relation to a financial year (see sections 438 (companies qualifying as medium-sized: general) to 440 (companies excluded as being treated as medium-sized)) must deliver to the Registrar a copy of—
        (a) the company's annual accounts, and
        (b) the directors' report.
        (2) They must also deliver to the Registrar a copy of the auditor's report on those accounts (and on the directors' report).

        This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption.
        (3) The copies of the balance sheet and directors' report delivered to the Registrar under this section must state the name of the person who signed it on behalf of the board.
        (4) The copy of the auditor's report delivered to the Registrar under this section must—
        (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or
        (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Board in accordance with that section.
        (5) This section does not apply to companies with in section 418 (filing obligations of companies subject to the small companies regime).

      • 421. Filing obligations of companies generally

        (1) The directors of a company must deliver to the Registrar for each financial year of the company a copy of—
        (a) the company's annual accounts, and
        (b) the directors' report.
        (2) The directors to whom subsection (1) applies must also deliver to the Registrar a copy of the auditor's report on those accounts (and the directors' report).

        This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption.
        (3) The copies of the balance sheet and directors' report delivered to the Registrar under this section must state the name of the person who signed it on behalf of the board.
        (4) The copy of the auditor's report delivered to the Registrar under this section must—
        (a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior auditor, or
        (b) if the conditions in section 477 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Board in accordance with that section.
        (5) This section does not apply to companies within—
        (a) section 418 (filing obligations of companies subject to the small companies regime), or
        (b) section 420 (filing obligations of medium-sized companies).

      • 422. Unlimited companies exempt from obligation to file accounts

        (1) The directors of an unlimited company are not required to deliver accounts and reports to the Registrar in respect of a financial year if the following conditions are met.
        (2) The conditions are that at no time during the relevant accounting reference period—
        (a) has the company been, to its knowledge, a subsidiary undertaking of an undertaking which was then limited, or
        (b) have there been, to its knowledge, exercisable by or on behalf of two or more undertakings which were then limited, rights which if exercisable by one of them would have made the company a subsidiary undertaking of it, or
        (c) has the company been a parent company of an undertaking which was then limited.
        The references above to an undertaking being limited at a particular time are to an undertaking (under whatever law established) the liability of whose members is at that time limited.
        (3) The exemption conferred by this section does not apply if—
        (a) the company is a financial institution or the parent company of a group which includes a financial institution, or
        (b) each of the members of the company is—
        (i) a limited company, or
        (ii) another unlimited company each of whose members is a limited company.
        The references in subsection (3)(b) to a limited company and another unlimited company, include a comparable undertaking incorporated in or formed under the law of a jurisdiction outside the Abu Dhabi Global Market.
        (4) Where a company is exempt by virtue of this section from the obligation to deliver accounts—
        (a) section 410(3) (requirements in connection with publication of registrable accounts: meaning of "registrable accounts") has effect with the substitution for the words "as required to be delivered to the Registrar under section 415 (duty to file accounts and reports with the Registrar)" of the words "as prepared in accordance with this Part and approved by the board of directors", and
        (b) section 411(1)(b) (requirements in connection with publication of non-registrable accounts: statement whether registrable accounts delivered) has effect with the substitution for the words from "whether registrable accounts" to "have been delivered to the Registrar" of the words "that the company is exempt from the requirement to deliver registrable accounts".
        (5) In this section the "relevant accounting reference period", in relation to a financial year, means the accounting reference period by reference to which that financial year was determined.

      • 423. Dormant subsidiaries exempt from obligation to file accounts

        (1) The directors of a company are not required to deliver a copy of the company's individual accounts to the Registrar in respect of a financial year if—
        (a) the company is a subsidiary undertaking,
        (b) it has been dormant throughout the whole of that year, and
        (c) its parent undertaking is established under the law of the Abu Dhabi Global Market.
        (2) Exemption is conditional upon compliance with all of the following conditions—
        (a) all members of the company must agree to the exemption in respect of the financial year in question,
        (b) the parent undertaking must give a guarantee under section 425 (parent undertaking declaration of guarantee) in respect of that year,
        (c) the company must be included in the consolidated accounts drawn up for that year or to an earlier date in that year by the parent undertaking in accordance with international accounting standards,
        (d) the parent undertaking must disclose in the notes to the consolidated accounts that the directors of the company are exempt from the requirement to deliver a copy of the company's individual accounts to the Registrar by virtue of this section, and
        (e) the directors of the company must deliver to the Registrar within the period for filing the company's accounts and reports for that year—
        (i) a written notice of the agreement referred to in subsection (2)(a),
        (ii) the statement referred to in section 425(1) (parent undertaking declaration of guarantee),
        (iii) a copy of the consolidated accounts referred to in subsection (2)(c),
        (iv) a copy of the auditor's report on those accounts, and
        (v) a copy of the consolidated annual report drawn up by the parent undertaking.

      • 424. Companies excluded from the dormant subsidiaries exemption

        The directors of a company are not entitled to the exemption conferred by section 423 (dormant subsidiaries) if the company was at any time within the financial year in question—

        (a) a public interest entity, or
        (b) a financial institution.

      • 425. Dormant subsidiaries filing exemption: parent undertaking declaration of guarantee

        (1) A guarantee is given by a parent undertaking under this section when the directors of the subsidiary company deliver to the Registrar a statement by the parent undertaking that it guarantees the subsidiary company under this section.
        (2) The statement under subsection (1) must be authenticated by the parent undertaking and must specify—
        (a) the name of the parent undertaking and its registered number,
        (b) the name and registered number of the subsidiary company in respect of which the guarantee is being given,
        (c) the date of the statement, and
        (d) the financial year to which the guarantee relates.
        (3) A guarantee given under this section has the effect that—
        (a) the parent undertaking guarantees all outstanding liabilities to which the subsidiary company is subject at the end of the financial year to which the guarantee relates, until they are satisfied in full, and
        (b) the guarantee is enforceable against the parent undertaking by any person to whom the subsidiary company is liable in respect of those liabilities.

      • 426. Default in filing accounts and reports: contraventions

        (1) If the requirements of section 415 (duty to file accounts and reports) are not complied with in relation to a company's accounts and reports for a financial year before the end of the period for filing those accounts and reports, the company and every person who immediately before the end of that period was a director of the company, commits a contravention of these Regulations.
        (2) A person does not commit the contravention referred to in subsection (1) if he proves that he took all reasonable steps for securing that those requirements would be complied with before the end of that period, and for this purpose, it is not enough to prove that the documents in question were not in fact prepared as required by this Part.
        (3) A person who commits the contravention referred to in subsection (1) shall be liable to a fine of up to level 5.

      • 427. Default in filing accounts and reports: Court order

        (1) If—
        (a) the requirements of section 415 (duty to file accounts and reports) are not complied with in relation to a company's accounts and reports for a financial year before the end of the period for filing those accounts and reports, and
        (b) the directors of the company fail to make good the default within 14 days after the service of a notice on them requiring compliance,
        the Court may, on the application of any member or creditor of the company or of the Registrar, make an order directing the directors (or any of them) to make good the default within such time as may be specified in the order.
        (2) The Court's order may provide that all costs of and incidental to the application are to be borne by the directors.