Companies Act 2014

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Documents to be annexed to annual return of non-designated ULC

1277. (1) The statutory auditors of a non-designated ULC shall prepare, and furnish to the directors of the company, a separate report which—

(a) confirms that the statutory auditors audited the financial statements of the company for the relevant financial year, and

(b) includes within it the report made by them to the members of the company pursuant to section 391 on those financial statements.

(2) Where a report is prepared in accordance with subsection (1) there shall be attached to the annual return of the non-designated ULC a copy of the report that satisfies the following conditions—

(a) it is a true copy of the original save for the difference that the signature or signatures on the original, and any date or dates thereon, shall appear in typeset form on the copy, and

(b) it is accompanied by a certificate of a director and the secretary of the non-designated ULC, that bears the signature of the director and the secretary in electronic or written form, stating that the copy is a true copy of the original (and the foregoing statement need not be qualified on account of the difference permitted by paragraph (a) as to the form of a signature or of a date).

(3) In subsection (4)—

“electronic means” means those provided for under the Electronic Commerce Act 2000 and effected in compliance with any requirements of the Registrar of the kind referred to in sections 12(2)(b) and 13(2)(a) of that Act;

“required documents” means the copy of the report referred to in paragraph (a) of subsection (2), accompanied by the certificate referred to in paragraph (b) of that subsection;

“required period” means the period referred to in section 343 (2) or (3), as the case may be, or, where that period stands extended in accordance with section 343 (5) and (6), that period as it stands so extended.

(4) Where a non-designated ULC makes its annual return by electronic means to the Registrar within the required period then, notwithstanding that the required documents have not been attached to the annual return, the annual return shall be deemed to have been delivered to the Registrar within the required period with the foregoing documents attached to it if those documents are delivered to the Registrar within 28 days after the date on which the annual return has been delivered to the Registrar by electronic means.

(5) This section shall not apply if the non-designated ULC is entitled to, and has availed itself of, the audit exemption conferred by Chapter 15 or 16 of Part 6 in the financial year concerned.