STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. It is intended to enhance corporate transparency in the UK, principally through Companies House reforms and amendments to provisions of the Companies Act 2006. It also seeks to modernise the regulatory framework for limited partnerships and create stronger powers to tackle economic crime. ECCTA 2023 is to come into force in stages. A number of its provisions came into force on 4 March 2024 and may impact this content. For further information, see Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023—tracker, particularly the legislation and consultation tracker. This Practice Note focuses on the need for a company to produce individual accounts and for a parent company to prepare group accounts. The Companies Act 2006 (CA 2006) sets out detailed provisions relating to the preparation of annual accounts and reports by a company. The Companies, Partnerships and Groups (Accounts

On an accounts date deal for a share purchase, the buyer will determine the purchase price by reference to the previous set of audited accounts (and any other information available by means of due diligence) and there will be no mechanism for adjustment of the purchase price within the SPA (other than by means of warranty or covenant claims). A simple accounts date structure is now infrequently used because it provides no protection (other than specific protections under the tax covenant) for the buyer for the activities of the target company (or its group) after the accounts date.

1 Introduction This document sets out our finance and accounting systems and controls. Any person working in the firm’s Finance department must ensure they have read and understand the contents. There is a separate, shorter version of this document for use by fee earners and other, non-Finance staff. 2 Basic principles 2.1 We must safeguard money and assets entrusted to the firm by clients and others. 2.2 We must at all times comply with the SRA Accounts Rules (the Accounts Rules). Except where the Accounts rules provide otherwise, we must: 2.2.1 keep client money separate from the firm’s money; 2.2.2 keep client money safely in a bank or building society (in England and Wales) account identifiable as a client account of the firm; 2.2.3 withdraw client money from a client account only: (a) for the purpose for which the client money is being held; (b) following receipt of instructions; or (c) on the SRA’s prior written authorisation or in prescribed circumstances 2.2.4 account for a fair sum of interest on any client money the firm holds; 2.2.5 establish and maintain effective accounting arrangements, systems and internal controls; 2.2.6 keep accurate, contemporaneous and chronological records of our

1 Introduction 1.1 This accounts manual sets out our accounting systems and controls for fee earners and other non-finance staff. There is a separate, more detailed accounts manual for use by the Finance team. 1.2 The [Head of Finance OR COFA] is responsible for this manual. 2 Basic principles 2.1 We must safeguard money and assets entrusted to the firm by clients and others. 2.2 We must at all times comply with the SRA Accounts Rules (the Accounts rules). 2.3 Except where the Accounts Rules provide otherwise, we must: 2.3.1 keep client money separate from the firm’s money; 2.3.2 keep client money safely in a client bank account; 2.3.3 withdraw client money from a client account only as permitted by the Accounts Rules; 2.3.4 not provide banking facilities through a client account; and 2.3.5 pay a fair sum of interest on any client money the firm holds. 3 Accounts department 3.1 The Finance department is located at [insert location, eg office if you have more than one office or location within your office]. 3.2 The Finance department is led by [insert name and/or title][, who is also the firm’s Compliance Officer for Finance and Administration (COFA)]. 3.3 [Insert any other information regarding the structure of your accounts or finance department, eg if

The particular general meeting of the company at which its annual accounts and reports are (or are to be) laid in accordance with CA 2006, s 437, most typically its AGM. Public companies must send out copies of their annual accounts and reports no later than 21 days before the date of the relevant accounts meeting (CA 2006, s 424).

Amounts owed by an organisation or individual to another for goods or services it has received.

Amounts due to an organisation or individual from another for goods or services it has supplied.

Site accredited to hold government protectively marked materials

Who is an accredited financial investigator? An accredited financial investigator (AFI) for the purposes of Proceeds of Crime Act 2002 (POCA 2002) is a financial investigator who is trained and accredited pursuant to POCA 2002, s 3. In addition, POCA 2002, s 453 empowers the Secretary of State, through secondary legislation, to designate an investigator who falls within a specified description as an AFI. The purpose of this order-making power is to enable the Secretary of State to limit the use of restraint and investigation powers to those financial investigators who are employed or engaged by law enforcement authorities or are employed or engaged in a law enforcement capacity by Government departments. The Proceeds of Crime Act 2002 (References to Financial Investigators) (England and Wales and Northern Ireland) Order 2021, SI 2021/640 was issued under this section and states: ‘A reference to an accredited financial investigator in a provision of the 2002 Act specified in column 1 of each table in Schedule 1 is a reference to an accredited financial investigator

Accretion describes a lawful increase that attaches automatically to property or to a beneficiary’s entitlement, without a separate transfer.In property law, land gained gradually and imperceptibly by natural forces along watercourses or the foreshore accrues to the riparian or coastal owner. The legal boundary moves with gradual accretion but not with sudden change (avulsion). Across England and Wales, Northern Ireland and Ireland this is a common-law rule; in Scots law the phenomenon is called alluvion, with broadly equivalent effect. Registration may require evidence and an application to amend the title plan or cadastral map.In succession and trusts, accretion denotes the increase of one beneficiary’s share when another gift fails, lapses or is disclaimed, typically among joint tenants or among residuary beneficiaries, unless the instrument shows a contrary intention or statutory anti-lapse applies (for example, Wills Act 1837, s.33; Succession Act 1965 (Ireland), s.98). Specific legacies to tenants in common usually do not accrete; the failed share falls into residue or on intestacy.In Scots conveyancing, accretion also describes after-acquired title “feeding” an earlier disposition by a non-owner, becoming effective when the granter later acquires title; the English and Northern Irish analogue is the doctrine of feeding the estoppel.

The system under which benefits are earned year-by-year in a pension scheme.

Dispute Resolution analysis: The High Court held that Tangent’s alternative unjust enrichment claim was barred by section 5 of the Limitation Act 1980. The court allowed Tangent to rely on failure of basis despite deficiencies in its pleading, but held that the claim accrued when it became objectively clear that the anticipated profit-share contract would not be concluded, not when development profits might later be realised. On the facts, the relevant point had been reached 8 April 2016 and the proceedings issued on 13 February 2024 were out of time. The judgment is significant on when time may start to run in unjust enrichment claims concerning professional or commercial services supplied in anticipation of a contract.