Change Accounting Reference Date

A company's accounting reference date determines the date for the end of its financial year ('accounting reference period') and the period within which accounts have to be laid before the general meeting (if applicable) and delivered to Companies House.

For any new company, the accounting reference date is the last day of the month in which the company is registered. For example, a company registered on 1 March 2012 has an accounting reference date of 31 March and, unless the date is changed, its first accounting reference period will run from 1 March 2012 to 31 March 2013.

There is a leeway of 7 days on either side of the accounting reference date for the actual date for which the accounts are made up, to accommodate, for example, an exact 52-week year if this is more convenient for the company.

The directors may resolve to change the accounting reference date. The date may be changed in respect of any accounting reference period and subsequent periods by resolution of the board and notice to Companies House made either within that period, or within the period allowed for delivering the accounts to Companies House.

An accounting reference date cannot be altered so as to make an accounting reference period longer than 18 months, nor may the date be altered so as to extend the company's accounting reference period beyond 12 months more than once in 5 years. There are special provisions allowing the accounting reference date to be extended more frequently where the date is altered so as to realign it with a subsidiary or parent undertaking established under the law of any EEA state or if the company is in administration.

Written Resolution

As an alternative to a resolution being proposed and heard at an actual board meeting a director may propose a written resolution which, if signed by the other directors, will have the same effect as if proposed and agreed to at the meeting.

Note: only companies which have authority to pass directors' written resolutions may do so. There is no statutory power to pass such resolutions under the Companies Act 2006 but the 2006 'model articles' give such power. It is important therefore to check the existing articles to ensure that such power exists before proceeding.

Any director may propose a director's written resolution by giving notice in writing of the proposed resolution to the other directors. The notice must indicate the proposed resolution in full and the time by which it is proposed that the directors should adopt it.

The proposed written resolution is adopted when all the directors who would have been entitled to vote on the resolution at a directors' meeting have signed one or more copies of it, provided that those director would have formed a quorum at such meeting. It is immaterial whether any director signs the resolution before or after the time by which the notice proposed that it should be adopted.

Once a directors' written resolution has been adopted it must be treated as if it had been a decision taken at a directors' meeting in accordance with the articles.

It is important that a record is kept in writing of all directors' written resolutions for at least 10 years from the date of their adoption.

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