5.03 The Company's own accounts do not state its registered number or registered office address
UK Company A · a UK-listed medical technology group · Compliance or disclosure gap
In brief
The parent company's individual accounts (balance sheet, statement of changes in equity and Notes 1 to 9) say only that the Company is [wording masked] Wales. The opening subsection of Companies Act section 396 requires the individual accounts themselves to state the registered number and the registered office address as well. Both items appear in the Annual Report, but only in the shareholder information pages and on the back cover, which are outside the accounts. The 2025 report repeats the same wording.
The evidence, as filed
Further pages withheld to protect the company’s identity (three): Annual Report 2024, page 250; Annual Report 2025, page 268; Annual Report 2024, page 277. Their wording or layout could lead back to the company even with names and figures masked; the evidence list below records what each page shows.
Names, figures, dates, logos and any wording that could be searched back to the company are boxed out in grey; the point is highlighted in yellow.
What the report shows, and what the rule requires
| What the annual report shows | What the rule requires |
|---|---|
| What the annual report shows Company accounts (Note 1) state the part of the UK and that the Company is a public limited company; the registered number ([n]) and registered office address appear only in Shareholder information and on the back cover. | What the rule requires The Company accounts state the registered number and registered office address, e.g. on the Company balance sheet or in Note 1: 'the Company is a public company limited by shares, registered in England and Wales with registered number [n]; registered office: Building 5, [place], [place], [place] WD18 8YE.' |
The rule
Companies Act 2006 s.396, opening subsection, paragraphs (a)-(d)
Version relied on: Companies Act 2006, revised text on legislation.gov.uk as in force for the financial year reviewed
Companies Act individual accounts must state— (a)the part of the United Kingdom in which the company is registered, (b)the company’s registered number, (c)whether the company is a public or a private company and whether it is limited by shares or by guarantee, (d)the address of the company’s registered office
Why it applies here: items (a) and (c) of the opening subsection of section 396 are met, but (b) the registered number and (d) the registered office address are not stated in the accounts.
Why it matters
- The individual accounts do not contain two particulars the Act requires them to state.
- No figure is affected and a reader can find both items elsewhere in the Annual Report, which is why the priority is low.
The individual accounts do not contain two particulars the Act requires them to state. No figure is affected, and a reader can find both items elsewhere in the Annual Report.
Exposure
A Financial Reporting Council (FRC) Corporate Reporting Review letter asking the Company to add the particulars in the next accounts; formal revision of the accounts is very unlikely for an omission of this kind.
Our workings
The Company's individual accounts are prepared under FRS 101, so they are Companies Act individual accounts. The auditor's report defines them as the balance sheet, the statement of changes in equity and Notes 1 to 9 (printed pages 248-255). Note 1 opens by saying the Company is [wording masked] Wales; no page of the accounts gives the Company's registered number or registered office address. The number and the address are printed in Shareholder information (p.277) and on the back cover. The 2025 report's Note 1 uses identical words.
The subsidiaries' addresses in Note 8 do not cure this: that key lists where the subsidiaries are registered, not the Company's own registered office. The point affects no figure.
| Section 396 opening subsection item | Where the Company accounts give it | Status |
|---|---|---|
| (a) part of the UK where registered | Note 1: incorporated in England and Wales | Given |
| (b) registered number | Not in the accounts; Shareholder information and back cover only | Not given in the accounts |
| (c) public or private; limited by shares or guarantee | Note 1: public limited company | Given |
| (d) registered office address | Not in the accounts; Shareholder information only | Not given in the accounts |
| (e) being wound up | Not applicable | n/a |
Management’s best defence, and our reply
The Company would say that the Annual Report is one document filed with the registrar as a whole, and that the registered number and registered office are printed in it twice, so no user is left without the information. It could add that Note 8 gives the [place] address, which is also the Company's registered office. However, section 396 places the duty on the individual accounts themselves, and the auditor's report confirms that the accounts end at Note 9; the Shareholder information pages and back cover are outside them, and Note 8 gives the [place] address only as the subsidiaries' registered office. The defence goes to harm, which is why severity is low, not to compliance.
The fix
- Add to the Company balance sheet or Note 1: 'the Company is a public company limited by shares, registered in England and Wales (registered number [n]), registered office Building 5, [place], [place], [place], WD18 8YE.'
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Note 1 of the Company accounts gives the part of the UK and the company type only | Document | Annual Report 2024, page 250 |
| 2 | The auditor's report defines the parent company accounts as the balance sheet, the statement of changes in equity and Notes 1 to 9 | Document | Annual Report 2024, page 180 |
| 3 | The registered number and registered office address are given in Shareholder information, outside the accounts | Document | Annual Report 2024, page 277 |
| 4 | The 2025 Company accounts repeat the same wording, again without the registered number or registered office | Document | Annual Report 2025, page 268 |
| 5 | The Company accounts are prepared under FRS 101, so they are Companies Act individual accounts | Document | Annual Report 2024, page 250 |
Absence check
- Document
- Annual Report 2024
- Where it would appear
- 1 Basis of preparation
- What is missing
- The Company's registered number and registered office address
- Pages looked at
- Annual Report [amount].248-255 (Company balance sheet, statement of changes in equity, Notes 1-9) on the page images
- Result
- [n] and 'Registered in England' hit only p.277 (Shareholder information) and p.290 (back cover), both outside the accounts. 'registered office' hits p.152 (remuneration report: contracts available at the registered office), p.252-255 (Note 8 list and address key of the subsidiaries' registered offices, not the Company's own) and p.277. 'registered number' and 'company number' hit nothing; p.255 gives 'Registration number' only for six audit-exempt subsidiaries.
Prepared by Pramanex from the company’s published annual reports, without the company’s involvement, to show how an annual report review reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other assurance engagement, and not legal advice. A regulator-style question is a question, not a conclusion.
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