A company’s annual accounts must be approved by the board of directors and signed on behalf of the board by one director, and that signature must be on the balance sheet (Companies Act 2006, section 414). The directors’ report and any strategic report are also approved by the board but may be signed by a director or the company secretary. A director who knowingly or recklessly allows accounts that break the Act to be approved commits a criminal offence.

Who has to approve the accounts?

Approval is a decision of the board, not of the shareholders and not of the accountant who prepared the figures. Section 414(1) says the annual accounts must be approved by the board of directors, and section 393(1) adds that directors must not approve accounts unless they are satisfied that they give a true and fair view of the company’s assets, liabilities, financial position and profit or loss.

How the board reaches the decision depends on the articles. Under the model articles for private companies (Schedule 1 to SI 2008/3229), article 7 says a decision of the directors must be either a majority decision at a meeting or a unanimous decision under article 8. Article 8 allows that unanimous decision to be a written resolution signed by each eligible director, or one each director has agreed to in writing, provided they would have formed a quorum at a meeting. Article 7(2) lets a company with only one director take decisions alone, which is covered in more detail in decisions by a sole director.

A private company does not need its shareholders to approve or adopt the accounts. Laying accounts before a general meeting is a public company requirement under section 437. A private company must instead send a copy of its accounts and reports to every member, debenture holder and person entitled to notice of general meetings (section 423), no later than the end of the filing period or, if earlier, the date it actually delivers them to Companies House (section 424(2)).

Which pages are signed, and by whom?

Document Approved by Signed by Where and authority
Annual accounts Board One director on behalf of the board On the balance sheet, section 414(1) and (2)
Directors’ report Board A director or the company secretary Section 419(1)
Strategic report (medium and large companies) Board A director or the company secretary Section 414D(1)
Auditor’s report (audited companies only) Auditor The auditor, or the senior statutory auditor for a firm Companies House guidance

Only the balance sheet carries the director’s signature for the accounts. The profit and loss account, notes and any cash flow statement are approved as part of the same set but are not signed individually. One signature is enough even where there are several directors, because the signatory signs on behalf of the whole board.

What must appear above the director’s signature?

Several statements only count if they sit above the signature on the balance sheet.

  • Small companies regime. Section 414(3) requires a statement in a prominent position above the signature that the accounts are prepared under the provisions for companies subject to the small companies regime, or, for micro entity accounts, a statement to that effect.
  • Audit exemption. Under section 475(2) and (3), a company can only claim exemption if the balance sheet contains directors’ statements that it is exempt, that the members have not required an audit under section 476, and that the directors acknowledge their responsibilities for accounting records and preparing accounts. Section 475(4) says these must appear above the section 414 signature. Companies House guidance gives wording such as: “For the year ending (dd/mm/yyyy) the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.” See audit exemption for small companies.
  • Filleted accounts. If a small company does not file its profit and loss account or directors’ report, section 444(5) requires a prominent statement that the accounts have been delivered under the small companies regime, and section 444(5A) requires the filed balance sheet to disclose that the profit and loss account has not been delivered.
  • Directors’ report. Where the small companies exemption is used in preparing the directors’ report, section 419(2) requires a statement to that effect above the signature on that report.

Does the signatory’s name have to be printed?

Yes. Section 433 requires every copy of the balance sheet, strategic report and directors’ report published by or on behalf of the company to state the name of the person who signed it on behalf of the board. Publishing without the name is an offence by the company and every officer in default, punishable on summary conviction by a fine up to level 3 on the standard scale. Section 444(6) applies the same rule to the copies a small company delivers to Companies House.

Companies House guidance says the printed name of the person who signed the balance sheet must be included even if the signature is legible, and that it can accept certain digital signatures. The rules on electronic execution generally are covered in electronic signatures on company documents.

Why does the approval date count?

The date the board approves the accounts is, in practice, the date they are authorised for issue, and FRS 102 uses that date as a cut off in two places. Paragraph 32.2 defines events after the end of the reporting period as those occurring up to the date the financial statements are authorised for issue, so anything that comes to light before approval may need to be adjusted for or disclosed. Paragraph 3.8 requires the going concern assessment to look at least 12 months from that same date. Entities applying full FRS 102 must also disclose the date of authorisation and who gave it (paragraph 32.9).

The board should therefore approve the final version, dated the day of approval. Approval also has to happen in time to file: Companies House guidance gives a private company 9 months from its accounting reference date. Under section 451, every person who was a director immediately before the deadline commits an offence if accounts are not filed in time, and it is no defence that the accounts had not been prepared. The civil late filing penalties are explained in Companies House accounts deadlines and penalties.

What offences apply if defective accounts are approved?

Section 414(4) makes it an offence for a director to approve accounts that do not comply with the Act where the director knew they did not comply, or was reckless as to whether they did, and failed to take reasonable steps to secure compliance or to stop the accounts being approved. Section 414(5) sets the penalty: a fine on conviction on indictment, or on summary conviction a fine up to the statutory maximum. Sections 419(3) and 414D(2) create the same offence for a non compliant directors’ report or strategic report.

Other provisions sit alongside:

  • Statement as to disclosure to auditors. In audited companies, the directors’ report must state that each director is unaware of relevant audit information the auditor lacks and has taken the steps a director ought to take (section 418(2)). If that statement is false and a director knew or was reckless and failed to prevent approval, section 418(6) allows imprisonment of up to two years on indictment.
  • False filings. Section 1112 makes it an offence, without reasonable excuse, to deliver to the registrar a document that is misleading, false or deceptive in a material particular.
  • Civil liability. Under section 463, a director who knew a statement in the strategic or directors’ report was untrue or misleading, or was reckless about it, is liable to compensate the company for resulting loss. Section 463(4) excludes liability to anyone other than the company.

If an error is found after approval, the route is voluntary revision under section 454, explained in revised and defective accounts.

How does this work in practice?

Illustration only. A small, audit exempt company has two directors, Priya and Tom, and adopted the model articles. The accountant sends final draft accounts with the small companies regime statement and audit exemption statements already placed above a signature block on the balance sheet. Both directors review the figures and sign a written resolution under article 8 approving them. Priya signs the balance sheet on behalf of the board, with her name printed beneath, and dates it the day of the resolution. The accountant files the accounts at Companies House and the company sends copies to its two shareholders on the same day, which satisfies section 424(2).

What mistakes come up most often?

  • Statements below the signature. Audit exemption or small companies statements placed after the signature block do not meet sections 414(3) and 475(4).
  • One director acting alone. In a company with several directors, one director signing without a board decision is not approval by the board unless the articles allow it.
  • No printed name. A signature with no name stated breaches sections 433 and 444(6) and is a common reason for rejection.
  • Treating the accountant’s sign off as approval. The accountant prepares; the directors approve. See client approval before filing for how firms evidence this.
  • Signing a draft. If figures change after the signature, the signed version is not the approved version and the process should be repeated.

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Sources

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.