• Duty to circulate copies of accounts and reports

    • 405. Duty to circulate copies of annual accounts and reports

      (1) Every company required to prepare annual accounts must send a copy of its annual accounts and reports for each financial year to—
      (a) every member of the company,
      (b) every holder of the company's debentures, and
      (c) every person who is entitled to receive notice of general meetings.
      (2) Copies need not be sent to a person for whom the company does not have a current address.
      (3) A company has a "current address" for a person if—
      (a) an address has been notified to the company by the person as one at which documents may be sent to him, and
      (b) the company has no reason to believe that documents sent to him at that address will not reach him.
      (4) In the case of a company not having a share capital, copies need not be sent to anyone who is not entitled to receive notices of general meetings of the company.
      (5) Where copies are sent out over a period of days, references in these Regulations to the day on which copies are sent out shall be read as references to the last day of that period.

    • 406. Time allowed for sending out copies of accounts and reports

      (1) The time allowed for sending out copies of the company's annual accounts and reports is as follows.
      (2) A private company must comply with section 405 (duty to circulate copies of annual accounts and reports) not later than—
      (a) the end of the period for filing accounts and reports, or
      (b) if earlier, the date on which it actually delivers its accounts and reports to the Registrar.
      (3) A public company must comply with section 405 (duty to circulate copies of annual accounts and reports) at least 21 days before the date of the relevant accounts meeting.
      (4) If in the case of a public company copies are sent out later than is required by subsection (3), they shall, despite that, be deemed to have been duly sent if it is so agreed by all the members entitled to attend and vote at the relevant accounts meeting.
      (5) Whether the time allowed is that for a private company or a public company is determined by reference to the company's status immediately before the end of the accounting reference period by reference to which the financial year for the accounts in question was determined.
      (6) In this section the "relevant accounts meeting" means the accounts meeting of the company at which the accounts and reports in question are to be laid.

    • 407. Default in sending out copies of accounts and reports: contraventions

      (1) If default is made in complying with section 405 (duty to circulate copies of annual accounts and reports) or 406 (time allowed for sending out copies of accounts and reports), a contravention of these Regulations is committed by—
      (a) the company, and
      (b) every officer of the company who is in default.
      (2) A person who commits the contravention referred to in subsection (1) shall be liable to a fine of up to level 4.

    • 408. Right of member or debenture holder to copies of accounts and reports

      (1) A member of, or holder of debentures of, a company is entitled to be provided, on demand and without charge, with a copy of—
      (a) the company's last annual accounts,
      (b) the last directors' report, and
      (c) the auditor's report on those accounts (including the statement on that report),
      (2) The entitlement under this section is to a single copy of those documents, but that is in addition to any copy to which a person may be entitled under section 405 (duty to circulate copies of annual accounts and reports).
      (3) If a demand made under this section is not complied with within seven days of receipt by the company, a contravention of these Regulations is committed by—
      (a) the company, and
      (b) every officer of the company who is in default.
      (4) A person who commits the contravention referred to in subsection (3) shall be liable to a fine of up to level 4.

    • 409. Name of signatory to be stated in published copies of accounts and reports

      (1) Every copy of a document to which this section applies that is published by or on behalf of the company (including, where applicable, a restricted scope company) must state the name of the person who signed it on behalf of the board.
      (2) This section applies to the company's balance sheet and its directors' report.
      (3) If a copy is published without the required statement of the signatory's name, a contravention of these Regulations is committed by—
      (a) the company, and
      (b) every officer of the company who is in default.
      (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 3 fine.

    • 410. Requirements in connection with publication of registrable accounts

      (1) If a company publishes any of its registrable accounts, they must be accompanied by the auditor's report on those accounts (unless the company is exempt from audit and the directors have taken advantage of that exemption).
      (2) A company that prepares registrable group accounts for a financial year must not publish its registrable individual accounts for that year without also publishing with them its registrable group accounts.
      (3) A company's "registrable accounts" are its accounts for a financial year as required to be delivered to the Registrar under section 415 (duty to file accounts and reports with the Registrar).
      (4) If a company contravenes any provision of this section, a contravention of these Regulations is committed by—
      (a) the company, and
      (b) every officer of the company who is in default.
      (5) A person who commits the contravention referred to in subsection (4) shall be liable to a fine of up to level 5.

    • 411. Requirements in connection with publication of non-registrable and other accounts

      (1) If a company publishes non-registrable accounts, it must publish with them a statement indicating—
      (a) that they are not the company's registrable accounts,
      (b) whether registrable accounts dealing with any financial year with which the non-registrable accounts purport to deal have been delivered to the Registrar, and
      (c) whether an auditor's report has been made on the company's registrable accounts for any such financial year, and if so whether the report—
      (i) was qualified or unqualified, or included a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report, or
      (ii) contained a statement under section 469 (2) (accounting records or returns inadequate or accounts), or section 469 (3) (failure to obtain necessary information and explanations).
      (2) The company must not publish with non-registrable accounts the auditor's report on the company's registrable accounts.
      (3) References in this section to the publication by a company of "non-registrable accounts" are to the publication of—
      (a) any balance sheet or profit and loss account relating to, or purporting to deal with, a financial year (or any part thereof) of the company, or
      (b) an account in any form purporting to be a balance sheet or profit and loss account for a group headed by the company relating to, or purporting to deal with, a financial year (or any part thereof) of the company,
      otherwise than as part of the company's registrable accounts.
      (4) In subsection (3)(b) "a group headed by the company" means a group consisting of the company and any other undertaking (regardless of whether it is a subsidiary undertaking of the company) other than a parent undertaking of the company.
      (5) If a company contravenes any provision of this section, a contravention of these Regulations is committed by—
      (a) the company, and
      (b) every officer of the company who is in default.
      (6) A person who commits the contravention referred to in subsection (5) shall be liable to a fine of up to level 4.
      (7) If a restricted scope company publishes any accounts such as are mentioned in subsection (3), it must comply with Chapter 8.

    • 412. Meaning of "publication" in relation to accounts and reports

      (1) This section has effect for the purposes of—

      section 409 (name of signatory to be stated in published copies of accounts and reports),

      section 410 (requirements in connection with publication of registrable accounts), and

      section 411 (requirements in connection with publication of non-registrable accounts).
      (2) For the purposes of those sections a company (including, where applicable, a restricted scope company) is regarded as publishing a document if it publishes, issues or circulates it (including by making it available on a website) or otherwise makes it available for public inspection in a manner calculated to invite members of the public generally, or any class of members of the public, to read it.