The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007

Provisions referring to general meetings of private companies

3.—(1) In section 235(1) (auditors’ report on company’s annual accounts), for the words from “are to be laid before the company” to the end substitute—

“are, during their tenure of office—

(a) in the case of a private company, to be sent out to members under section 238(1);

(b) in the case of a public company, to be laid before the company in general meeting under section 241.”.

(2) In section 238 (persons entitled to receive copies of accounts and reports)—

(a) in subsection (1) omit the words from “not less than 21 days” to the end;

(b) omit subsection (4); and

(c) in subsection (5) after “this section” insert “or section 238A”.

(3) After that section insert—

“Time allowed for sending out copies of accounts and reports

238A.— (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 238(1) not later than—

(a) the end of the period for delivering accounts and reports (see section 244), or

(b) if earlier, the date on which it actually delivers its accounts and reports under section 242.

(3) A public company must comply with section 238(1) not less than 21 days before the date of the meeting at which copies of the documents are to be laid in accordance with section 241.

(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 meeting.”.

(4) References in any enactment or instrument to the period for laying and delivering accounts, and reports including those in section 244 (which defines that period), shall be read in relation to a private company as references to the period for delivering accounts and reports.

(5) In section 241 (accounts and reports to be laid before company in general meeting), in subsection (1) for “a company” substitute “a public company”.

(6) In section 270(3) (distributions: justification by reference to company’s last annual accounts) for the words from “that is to say” to the end substitute—

“that is to say—

(a) in the case of a private company, those prepared under Part 7 that were last sent to members in accordance with section 238(1);

(b) in the case of a public company, those prepared under Part 7 which were laid in respect of the last preceding accounting reference period in respect of which accounts so prepared were laid (and for this purpose accounts are laid if section 241(1) has been complied with in relation to them).”.

(7) In section 271 (distributions: auditors’ report on accounts), in subsection (4) omit the words from “and a copy” to the end and after that subsection insert—

“(4A) A copy of the auditors’ statement under subsection (4) must—

(a) in the case of a private company, have been circulated to members along with the copies of the accounts sent to them under section 238(1);

(b) in the case of a public company, have been laid before the company in general meeting.”.

(8) These amendments have effect for financial years ending on or after 1st October 2007.