Companies Act 1985

Changes over time for: Cross Heading: Listed public companies

Version Superseded: 06/04/2008

Alternative versions:

Status:

Point in time view as at 01/10/2007.

Changes to legislation:

Companies Act 1985, Cross Heading: Listed public companies is up to date with all changes known to be in force on or before 06 August 2024. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.

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Listed public companiesE+W+S

251[F1Summary financial statement]E+W+S

(1)[F2A company]need not, in such cases as may be specified by regulations made by the Secretary of State, and provided any conditions so specified are complied with, send copies of the documents referred to in [F3section 238(1A)] to [F4entitled persons], but may instead send them a summary financial statement.

[F5In this section—
“entitled persons”, in relation to a company, means such of the persons specified in paragraphs (a) to (c) of subsection (1) of section 238 as are or would apart from this section be entitled to be sent copies of those documents relating to the company which are referred to in that subsection;]
[F6“summary financial statement” means a statement that is derived from the company's annual accounts and (in the case of a quoted company) the directors' remuneration report and prepared in accordance with this section and regulations made under it.]
F7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2)Copies of the documents referred to in [F8section 238(1A)] shall, however, be sent to [F9any entitled person] who wishes to receive them; and the Secretary of State may by regulations make provision as to the manner in which it is to be ascertained [F10(whether before or after he becomes an entitled person)] whether [F9an entitled person] wishes to receive them.

(2ZA)F11. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F12(2ZB)A company that sends to an entitled person a summary financial statement instead of a copy of its directors' report shall—

(a)include in the statement the explanatory material required to be included in the directors' report by section 234ZZA(5), or

(b)send that material to the entitled person at the same time as it sends the statement.

For the purposes of paragraph (b), subsections (2A) to (2E) apply in relation to the material referred to in that paragraph as they apply in relation to a summary financial statement.]

(2A)F13. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2B)F13. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2C)F13. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2D)F13. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2E)F13. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F14(3)The summary financial statement must—

(a)be in such form, and

(b)contain such information,

as the Secretary of State may by regulations specify, including information derived from the company's directors' report F15. . . .

(3A)Nothing in this section or regulations made under it prevents a company from including in its summary financial statement additional information derived from the company's annual accounts [F16or directors' report] .]

[F17(4)Every summary financial statement shall—

(a)state that it is only a summary of information in the company’s annual accounts F18. . . and (in the case of a quoted company) the directors’ remuneration report;

[F19(aa)state whether it contains additional information derived from the directors' report F20. . . and, if so, state that it does not contain the full text of that report F21. . . ;

(ab)state how an entitled person can obtain a full copy of the documents referred to in section 238(1A);

(ac)F22. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

(b)contain a statement by the company’s auditors of their opinion as to whether the summary financial statement

[F23(i)is consistent with the company's annual accounts and directors' remuneration report and (where information derived from the directors' report F24. . . is included in the statement) with that report F25. . . , and

(ii)] complies with the requirements of this section and regulations made under it;

(c)state whether the auditors’ report on the annual accounts, or on the annual accounts and the auditable part of the directors’ remuneration report, was unqualified or qualified, and if it was qualified set out the report in full together with any further material needed to understand the qualification;

[F26(ca)state whether, in that report, the auditor's statement under section 235(3) (whether directors' report is consistent with accounts) was qualified or unqualified and, if qualified, set out the qualified statement in full together with any further material needed to understand the qualification;]

(d)state whether that auditors’ report contained a statement under—

(i)section 237(2) (accounting records or returns inadequate or accounts or directors’ remuneration report not agreeing with records and returns); or

(ii)section 237(3) (failure to obtain necessary information and explanations),

and if so, set out the statement in full.]

(5)Regulations under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

(6)If default is made in complying with this section or regulations made under it, the company and every officer of it who is in default is guilty of an offence and liable to a fine.

(7)Section 240 (requirements in connection with publication of accounts) does not apply in relation to the provision to [F27entitled persons] of a summary financial statement in accordance with this section.

Textual Amendments

F1S. 251: heading substituted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 11(1)

F2Words in s. 251(1) substituted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 11(2)(a)

F3Words in s. 251(1) substituted (22.3.2005) by The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 12(2)(a) (with reg. 13)

F4Words in s. 251(1) substituted (4.12.1992) by S.I. 1992/3003, reg. 3(2)(b).

F5Second paragraph of s. 251(1) substituted (4.12.1992) by S.I. 1992/3003, reg. 3(3).

F6S. 251(1); definition of "summary financial statement" inserted (22.3.2005) by virtue of The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 12(2)(b) (with reg. 13)

F7S. 251: definitions of "listed" and "the official list" omitted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by virtue of The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 11(2)(b)

F8Words in s. 251(2) substituted (22.3.2005) by The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 12(3) (with reg. 13)

F9Words in s. 251(2) substituted (4.12.1992) by S.I. 1992/3003, reg. 3(4)(a).

F10Words in s. 251(2) inserted (4.12.1992) by S.I. 1992/3003, reg. 3(4)(b).

F11S. 251(2ZA) omitted (12.1.2006) by virtue of The Companies Act 1985 (Operating and Financial Review) (Repeal) Regulations 2005 (S.I. 2005/3442), reg. 2(2)(a), Sch. 1 para. 14(2)