C1C2C3C4C5C6C7C8Part VII Accounts and Audit
Part VII (ss. 221-262) continued by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 13(1)(a)
Part VII (ss. 221-262) amended by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 1(2)(5)
Part VII (ss. 221-262) extended by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 1(3)(5)
Part VII (ss. 221-262) modified by S.I. 1990/355, arts. 6, 7, Sch. 2 paras. 1(4)(5), 3(2)(3)
Part VII (ss. 221-262) excluded by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 3(1)(3)
Part VII (ss. 221-262) restricted by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 13(1)(b)
Pt. VII (ss. 221-262) applied (with modifications) (21.7.1993) by S.I. 1993/1820, reg. 4, Sch. paras.1, 2 (as amended (1.10.2005) by S.I. 2005/1987, reg. 3)
Pt. VII (ss. 221-262) applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 3, Sch. 1 (as amended (4.3.2004) by S.I. 2004/355, art. 8, (1.10.2005) by S.I. 2005/1989, reg. 2, Sch. 1 and (12.1.2006) by S.I. 2005/3442, reg. 2(2)(b), Sch. 2 para. 3(1))
Pt. 7 (ss. 221-262) modified (1.8.2007) by The European Grouping of Territorial Cooperation Regulations 2007 (S.I. 2007/1949), regs. 6, 7, Sch. Pt. 1
Chapter I Provisions Applying to Companies Generally
F1 Publication of accounts and reports
New ss. 238–240 inserted (subject to the saving and transitional provisions in S.I. 1990/355, arts. 6–9, Sch. 2, by Companies Act 1989 (c. 40, SIF 27), ss. 1, 10, 213(2) as part of the text inserted in place of ss. 221–262 (as mentioned in s. 1(a) of the 1989 Act)
238 Persons entitled to receive copies of accounts and reports. C9
1
A copy of the company’s annual accounts, together with a copy of the directors’ report for that financial year and of the auditors’ report on those accounts, shall be sent 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,
not less than 21 days before the date of the meeting at which copies of those documents are to be laid in accordance with section 241.
C102
Copies need not be sent—
a
to a person who is not entitled to receive notices of general meetings and of whose address the company is unaware, or
b
to more than one of the joint holders of shares or debentures none of whom is entitled to receive such notices, or
c
in the case of joint holders of shares or debentures some of whom are, and some not, entitled to receive such notices, to those who are not so entitled.
C103
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.
4
If copies are sent less than 21 days before the date of the meeting, they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by all the members entitled to attend and vote at the meeting.
F24A
References in this section to sending to any person copies of a company’s annual accounts, of the directors’ report and of the auditors’ report include references to using electronic communications for sending copies of those documents to such address as may for the time being be notified to the company by that person for that purpose.
F24B
For the purposes of this section copies of those documents are also to be treated as sent to a person where—
a
the company and that person have agreed to his having access to the documents on a web site (instead of their being sent to him);
b
the documents are documents to which that agreement applies; and
c
that person is notified, in a manner for the time being agreed for the purpose between him and the company, of—
i
the publication of the documents on a web site;
ii
the address of that web site; and
iii
the place on that web site where the documents may be accessed, and how they may be accessed.
F24C
For the purposes of this section documents treated in accordance with subsection (4B) as sent to any person are to be treated as sent to him not less than 21 days before the date of a meeting if, and only if—
a
the documents are published on the web site throughout a period beginning at least 21 days before the date of the meeting and ending with the conclusion of the meeting; and
b
the notification given for the purposes of paragraph (c) of that subsection is given not less than 21 days before the date of the meeting.
F24D
Nothing in subsection (4C) shall invalidate the proceedings of a meeting where—
a
any documents that are required to be published as mentioned in paragraph (a) of that subsection are published for a part, but not all, of the period mentioned in that paragraph; and
b
the failure to publish those documents throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the company to prevent or avoid.
F24E
A company may, notwithstanding any provision to the contrary in its articles, take advantage of any of subsections (4A) to (4D).
C115
If default is made in complying with this section, the company and every officer of it who is in default is guilty of an offence and liable to a fine.
6
Where copies are sent out under this section over a period of days, references elsewhere in this Act to the day on which copies are sent out shall be construed as references to the last day of that period.
Pt. VII (ss. 221–262) applied with modifications by S.I. 1985/680, regs. 4–6, Sch.