Companies Act 1985

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Companies Act 1985

Changes over time for: Section 245

Version Superseded: 12/01/2006

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Point in time view as at 06/04/2005. This version of this provision has been superseded.

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Companies Act 1985, Section 245 is up to date with all changes known to be in force on or before 02 November 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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245 Voluntary revision of annual accounts or directors’ report.E+W+S

(1)If it appears to the directors of a company that any annual accounts [F1or summary financial statement] of the company, or any directors’ report [F2, operating and financial review][F3or directors’ remuneration report] , did not comply with the requirements of this Act [F4(or, where applicable, of Article 4 of the IAS Regulation)] , they may prepare revised accounts or a [F5revised statement, report or review] .

(2)Where copies of the previous accounts [F6, report or review] have been laid before the company in general meeting or delivered to the registrar, the revisions shall be confined to—

(a)the correction of those respects in which the previous accounts [F6, report or review] did not comply with the requirements of this Act, [F4(or, where applicable, of Article 4 of the IAS Regulation)] and

(b)the making of any necessary consequential alterations.

(3)The Secretary of State may make provision by regulations as to the application of the provisions of this Act in relation to revised annual accounts [F7or a revised summary financial statement] or a revised directors’ report [F8, a revised operating and financial review][F9or a revised directors’ remuneration report] .

(4)The regulations may, in particular—

(a)make different provision according to whether the previous accounts [F10, statement, report or review] are replaced or are supplemented by a document indicating the corrections to be made;

(b)make provision with respect to the functions of the company’s auditors [F11or reporting acountant]in relation to the revised accounts [F10, statement, report or review] ;

(c)require the directors to take such steps as may be specified in the regulations where the previous accounts [F12, report or review] have been —

(i)sent out to members and others under section 238(1),

(ii)laid before the company in general meeting, or

(iii)delivered to the registrar,

or where a summary financial statement [F13containing information derived from the previous accounts, report or review] has been sent to members under section 251;

(d)apply the provisions of this Act (including those creating criminal offences) subject to such additions, exceptions and modifications as are specified in the regulations.

(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.

Textual Amendments

F1Words in s. 245(1) inserted (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. 10(2)(a)

F2Words in s. 245(1) inserted (22.3.2005) by The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 14(2)(a)

F3Words in s. 245(1) inserted (1.8.2002) by The Directors' Remuneration Report Regulations 2002 (S.I. 2002/1986), reg. 10(9)(a)

F4Words in ss. 245-245C inserted (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. 3, Sch. 1 para. 11

F5Words in s. 245(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. 14(2)(b)

F6Words in s. 245(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. 14(3)

F7Words in s. 245(3) inserted (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. 10(3)

F8Words in s. 245(3) inserted (22.3.2005) by The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 14(4)

F9Words in s. 245(3) inserted (1.8.2002) by The Directors' Remuneration Report Regulations 2002 (S.I. 2002/1986), reg. 10(9)(b)

F10Words in s. 245(4)(a)(b) substituted (22.3.2005) by The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 14(5)

F11Words in s. 245(4)(b) inserted (11.8.1994) by S.I. 1994/1935, reg. 4, Sch. 1 Pt. I para. 2