Companies Act 1985

447 Secretary of State's power to require production of documents

(1) The powers of this section are exercisable in relation to the following bodies—

(a) a company, as defined by section 735(1);

(b) a company to which this Act applies by virtue of section 676 or which is registered under section 680;

(c) a body corporate incorporated in, and having a principal place of business in, Great Britain, being a body to which any of the provisions of this Act with respect to prospectuses and allotments apply by virtue of section 718 (unregistered companies); and

(d) a body corporate incorporated outside Great Britain which is carrying on business in Great Britain or has at any time carried on business there.

(2) The Secretary of State may at any time, if he thinks there is good reason to do so, give directions to any such body requiring it, at such time and place as may be specified in the directions, to produce such books or papers as may be so specified.

(3) The Secretary of State may at any time, if he thinks there is good reason to do so, authorise an officer of his, on producing (if so required) evidence of his authority, to require any such body to produce to him (the officer) forthwith any books or papers which the officer may specify.

(4) Where by virtue of subsection (2) or (3) the Secretary of State or an officer of his has power to require the production of books or papers from any body, he or the officer has the like power to require production of those books or papers from any person who appears to him or the officer to be in possession of them; but where any such person claims a lien on books or papers produced by him, the production is without prejudice to the lien.

(5) The power under this section to require a body or other person to produce books or papers includes power—

(a) if the books or papers are produced—

(i) to take copies of them or extracts from them, and

(ii) to require that person, or any other person who is a present or past officer of, or is or was at any time employed by, the body in question, to provide an explanation of any of them;

(b) if the books or papers are not produced, to require the person who was required to produce them to state, to the best of his knowledge and belief, where they are.

(6) If the requirement to produce books or papers or provide an explanation or make a statement is not complied with, the body or other person on whom the requirement was so imposed is guilty of an offence and liable to a fine.

Sections 732 (restriction on prosecutions) and 733(2) and (4) (liability of individuals for corporate default) apply to this offence.

(7) However, where a person is charged with an offence under subsection (6) in respect of a requirement to produce any books or papers, it is a defence to prove that they were not in his possession or under his control and that it was not reasonably practicable for him to comply with the requirement.

(8) A statement made by a person in compliance with such a requirement may be used in evidence against him.