Companies Act 2006

Duty to circulate copies of accounts and reports

423 Duty to circulate copies of annual accounts and reports

(1) Every company must send a copy of its annual accounts and reports for each financial year 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.

(2) Copies need not be sent to a person for whom the company does not have a current address.

(3) A company has a “current address” for a person if—

(a) an address has been notified to the company by the person as one at which documents may be sent to him, and

(b) the company has no reason to believe that documents sent to him at that address will not reach him.

(4) 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.

(5) Where copies are sent out over a period of days, references in the Companies Acts to the day on which copies are sent out shall be read as references to the last day of that period.

(6) This section has effect subject to section 426 (option to provide summary financial statement).

424 Time allowed for sending out copies of accounts and reports

(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 423 not later than—

(a) the end of the period for filing accounts and reports, or

(b) if earlier, the date on which it actually delivers its accounts and reports to the registrar.

(3) A public company must comply with section 423 at least 21 days before the date of the relevant accounts meeting.

(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 relevant accounts meeting.

(5) Whether the time allowed is that for a private company or a public company is determined by reference to the company’s status immediately before the end of the accounting reference period by reference to which the financial year for the accounts in question was determined.

(6) In this section the “relevant accounts meeting” means the accounts meeting of the company at which the accounts and reports in question are to be laid.

425 Default in sending out copies of accounts and reports: offences

(1) If default is made in complying with section 423 or 424, an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

(2) A person guilty of an offence under this section is liable—

(a) on conviction on indictment, to a fine;

(b) on summary conviction, to a fine not exceeding the statutory maximum.