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Companies Act 2006, Section 463 is up to date with all changes known to be in force on or before 30 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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(1)The reports to which this section applies are—
[F1(za)the strategic report,]
(a)the directors' report,
(b)the directors' remuneration report, and
F2(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2)A director of a company is liable to compensate the company for any loss suffered by it as a result of—
(a)any untrue or misleading statement in a report to which this section applies, or
(b)the omission from a report to which this section applies of anything required to be included in it.
(3)He is so liable only if—
(a)he knew the statement to be untrue or misleading or was reckless as to whether it was untrue or misleading, or
(b)he knew the omission to be dishonest concealment of a material fact.
(4)No person shall be subject to any liability to a person other than the company resulting from reliance, by that person or another, on information in a report to which this section applies.
(5)The reference in subsection (4) to a person being subject to a liability includes a reference to another person being entitled as against him to be granted any civil remedy or to rescind or repudiate an agreement.
(6)This section does not affect—
(a)liability for a civil penalty, or
(b)liability for a criminal offence.
Textual Amendments
F1S. 463(1)(za) inserted (with effect in accordance with reg. 1(4) of the amending S.I.) by The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), reg. 1(2)(3), Sch. para. 17(a)
F2S. 463(1)(c) omitted (with effect in accordance with reg. 1(4) of the amending S.I.) by virtue of The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), reg. 1(2)(3), Sch. para. 17(b)
Modifications etc. (not altering text)
C1Ss. 418-469 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 10 (with transitional provisions and savings in regs. 7, 9, Sch. 2)
C2Ss. 441-469 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 10 (with reg. 7, Sch. 2) (as amended (with application in accordance with reg. 1(3) of the amending S.I.) by The Unregistered Companies (Amendment) Regulations 2013 (S.I. 2013/1972), regs. 1(2), 2(2)(a))
Commencement Information
I1S. 463 wholly in force at 20.1.2007, see s. 1300 and S.I. 2006/3428, art. 3(1)(c) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 para. 3)
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