The Companies (Summary Financial Statement) Regulations 1995

Explanatory Note

(This note is not part of the Regulations)

These Regulations, which come into force on 1st September 1995, replace the Companies (Summary Financial Statement) Regulations 1992 (S.I. 1992/3075) (“the 1992 Regulations”

The Regulations re-enact the provisions of the 1992 Regulations with minor and drafting amendments and with the following changes of substance–

(a) regulation 4 sets out the manner in which a listed public company is to ascertain whether an entitled person (as defined in regulation 2) wishes to receive a summary financial statement (“SFS”in place of the full accounts and reports for the financial year. If such companies have not received an express written notification from the entitled person, they can conduct a relevant consultatioin under regulation 6 of these Regulations (a procedure similar to that previously set out in regulation 6(3) of the 1992 Regulations). Alternatively, regulation 5 introduces a new procedure of sending entitled persons an advance notice describing what an SFS will contain and enclosing a reply-paid card on which entitled persons can indicate whether they wish to receive full accounts and reports;

(b) regulation 6(2)(b) of the 1992 Regulations (under which a failure by an entitled person to respond to a relevant consultation under that regulation impliedly countermanded any previous notification of a wish to receive full accounts and reports) is not re-enacted in these Regulations;

(c) companies will only have to pay for the postage on cards sent to entitled persons under regulations 5(2) and 6(2)(d) of these Regulations if those persons have addresses in the European Economic Area (regulation 5(3) and 6(3));

(d) when an SFS is sent to an entitled person under the Regulations it will no longer be accompanied by a reply-paid card on which the entitled person can request the full accounts and reports. The SFS will, however, contain a clear statement of the right of entitled persons to obtain a free copy of a company’s full accounts and reports and of how that copy can be obtained, and of how they may elect to receive such accounts and reports rather than SFSs for future years (regulation 7(4) and (5));

(e) the revisions to the law on the content of the full statutory accounts of insurance companies and groups contained in the Companies Act 1985 (Insurance Companies Accounts) Regulations 1993(1) (S.I. 1993/3246) (and the transitional arrangements contained in those Regulations) are reflected in regulation 10 of, and Schedule 3 to, these Regulations;

(f) listed public companies other than insurance companies may continue to comply with the 1992 Regulations with respect to financial years commencing prior to 23rd December 1994 (regulation 11(2)). Special transitional arrangements for insurance companies are contained in Schedule 3; and

(g) the transitional provisions contained in paragraphs 3 and 7 of Schedule 2 to the 1992 Regulations are not re-enacted as they are spent.

(1)

S.I. 1993/3246.