Companies Act 2006 – Section 430

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Section 430: Quoted companies: requirements as to website publication

678. This section introduces a new requirement on quoted companies (as defined in section
385) to put the full annual accounts and reports on a website. A quoted company will still
have to send the full accounts and reports to its members under section 423.

679. The annual accounts and reports must be made available as soon as is reasonably
practicable on a website that is maintained by or on behalf of the company, and that identifies
the company in question. Access to the website must be available to all members of the
public and not just to members, and there must be continuous access to the website without
charge. Access to the information on the website and the ability to obtain a hard copy of the
information from the website, may be restricted by the company where necessary to comply
with any statutory or regulatory requirement (e.g. of an overseas regulator).

680. The annual accounts and reports for a financial year must remain available until the
accounts and reports for the next financial year are published on the website. Right of
member or debenture holder to demand copies of accounts and reports

Sections 431 and 432: Right of member or debenture holder to demand copies of
accounts and reports

681. These sections re-enact section 239 of the 1985 Act and entitle a member or debenture
holder to demand a copy of the company’s last annual accounts and reports without charge.
Section 431 lists the documents to which members or debenture holders of unquoted
companies are entitled, while section 432 lists those to which members or debenture holders
of quoted companies are entitled. The company must comply with a demand within seven
days of receipt of the request by the company.

Sections 433 to 436: Requirements in connection with publication of accounts and
reports

682. Section 433 brings together provisions scattered throughout Part 7 of the 1985 Act (in
sections 233(3) and (6)(a), 234A(2) and (4)(a) and 234C(2) and (4)(a)) concerning statements
of the name of the signatory in published accounts and reports. In the case of unquoted
companies, every copy of the balance sheet and directors’ report that is published by or on
behalf of the company must state the name of the director who signed it on behalf of the
board. For quoted companies this applies to copies of the balance sheet, directors’
remuneration report and directors’ report.

683. Sections 434 and 435 re-enact section 240 of the 1985 Act concerning requirements in
connection with the publication of statutory or non-statutory accounts.

684. “Publication” is defined in section 436.

CHAPTER 8: PUBLIC COMPANIES: LAYING OF ACCOUNTS AND REPORTS BEFORE GENERAL MEETING

Section 437: Public companies: laying of accounts and reports before general meeting

Section 438: Public companies: offence of failure to lay accounts and reports

685. These sections re-enact section 241 of the 1985 Act on the laying of accounts and
reports before the company in general meeting, but restrict its application to public
companies. Under the Act, private companies are under no statutory obligation to hold an
AGM or to lay accounts and reports in general meetings. There is therefore no statutory link
for them between the accounts and AGMs (although such a link might be provided for in the
company’s articles). Any AGM that a private company may hold pursuant to its articles will
not be a statutory meeting. Public companies will still be required to hold AGMs and they
must now hold them within 6 months of the end of the accounting reference period.

CHAPTER 9: QUOTED COMPANIES: MEMBERS’ APPROVAL OF DIRECTORS’REMUNERATION REPORT

Section 439: Quoted companies: members’ approval of directors’ remuneration report

Section 440: Quoted companies: offences in connection with procedure for approval

686. These sections restate the requirement under section 241A of the 1985 Act that a
quoted company circulate a resolution approving the directors’ remuneration report for the
preceding financial year to its shareholders prior to its annual general meeting. The vote is
advisory: as such, it does not require directors to amend contractual entitlements, nor to
amend their remuneration policy, but the result of the vote will send a very strong signal to
directors about the level of support among shareholders for the board’s remuneration policy.
In practice, directors will wish to take notice of the views of the company’s members, and to
respond appropriately. All “existing directors” (that is, every person who, immediately before
the general meeting, is a director of the company) have a responsibility to ensure that the
resolution is put to the vote of the meeting. As such, the requirement does not apply to past
directors (even if they served on the board or as members of the remuneration committee in
the current financial year), but it does apply to “existing directors” who were, for whatever
reason, not present at the general meeting.

CHAPTER 10: FILING OF ACCOUNTS AND REPORTS

Sections 441 to 443: Duty to file accounts and reports

687. These sections cover the general duty to file accounts and reports with the registrar of
companies and the period allowed for filing accounts.

688. Section 442 reduces the period for filing accounts from ten months to nine months for
private companies and from seven months to six months for public companies. These periods
are calculated from the end of the relevant accounting reference period. The timetable for
delivering accounts to the registrar was last amended in 1976. The periods have been reduced
to reflect improvements in technology and the increased rate at which information becomes
out of date. Filing timescales in other countries are generally less generous than in the UK.
Under subsection (6), whether a company is private or public for the purpose of its filing
obligations is determined by its status immediately before the end of the relevant accounting
reference period.

689. Section 443 is a new provision defining how to calculate the periods allowed for filing
accounts and reports. In general this is the same date the relevant number of months later. So,
for example, if the end of the accounting reference period is 5th June, 6 months from then is
5th December. However, as months are of unequal length, there can be confusion as to
whether 6 months from say 30th June is 30th December (exactly 6 months later) or 31st
December (the end of the sixth month). Under the rule laid down in this section, 6 months
from 30th June will be 31st December. This reverses the “corresponding date rule” laid down
by the House of Lords in Dodds v Walker [1981] 1 WLR 1027.

Sections 444 to 448: Filing obligations of different descriptions of company

690. These sections concern the filing obligations of different sizes of company. They
restructure the provisions in sections 242, 246, 246A and 254 of the 1985 Act to make clearer
what companies have to do.

691. Section 444 concerns the filing obligations of companies subject to the small
companies regime. Such companies may file abbreviated accounts and this section gives the
Secretary of State the power to make regulations concerning abbreviated accounts for such
companies. Under subsection (5), small companies filing a full balance sheet with the
registrar (whether prepared in accordance with international accounting standards or under
the Act), but omitting a copy of the profit and loss account and/or the directors’ report, must
include a statement on the balance sheet that they are delivered in accordance with the small
companies regime. Subsection (7) requires the filed copy of the audit report to state the name
of the auditor and, if there is one, of the senior statutory auditor, unless they are taking
advantage of the exemption in section 506, in which case they must state that they are doing
so.

692. Section 445 restates provisions in section 246A of the 1985 Act permitting mediumsized
companies (as defined in section 465) to file abbreviated accounts and gives the
Secretary of State the power to make regulations concerning abbreviated accounts for such
companies.

693. Section 446 concerns the filing obligations of unquoted companies.

694. Section 447 concerns the filing obligations of quoted companies. This is a restatement
of section 242 of the 1985 Act. Subsection (3) provides for the copies of the filed documents
including the balance sheet to state the name of the person who signed the documents.

695. Section 448 replaces section 254 of the 1985 Act. It exempts unlimited companies
from the obligation to file accounts. There are limitations on the exemption set out in
subsections (2) and (3).

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