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Commencement Orders bringing legislation that affects this Act into force:

Chapter IE+W+S+N.I. Provisions Applying to Companies Generally

Accounting recordsE+W+S+N.I.

221 Duty to keep accounting records.E+W+S

F1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

222 Where and for how long records to be kept.E+W+S+N.I.

F2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

A company’s financial year and accounting reference periodsE+W+S

223 A company’s financial year.E+W+S

F3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

224 Accounting reference periods and accounting reference date.E+W+S

F4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

225 Alteration of accounting reference date.E+W+S

F5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

Annual accountsE+W+S+N.I.

226 Duty to prepare individual accounts.E+W+S

F6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

226ACompanies Act individual accountsE+W+S+N.I.

F7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

226BIAS individual accountsE+W+S+N.I.

F8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

227 Duty to prepare group accounts.E+W+S+N.I.

F9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

227ACompanies Act group accountsE+W+S+N.I.

F10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

227BIAS group accountsE+W+S+N.I.

F11. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

227CConsistency of accountsE+W+S+N.I.

F12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

228 Exemption for parent companies included in accounts of larger group.E+W+S+N.I.

F13. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

228AExemption for parent companies included in non-EEA group accountsE+W+S+N.I.

F14. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

229 Subsidiary undertakings included in the consolidation.E+W+S

F15. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

230 Treatment of individual profit and loss account where group accounts prepared.E+W+S

F16. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

231 Disclosure required in notes to accounts:related undertakings.E+W+S

F17. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

231ADisclosure required in notes to annual accounts: particulars of staffE+W+S+N.I.

F18. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

232 Disclosure required in notes to accounts: emoluments and other benefits of directors and others.E+W+S

F19. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

Approval and signing of accountsE+W+S

233 Approval and signing of accountsE+W+S

F20. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

[F21Directors' report]E+W+S+N.I.

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Amendments (Textual)

F21Cross-heading and ss. 234, 234ZZA, 234ZZB substituted for s. 234 and preceding cross-heading (22.3.2005) by The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 2

234 Duty to prepare directors' report.E+W+S

F22. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

234ZZADirectors' report: general requirementsE+W+S+N.I.

F23. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

234ZZBDirectors' report: business reviewE+W+S+N.I.

F24. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

234ZAStatement as to disclosure of information to auditorsE+W+S+N.I.

F25. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

234A Approval and signing of directors’ report.E+W+S

F26. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

F27. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

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Amendments (Textual)

234AADuty to prepare operating and financial reviewE+W+S

F28. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

234ABApproval and signing of operating and financial reviewE+W+S

F29. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

Quoted companies: directors’ remuneration reportE+W+S+N.I.

234BDuty to prepare directors’ remuneration reportE+W+S+N.I.

F30. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

234CApproval and signing of directors’ remuneration reportE+W+S+N.I.

F31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

Auditors’ reportE+W+S

235 Auditors’ report.E+W+S

F32. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

236 Signature of auditors’ report.E+W+S

F33. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

237 Duties of auditors.E+W+S

F34. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

Publication of accounts and reportsE+W+S

238 Persons entitled to receive copies of accounts and reports.E+W+S

F35. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

[F36238ATime allowed for sending out copies of accounts and reportsE+W+S

F37. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

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Amendments (Textual)

239 Rights to demand copies of accounts and reports.E+W+S

F38. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

240 Requirements in connection with publication of accounts.E+W+S

F39. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

[F1240 Requirements in connection with publication of accounts.E+W+S

(1)If a company publishes any of its statutory accounts, they must be accompanied by the relevant auditors’ report under section 235 F1. . . .

(2)A company which is required to prepare group accounts for a financial year shall not publish its statutory individual accounts for that year without also publishing with them its statutory group accounts.

(3)If a company publishes non-statutory accounts, it shall publish with them a statement indicating—

(a)that they are not the company’s statutory accounts,

(b)whether statutory accounts dealing with any financial year with which the non-statutory accounts purport to deal have been delivered to the registrar,

(c)whether the company’s auditors have made a report under section 235 on the statutory accounts for any such financial year F1. . . [F1and , ]

[F1(d)whether any such auditors' report–

(i)was qualified or unqualified, or included a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report, or

(ii)contained a statement under section 237(2) or (3) (accounting records or returns inadequate, accounts not agreeing with records and returns or failure to obtain necessary information and explanations); F1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(e). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

and it shall not publish with the non-statutory accounts any auditors’ report under section 235 [F1or any report made for the purposes of section 249A(2)].

(4)For the purposes of this section a company shall be regarded as publishing a document if it publishes, issues or circulates it or otherwise makes it available for public inspection in a manner calculated to invite members of the public generally, or any class of members of the public, to read it.

(5)References in this section to a company’s statutory accounts are to its individual or group accounts for a financial year as required to be delivered to the registrar under section 242; and references to the publication by a company of ''non-statutory accounts’’ are to the publication of—

(a)any balance sheet or profit and loss account relating to, or purporting to deal with, a financial year of the company, or

(b)an account in any form purporting to be a balance sheet or profit and loss account for the group consisting of the company and its subsidiary undertakings relating to, or purporting to deal with, a financial year of the company,

otherwise than as part of the company’s statutory accounts.

(6)A company which contravenes any provision of this section, and any officer of it who is in default, is guilty of an offence and liable to a fine.]

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Amendments (Textual)

F1New ss. 238–240 inserted (subject to the saving and transitional provisions in S.I. 1990/355, arts. 6–9, Sch. 2, by Companies Act 1989 (c. 40, SIF 27), ss. 1, 10, 213(2) as part of the text inserted in place of ss. 221–262 (as mentioned in s. 1(a) of the 1989 Act)

F1Word in s. 240(3) inserted (1.4.2008) by Companies Act 2006 (c. 46), ss. 1175, 1300, Sch. 9 para. 1(c); S.I. 2008/674, art. 3 (with savings in art. 6)

F1S. 240(3)(d)(e) substituted for s. 240(3)(d) (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 8(b)

F1S. 240(3)(e) and preceding word repealed (1.4.2008) by Companies Act 2006 (c. 46), ss. 1175, 1295, 1300, Sch. 9 para. 1(d), Sch. 16; S.I. 2008/674, art. 3, Sch. 1 (with savings in art. 6)

Modifications etc. (not altering text)

Laying and delivering of accounts and reportsE+W+S+N.I.

241 Accounts and reports to be laid before company in general meeting.E+W+S

F40. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

F40S. 241 repealed (1.10.2007 with application to private companies otherwise 6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/2194, art. 8, Sch. 2 Pt. 1 (with art. 12); S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2))

241AMembers’ approval of directors’ remuneration reportE+W+S+N.I.

F41. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

242 Accounts and reports to be delivered to the registrar.E+W+S

F42. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

242A Civil penalty for failure to deliver accounts.E+W+S

F43. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

F43S. 242A repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 1 (with arts. 7, 12, Sch. 4 paras. 9(2), 12(2)); table in s. 242A(2) expressed to be substituted and s. 242A(2A) expressed to be inserted (6.4.2008 with application in accordance with reg. 1 of the amending S.I.) by The Companies (Late Filing Penalties) and Limited Liability Partnerships (Filing Periods and Late Filing Penalties) Regulations 2008 (S.I. 2008/497), reg. 5 and {reg. 3} respectively

242B Delivery and publication of accounts in ECUsE+W+S

F44. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

243 Accounts of subsidiary undertakings to be appended in certain cases.E+W+S+N.I.

F45. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

244 Period allowed for laying and delivering accounts and reports.E+W+S

F46. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

Revision of defective accounts and reportsE+W+S

245 Voluntary revision of annual accounts or directors’ report.E+W+S

F47. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

245A Secretary of State’s notice in respect of annual accounts.E+W+S

F48. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

245B Application to court in respect of defective accounts.E+W+S

F49. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

245C Other persons authorised to apply to court.E+W+S

F50. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

245DDisclosure of information held by Inland Revenue to persons authorised to apply to courtE+W+S

F51. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

245ERestrictions on use and further disclosure of information disclosed under section 245DE+W+S

F52. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

245FPower of authorised persons to require documents, information and explanationsE+W+S

F53. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

245GRestrictions on further disclosure of information obtained under section 245FE+W+S

F54. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Amendments (Textual)

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