Companies Act 1985

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

(1) [F1 A copy of each of the documents mentioned in subsection (1A)] shall be sent 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,

not less than 21 days before the date of the meeting at which copies of those documents are to be laid in accordance with section 241.

[F2 (1A) Those documents are—

(a) the company’s annual accounts for the financial year,

(b) the directors’ report for that financial year,

(ba) F3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c) (in the case of a quoted company) the directors’ remuneration report for that financial year, and

[F4 (d) the auditors' report on those accounts and that directors' report and (in the case of a quoted company) on F5 . . . the auditable part of that directors' remuneration report.]]

(2) Copies need not be sent—

(a) to a person who is not entitled to receive notices of general meetings and of whose address the company is unaware, or

(b) to more than one of the joint holders of shares or debentures none of whom is entitled to receive such notices, or

(c) in the case of joint holders of shares or debentures some of whom are, and some not, entitled to receive such notices, to those who are not so entitled.

(3) 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.

(4) If copies are sent less than 21 days before the date of the meeting, they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by all the members entitled to attend and vote at the meeting.

(4A) F6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4B) F6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4C) F6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4D) F6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4E) F6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5) If default is made in complying with this section, the company and every officer of it who is in default is guilty of an offence and liable to a fine.

(6) Where copies are sent out under this section over a period of days, references elsewhere in this Act to the day on which copies are sent out shall be construed as references to the last day of that period.

Textual Amendments

F1 Words in s. 238(1) substituted (1.8.2002) by The Directors' Remuneration Report Regulations 2002 (S.I. 2002/1986), reg. 10(3)

F2 S. 238(1A) inserted (1.8.2002) by The Directors' Remuneration Report Regulations 2002 (S.I. 2002/1986), reg. 10(4)

F3 S. 238(1A)(ba) omitted (12.1.2006) by virtue of The Companies Act 1985 (Operating and Financial Review) (Repeal) Regulations 2005 (S.I. 2005/3442), reg. 2(2)(a) {Sch. 1 para. 5(a)}

F4 S. 238(1A)(d) substituted (22.3.2005) by The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 19, Sch. para. 2(b)

F5 Words in s. 238(1A)(d) omitted (12.1.2006) by virtue of The Companies Act 1985 (Operating and Financial Review) (Repeal) Regulations 2005 (S.I. 2005/3442), reg. 2(2)(a), Sch. 1 para. 5(b)

F6 S. 238(4A)-(4E) repealed (20.1.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 1 (with arts. 6, 8, Sch. 5 (as amended by S.I. 2007/3495, art. 11, Sch. 5))

Modifications etc. (not altering text)

C1 S. 238 amended by by S.I. 1990/2570, regs. 8(2)(b), 9(2)(b)

C2 S. 238 applied (1.7.2005) by The Community Interest Company Regulations 2005 (S.I. 2005/1788), reg. 29

C3 S. 238(2)(3) applied by S.I. 1990/2570, reg. 10(3)

C4 S. 238(5) applied with modifications by S.I. 1990/2570, reg. 10(4)