Companies Act 1985

Changes over time for: Section 245B

Version Superseded: 06/04/2008

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Point in time view as at 12/01/2006. This version of this provision has been superseded.

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

(1)An application may be made to the court—

(a)by the Secretary of State, after having complied with section 245A, or

(b)by a person authorised by the Secretary of State for the purposes of this section,

for a declaration or declarator that the annual accounts of a company do not comply [F1, or a directors' report F2. . . does not comply,] with the requirements of this Act [F3(or, where applicable, of Article 4 of the IAS Regulation)] and for an order requiring the directors of the company to prepare revised accounts [F4or a revised report F5. . . ] .

(2)Notice of the application, together with a general statement of the matters at issue in the proceedings, shall be given by the applicant to the registrar for registration.

(3)If the court orders the preparation of revised accounts, it may give directions with respect to—

(a)the auditing of the accounts,

(b)the revision of any directors’ report [F6, directors’ remuneration report] or summary financial statement, and

(c)the taking of steps by the directors to bring the making of the order to the notice of persons likely to rely on the previous accounts,

and such other matters as the court thinks fit.

[F7(3A)If the court orders the preparation of a revised directors' report F8. . . it may give directions with respect to—

(a)the review of the directors' report F9. . . by the auditors,

(b)the revision of any directors' report, directors' remuneration report F10. . . or summary financial statement,

(c)the taking of steps by the directors to bring the making of the order to the notice of persons likely to rely on the previous report F11. . . , and

(d)such other matters as the court thinks fit.]

(4)If the court finds that the accounts [F12or report] did not comply with the requirements of this Act [F3(or, where applicable, of Article 4 of the IAS Regulation)] it may order that all or part of—

(a)the costs (or in Scotland expenses) of and incidental to the application, and

(b)any reasonable expenses incurred by the company in connection with or in consequence of the preparation of revised accounts [F13or a revised report F14. . . ] ,

shall be borne by such of the directors as were party to the approval of the [F15defective accounts or report] .

For this purpose every director of the company at the time [F16approval of the accounts or report] shall be taken to have been a party to [F17 the approval] unless he shows that he took all reasonable steps to prevent [F18that approval] .

(5)Where the court makes an order under subsection (4) it shall have regard to whether the directors party to the approval of the defective accounts [F19or report] knew or ought to have known that the accounts [F19or report] did not comply with the requirements of this Act [F3(or, where applicable, of Article 4 of the IAS Regulation)], and it may exclude one or more directors from the order or order the payment of different amounts by different directors.

(6)On the conclusion of proceedings on an application under this section, the applicant shall give to the registrar for registration an office copy of the court order or, as the case may be, notice that the application has failed or been withdrawn.

[F20(7)The provisions of this section apply equally to revised annual accounts [F21and revised directors' reports] , in which case they have effect as if the references to revised accounts [F22or reports] were references to further revised accounts [F22or reports] .]