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Companies Act 2006

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This is the original version (as it was originally enacted).

Sending or supplying documents or information

1143The company communications provisions

(1)The provisions of sections 1144 to 1148 and Schedules 4 and 5 (“the company communications provisions”) have effect for the purposes of any provision of the Companies Acts that authorises or requires documents or information to be sent or supplied by or to a company.

(2)The company communications provisions have effect subject to any requirements imposed, or contrary provision made, by or under any enactment.

(3)In particular, in their application in relation to documents or information to be sent or supplied to the registrar, they have effect subject to the provisions of Part 35.

(4)For the purposes of subsection (2), provision is not to be regarded as contrary to the company communications provisions by reason only of the fact that it expressly authorises a document or information to be sent or supplied in hard copy form, in electronic form or by means of a website.

1144Sending or supplying documents or information

(1)Documents or information to be sent or supplied to a company must be sent or supplied in accordance with the provisions of Schedule 4.

(2)Documents or information to be sent or supplied by a company must be sent or supplied in accordance with the provisions of Schedule 5.

(3)The provisions referred to in subsection (2) apply (and those referred to in subsection (1) do not apply) in relation to documents or information that are to be sent or supplied by one company to another.

1145Right to hard copy version

(1)Where a member of a company or a holder of a company’s debentures has received a document or information from the company otherwise than in hard copy form, he is entitled to require the company to send him a version of the document or information in hard copy form.

(2)The company must send the document or information in hard copy form within 21 days of receipt of the request from the member or debenture holder.

(3)The company may not make a charge for providing the document or information in that form.

(4)If a company fails to comply with this section, an offence is committed by the company and every officer of it who is in default.

(5)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

1146Requirement of authentication

(1)This section applies in relation to the authentication of a document or information sent or supplied by a person to a company.

(2)A document or information sent or supplied in hard copy form is sufficiently authenticated if it is signed by the person sending or supplying it.

(3)A document or information sent or supplied in electronic form is sufficiently authenticated—

(a)if the identity of the sender is confirmed in a manner specified by the company, or

(b)where no such manner has been specified by the company, if the communication contains or is accompanied by a statement of the identity of the sender and the company has no reason to doubt the truth of that statement.

(4)Where a document or information is sent or supplied by one person on behalf of another, nothing in this section affects any provision of the company’s articles under which the company may require reasonable evidence of the authority of the former to act on behalf of the latter.

1147Deemed delivery of documents and information

(1)This section applies in relation to documents and information sent or supplied by a company.

(2)Where—

(a)the document or information is sent by post (whether in hard copy or electronic form) to an address in the United Kingdom, and

(b)the company is able to show that it was properly addressed, prepaid and posted,

it is deemed to have been received by the intended recipient 48 hours after it was posted.

(3)Where—

(a)the document or information is sent or supplied by electronic means, and

(b)the company is able to show that it was properly addressed,

it is deemed to have been received by the intended recipient 48 hours after it was sent.

(4)Where the document or information is sent or supplied by means of a website, it is deemed to have been received by the intended recipient—

(a)when the material was first made available on the website, or

(b)if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.

(5)In calculating a period of hours for the purposes of this section, no account shall be taken of any part of a day that is not a working day.

(6)This section has effect subject to—

(a)in its application to documents or information sent or supplied by a company to its members, any contrary provision of the company’s articles;

(b)in its application to documents or information sent or supplied by a company to its debentures holders, any contrary provision in the instrument constituting the debentures;

(c)in its application to documents or information sent or supplied by a company to a person otherwise than in his capacity as a member or debenture holder, any contrary provision in an agreement between the company and that person.

1148Interpretation of company communications provisions

(1)In the company communications provisions—

  • “address” includes a number or address used for the purposes of sending or receiving documents or information by electronic means;

  • “company” includes any body corporate;

  • “document” includes summons, notice, order or other legal process and registers.

(2)References in the company communications provisions to provisions of the Companies Acts authorising or requiring a document or information to be sent or supplied include all such provisions, whatever expression is used, and references to documents or information being sent or supplied shall be construed accordingly.

(3)References in the company communications provisions to documents or information being sent or supplied by or to a company include references to documents or information being sent or supplied by or to the directors of a company acting on behalf of the company.

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