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Companies Act 2006

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Companies Act 2006, Section 454 is up to date with all changes known to be in force on or before 23 October 2017. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. Help about Changes to Legislation

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  • Act amendment to earlier affecting provision S.I. 2008/373 reg. 11(1) by S.I. 2013/1971 reg. 9(a) (This amendment not applied to legislation.gov.uk. Amending Regulations revoked (1.10.2013) without ever being in force by S.I. 2013/2224, reg. 2)
  • Act amendment to earlier affecting provision S.I. 2008/373 reg. 3(4) by S.I. 2013/1971 reg. 4 (This amendment not applied to legislation.gov.uk. Amending Regulations revoked (1.10.2013) without ever being in force by S.I. 2013/2224, reg. 2)

Whole provisions yet to be inserted into this Act (including any effects on those provisions):

454Voluntary revision of accounts etcE+W+S+N.I.
This section has no associated Explanatory Notes

(1)If it appears to the directors of a company that—

(a)the company's annual accounts,

(b)the directors' remuneration report or the directors' report, or

[F1(c)a strategic report of the company,]

did not comply with the requirements of this Act (or, where applicable, of Article 4 of the IAS Regulation), they may prepare revised accounts or a revised report or statement.

(2)Where copies of the previous accounts or report have been sent out to members, delivered to the registrar or (in the case of a public company) laid before the company in general meeting, the revisions must be confined to—

(a)the correction of those respects in which the previous accounts or report did not comply with the requirements of this Act (or, where applicable, of Article 4 of the IAS Regulation), and

(b)the making of any necessary consequential alterations.

(3)The Secretary of State may make provision by regulations as to the application of the provisions of this Act in relation to—

(a)revised annual accounts,

(b)a revised directors' remuneration report or directors' report, or

F2 [F3( c )a revised strategic report of the company.]

(4)The regulations may, in particular—

F4(a)make different provision according to whether the previous accounts [F5or report] are replaced or are supplemented by a document indicating the corrections to be made;

F6(b)make provision with respect to the functions of the company's auditor in relation to the revised accounts [F7or report] ;

(c)require the directors to take such steps as may be specified in the regulations where the previous accounts or report have been—

(i)sent out to members and others under section 423,

(ii)laid before the company in general meeting, or

(iii)delivered to the registrar,

or where a [F8strategic report and supplementary material] containing information derived from the previous accounts or report [F9have] been sent to members under section 426;

(d)apply the provisions of this Act (including those creating criminal offences) subject to such additions, exceptions and modifications as are specified in the regulations.

(5)Regulations under this section are subject to negative resolution procedure.

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Amendments (Textual)

F1S. 454(1)(c) substituted (with effect in accordance with reg. 1(4) of the amending S.I.) by The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), reg. 1(2)(3), Sch. para. 12(a)

F2S. 454(3)(c) substituted (6.8.2013 for specified purposes, with effect in accordance with reg. 1(4) of the amending S.I.) by The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), reg. 1(2)(3), Sch. para. 12(b)

F3S. 454(3)(c) substituted (6.8.2013 for specified purposes and otherwise with effect in accordance with reg. 1(4) of the amending S.I.) by The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), regs. 1(2)(3), Sch. para. 12(b)

F4Words in s. 454(4)(a) substituted (6.8.2013 for specified purposes, with effect in accordance with reg. 1(4) of the amending S.I.) by The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), reg. 1(2)(3), Sch. para. 12(c)(i)

F5Words in s. 454(4)(a) substituted (6.8.2013 for specified purposes and otherwise with effect in accordance with reg. 1(4) of the amending S.I.) by The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), regs. 1(2)(3), Sch. para. 12(c)(i)

F6Words in s. 454(4)(b) substituted (6.8.2013 for specified purposes, with effect in accordance with reg. 1(4) of the amending S.I.) by The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), reg. 1(2)(3), Sch. para. 12(c)(ii)

F7Words in s. 454(4)(b) substituted (6.8.2013 for specified purposes and otherwise with effect in accordance with reg. 1(4) of the amending S.I.) by The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), regs. 1(2)(3), Sch. para. 12(c)(ii)

F8Words in s. 454(4)(c) substituted (6.8.2013 for specified purposes and otherwise with effect in accordance with reg. 1(4) of the amending S.I.) by The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), regs. 1(2)(3), Sch. para. 12(c)(iii)

F9Word in s. 454(4)(c) substituted (6.8.2013 for specified purposes and otherwise with effect in accordance with reg. 1(4) of the amending S.I.) by The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), regs. 1(2)(3), Sch. para. 12(c)(iii)

Modifications etc. (not altering text)

C3Ss. 418-469 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 10 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C4Ss. 441-469 applied (with modifications) (1.10.2009) by S.I. 2009/2436, regs. 3-5, Sch 1 para. 10 (with reg. 7, Sch. 2) (and the said Sch. 1 para. 10 is amended (with application in accordance with reg. 1(3) of the amending S.I.) by The Unregistered Companies (Amendment) Regulations 2013 (S.I. 2013/1972), regs. 1(2), 2(2)(a))

C5S. 454(4)(b) applied (with modifications) (6.4.2008) by 1996 c. 52, Sch. 1 para. 16D (as substituted by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 3(1), Sch. 1 para. 202(3) (with arts. 6, 11, 12))

C6S. 454(4)(b) applied (with modifications) (1.4.2010) by Housing and Regeneration Act 2008 (c. 17), ss. 132(1)(2), 325; S.I. 2010/862, art. 2 (with Sch.)

Commencement Information

I1S. 454 wholly in force at 6.4.2008; s. 454 not in force at Royal Assent, see s. 1300; s. 454 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 454 in force at 6.4.2008 by S.I. 2007/3495, art. 3(1)(d) (with arts. 7, 12, Sch. 4 paras. 6-8)

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