245FPower of authorised persons to require documents, information and explanationsE+W+S
(1)This section applies where it appears to a person who is authorised under section 245C of this Act that there is, or may be, a question whether the [F1 a company's annual accounts, directors' report or operating and financial review] comply with the requirements of this Act [F2(or, where applicable, of Article 4 of the IAS Regulation)] .
(2)The authorised person may require any of the persons mentioned in subsection (3) to produce any document, or to provide him with any information or explanations, that he may reasonably require for the purpose of—
(a)discovering whether there are grounds for an application to the court under section 245B; or
(b)determining whether or not to make such an application.
(3)Those persons are—
(a)the company;
(b)any officer, employee, or auditor of the company;
(c)any persons who fell within paragraph (b) at a time to which the document or information required by the authorised person relates.
(4)If a person fails to comply with a requirement under subsection (2), the authorised person may apply to the court for an order under subsection (5).
(5)If on such an application the court decides that the person has failed to comply with the requirement under subsection (2), it may order the person to take such steps as it directs for securing that the documents are produced or the information or explanations are provided.
(6)A statement made by a person in response to a requirement under subsection (2) or an order under subsection (5) may not be used in evidence against him in any criminal proceedings.
(7)Nothing in this section compels any person to disclose documents or information in respect of which in an action in the High Court a claim to legal professional privilege, or in an action in the Court of Session a claim to confidentiality of communications, could be maintained.
(8)In this section “document” includes information recorded in any form.
Textual Amendments
F1Words in s. 245F(1) substituted (22.3.2005) by The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 18
F2Words in s. 245F(1) inserted (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. 6
Modifications etc. (not altering text)
C1S. 245F applied (with modifications) (6.4.2005) by Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), ss. 15, 65; S.I. 2004/3322, art. 2(2), Sch. 2 (subject to arts. 3-13)