Companies Act 2006

Application to court

456Application to court in respect of defective accounts or reports

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

(a)by the Secretary of State, after having complied with section 455, or

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

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

(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 as to—

(a)the auditing of the accounts,

(b)the revision of any directors' remuneration report, directors' 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.

(4)If the court orders the preparation of a revised directors' report it may give directions as to—

(a)the review of the report by the auditors,

(b)the revision of any 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, and

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

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

(a)the costs (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 or a revised report,

are to be borne by such of the directors as were party to the approval of the defective accounts or report.

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

(6)Where the court makes an order under subsection (5) it shall have regard to whether the directors party to the approval of the defective accounts or report knew or ought to have known that the accounts or report did not comply with the requirements of this Act (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.

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a copy of the court order or, as the case may be, give notice to the registrar that the application has failed or been withdrawn.

(8)The provisions of this section apply equally to revised annual accounts and revised directors' reports, in which case they have effect as if the references to revised accounts or reports were references to further revised accounts or reports.

457Other persons authorised to apply to the court

(1)The Secretary of State may by order (an “authorisation order”) authorise for the purposes of section 456 any person appearing to him—

(a)to have an interest in, and to have satisfactory procedures directed to securing, compliance by companies with the requirements of this Act (or, where applicable, of Article 4 of the IAS Regulation) relating to accounts and directors' reports,

(b)to have satisfactory procedures for receiving and investigating complaints about companies' annual accounts and directors' reports, and

(c)otherwise to be a fit and proper person to be authorised.

(2)A person may be authorised generally or in respect of particular classes of case, and different persons may be authorised in respect of different classes of case.

(3)The Secretary of State may refuse to authorise a person if he considers that his authorisation is unnecessary having regard to the fact that there are one or more other persons who have been or are likely to be authorised.

(4)If the authorised person is an unincorporated association, proceedings brought in, or in connection with, the exercise of any function by the association as an authorised person may be brought by or against the association in the name of a body corporate whose constitution provides for the establishment of the association.

(5)An authorisation order may contain such requirements or other provisions relating to the exercise of functions by the authorised person as appear to the Secretary of State to be appropriate.

No such order is to be made unless it appears to the Secretary of State that the person would, if authorised, exercise his functions as an authorised person in accordance with the provisions proposed.

(6)Where authorisation is revoked, the revoking order may make such provision as the Secretary of State thinks fit with respect to pending proceedings.

(7)An order under this section is subject to negative resolution procedure.

458Disclosure of information by tax authorities

(1)The Commissioners for Her Majesty’s Revenue and Customs may disclose information to a person authorised under section 457 for the purpose of facilitating—

(a)the taking of steps by that person to discover whether there are grounds for an application to the court under section 456 (application in respect of defective accounts etc), or

(b)a decision by the authorised person whether to make such an application.

(2)This section applies despite any statutory or other restriction on the disclosure of information.

Provided that, in the case of personal data within the meaning of the Data Protection Act 1998 (c. 29), information is not to be disclosed in contravention of that Act.

(3)Information disclosed to an authorised person under this section—

(a)may not be used except in or in connection with—

(i)taking steps to discover whether there are grounds for an application to the court under section 456, or

(ii)deciding whether or not to make such an application,

or in, or in connection with, proceedings on such an application; and

(b)must not be further disclosed except—

(i)to the person to whom the information relates, or

(ii)in, or in connection with, proceedings on any such application to the court.

(4)A person who contravenes subsection (3) commits an offence unless—

(a)he did not know, and had no reason to suspect, that the information had been disclosed under this section, or

(b)he took all reasonable steps and exercised all due diligence to avoid the commission of the offence.

(5)A person guilty of an offence under subsection (4) is liable—

(a)on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b)on summary conviction—

(i)in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii)in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).