463Liability for false or misleading statements in reports [F1and statements]U.K.
(1)The reports [F2and statements] to which this section applies are—
[F3(za)the strategic report,]
(a)the directors' report,
(b)the directors' remuneration report, and
F4(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[F5(d)any separate corporate governance statement.]
(2)A director of a company is liable to compensate the company for any loss suffered by it as a result of—
(a)any untrue or misleading statement in a report [F6or statement] to which this section applies, or
(b)the omission from a report [F6or statement] to which this section applies of anything required to be included in it.
(3)He is so liable only if—
(a)he knew the statement to be untrue or misleading or was reckless as to whether it was untrue or misleading, or
(b)he knew the omission to be dishonest concealment of a material fact.
(4)No person shall be subject to any liability to a person other than the company resulting from reliance, by that person or another, on information in a report [F7or statement] to which this section applies.
(5)The reference in subsection (4) to a person being subject to a liability includes a reference to another person being entitled as against him to be granted any civil remedy or to rescind or repudiate an agreement.
(6)This section does not affect—
(a)liability for a civil penalty, or
(b)liability for a criminal offence.
Textual Amendments
F1Words in s. 463 heading inserted (with effect in accordance with reg. 2(3) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 1 para. 13(c) (with reg. 2(6)(7))
F2Words in s. 463(1) inserted (with effect in accordance with reg. 2(3) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 1 para. 13(a)(i) (with reg. 2(6)(7))
F3S. 463(1)(za) inserted (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. 17(a)
F4S. 463(1)(c) omitted (with effect in accordance with reg. 1(4) of the amending S.I.) by virtue of The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 (S.I. 2013/1970), reg. 1(2)(3), Sch. para. 17(b)
F5S. 463(1)(d) inserted (with effect in accordance with reg. 2(3) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 1 para. 13(a)(ii) (with reg. 2(6)(7))
F6Words in s. 463(2) inserted (with effect in accordance with reg. 2(3) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 1 para. 13(b) (with reg. 2(6)(7))
F7Words in s. 463(4) inserted (with effect in accordance with reg. 2(3) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 1 para. 13(b) (with reg. 2(6)(7))
Modifications etc. (not altering text)
C1Ss. 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)
C2Ss. 441-469 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 10 (with reg. 7, Sch. 2) (as 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))
C3S. 463 applied (with modifications) by S.I. 2008/1911, reg. 24A (as inserted (with effect in accordance with reg. 2(5)(a) of the amending S.I.) by The Statutory Auditors Regulations 2017 (S.I. 2017/1164), reg. 1(2)(3), Sch. 3 para. 9 (with reg. 2(6)(7)); as amended (1.4.2019) by The Companies (Directors Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 (S.I. 2018/1155), regs. 2, 24)
Commencement Information
I1S. 463 wholly in force at 20.1.2007, see s. 1300 and S.I. 2006/3428, art. 3(1)(c) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5 para. 3)