| (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 |
| [(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 |
| [(c) | a revised strategic report of the company]. |
| (4) | The regulations may, in particular— |
| (a) | make different provision according to whether the previous accounts [or report] are replaced or are supplemented by a document indicating the corrections to be made; |
| (b) | make provision with respect to the functions of the company's auditor in relation to the revised accounts [or 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 [strategic report and supplementary material] containing information derived from the previous accounts or report [have] 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. |
| NOTES |
| Derivation |
| This section derived from the Companies Act 1985, s 245. |
| Initial Commencement |
| To be appointed |
| To be appointed: see s 1300(2). |
| Appointment |
| Appointment (for the purpose of enabling the exercise of powers to make regulations): 20 January 2007: see SI 2006/3428, art 3(3). |
| Appointment (for remaining purposes): 6 April 2008: see SI 2007/3495, art 3(1)(d); for transitional provisions and savings see art 9, Sch 4, Pt 1, para 6 thereto. |
| Amendment |
| Sub–s (1): para (c) substituted by SI 2013/1970, reg 14, Schedule, paras 1, 12(a). |
| Date in force: 1 October 2013 (with effect in respect of financial years ending on or after 30th September 2013): see SI 2013/1970, reg 1(2), (4). |
| Sub–s (3): para (c) substituted by SI 2013/1970, reg 14, Schedule, paras 1, 12(b). |
| Date in force (for the purpose of exercising powers to make regulations): 6 August 2013: see SI 2013/1970, reg 1(3)(b); for effect see reg 1(4) thereof. |
| Date in force (for remaining purposes): 1 October 2013 (with effect in respect of financial years ending on or after 30th September 2013): see SI 2013/1970, reg 1(2), (4). |
| Sub–s (4): in para (a) words “or report” in square brackets substituted by SI 2013/1970, reg 14, Schedule, paras 1, 12(c)(i). |
| Date in force (for the purpose of exercising powers to make regulations): 6 August 2013: see SI 2013/1970, reg 1(3)(b); for effect see reg 1(4) thereof. |
| Date in force (for remaining purposes): 1 October 2013 (with effect in respect of financial years ending on or after 30th September 2013): see SI 2013/1970, reg 1(2), (4). |
| Sub–s (4): in para (b) words “or report” in square brackets substituted by SI 2013/1970, reg 14, Schedule, paras 1, 12(c)(ii). |
| Date in force (for the purpose of exercising powers to make regulations): 6 August 2013: see SI 2013/1970, reg 1(3)(b); for effect see reg 1(4) thereof. |
| Date in force (for remaining purposes): 1 October 2013 (with effect in respect of financial years ending on or after 30th September 2013): see SI 2013/1970, reg 1(2), (4). |
| Sub–s (4): in para (c) words “strategic report and supplementary material” in square brackets substituted by SI 2013/1970, reg 14, Schedule, paras 1, 12(c)(iii). |
| Date in force (for the purpose of exercising powers to make regulations): 6 August 2013: see SI 2013/1970, reg 1(3)(b); for effect see reg 1(4) thereof. |
| Date in force (for remaining purposes): 1 October 2013 (with effect in respect of financial years ending on or after 30th September 2013): see SI 2013/1970, reg 1(2), (4). |
| Sub–s (4): in para (c) word “have” in square brackets substituted by SI 2013/1970, reg 14, Schedule, paras 1, 12(c)(iii). |
| Date in force (for the purpose of exercising powers to make regulations): 6 August 2013: see SI 2013/1970, reg 1(3)(b); for effect see reg 1(4) thereof. |
| Date in force (for remaining purposes): 1 October 2013 (with effect in respect of financial years ending on or after 30th September 2013): see SI 2013/1970, reg 1(2), (4). |
| See Further |
| See further, in relation to the application of this section, with modifications, to limited liability partnership accounts for financial years beginning on or after 1 October 2008: the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911, regs 2(1), 23. |
| References in this section to a public company are to be read as including an old public company: see SI 2009/1941, art 12, Sch 3, paras 1, 2(1)(a), (3) (as amended by SI 2011/1265, art 4(1), (3)(a)). |
| See further, in relation to the application of this section, with modifications, to unregistered companies: the Unregistered Companies Regulations 2009, SI 2009/2436, regs 3–5, 7, 9, Sch 1, para 10(1), (17), Sch 2, para 21(1). |
| References in this section to a public company are to be read as including an old public company: see SI 2011/1265, art 5, Sch 1, paras 1, 2(1)(a), (3). |
| See further: the European Grouping of Territorial Cooperation Regulations 2015, SI 2015/1493, reg 7(1)(e), (2)–(4). |
| Subordinate Legislation |
| Companies (Revision of Defective Accounts and Reports) Regulations 2008, SI 2008/373 (made under sub–ss (3), (4)). |
| Companies (Revision of Defective Accounts and Reports) (Amendment) (No 2) Regulations 2013, SI 2013/2224 (made under sub–ss (3), (4)). |
| Statutory Auditors Regulations 2017, SI 2017/1164 (made under sub–ss (3), (4)). |
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