(1)Every company must send a copy of its annual accounts and reports for each financial year to—
(a)every member of the company,
(b)every holder of the company's debentures, and
(c)every person who is entitled to receive notice of general meetings.
(2)Copies need not be sent to a person for whom the company does not have a current address.
(3) A company has a “current address” for a person if—
(a)an address has been notified to the company by the person as one at which documents may be sent to him, and
(b)the company has no reason to believe that documents sent to him at that address will not reach him.
(4)In the case of a company not having a share capital, copies need not be sent to anyone who is not entitled to receive notices of general meetings of the company.
(5)Where copies are sent out over a period of days, references in the Companies Acts to the day on which copies are sent out shall be read as references to the last day of that period.
(6)This section has effect subject to section 426 (option to provide strategic report with supplementary material ).
Cases considering section 423 (6)
[2019] EWHC 90 (Ch) · 28 January 2019
Applies the obligation to send accounts to members. The failure to do so contributed to the finding of cumulative unfair prejudice (see para [140]).
[2017] EWHC 211 (Ch) · 10 February 2017Interprets
Interprets section 423 as pursuing the overriding objective of restoring assets or value so as to protect victims, subject to a broad remedial discretion.
Applies the provision treating a gift or transaction for no consideration as a transaction at an undervalue for the purposes of the remedy.
Applies the provision concerning consideration significantly less than the value provided, as part of the legal basis of the May Dividend claim.
Interprets the remedial power as requiring restoration, so far as practicable, together with protection of victims’ interests; perfect restoration is not required.
Applies the restoration limb by ordering payment reflecting past and future remediation liabilities rather than merely reconstituting the inter-company debt.
Applies the protective limb by directing recoveries into BTI’s funding arrangements for remediation and by including potential Kalamazoo liabilities.
Forms part of the statutory purpose requirement already determined in the Main Judgment; the consequential judgment gives effect to the resulting remedy.
Forms part of the statutory purpose requirement already determined in the Main Judgment; the consequential judgment gives effect to the resulting remedy.
Interprets victim status as extending to persons suffering actual or potential prejudice, including potential additional liabilities not specifically contemplated by the transferor.
[2008] EWCA Civ 908 · 30 July 2008
The provision was cited as an example of the companies legislation using “reason to believe” in relation to future events. (see para [29])
What each judgment says about section 423 is in the case-law panel in the full Act.
673.This section replaces section 238 of the 1985 Act. Subsection ( 1) provides that a company must send a copy of its annual accounts and reports (as defined in section 471 and including any relevant auditor’s report) to specified persons. Subsection ( 2) restricts the general obligation of companies to send copies of accounts and reports. The obligation will in future be to send the accounts and reports only to persons for whom the company has a current address. This is to avoid companies having to send copies of the annual accounts and reports to addresses from which correspondence has previously been returned marked not known at this address (or its electronic equivalent). General provisions about how to supply copies to joint holders are in Part 6 of Schedule 5 (Communications by a company).