Companies (Miscellaneous Provisions) Act 2013

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Amendment of sections 7, 17 and 18 of Companies (Amendment) Act 1986

3. (1) In this section “Act of 1986” means the Companies (Amendment) Act 1986 .

(2) Section 7 of the Act of 1986 is amended—

(a) in subsection (1)(a), by deleting all the words beginning with “and a copy of the report of the auditors on” down to and including the words “meeting of the company for that year, and” and substituting—

“being, in each case, the accounts laid or to be laid before the annual general meeting of the company for that year, together with a copy of the report of the auditors on, and the report of the directors accompanying, those accounts, and each reference in this paragraph to a copy shall be construed in accordance with subsection (1D) of this section, and”,

(b) by inserting the following subsection after subsection (1C)—

“(1D) Each reference in subsection (1) of this section to a copy of a document is a reference to a copy that satisfies the following conditions—

(a) it is a true copy of the original save for the difference that the signature or signatures on the original, and any date or dates thereon, shall appear in typeset form on the copy, and

(b) it is accompanied by a certificate of a director and the secretary of the company, that bears the signature of the director and the secretary in electronic or written form, stating that the copy is a true copy of the original (and one such certificate relating to all of the documents mentioned in subsection (1) of this section suffices and the foregoing statement need not be qualified on account of the difference permitted by paragraph (a) of this subsection as to the form of a signature or of a date).”,

and

(c) in subsection (2), after “and the fact that the copy has been so amended shall be stated therein”, by inserting “, and any amendments so made and that statement shall be in typeset form”.

(3) Section 17 of the Act of 1986 is amended—

(a) in subsection (1)(f), before “the group accounts”, by inserting “a copy (as that expression is to be construed in accordance with subsection (3) of this section) of”, and

(b) by adding the following subsection after subsection (2)—

“(3) In subsection (1)(f) of this section the reference to a copy of the group accounts is a reference to a copy that satisfies the following conditions—

(a) it is a true copy of the original save for the difference that the signature or signatures on the original, and any date or dates thereon, shall appear in typeset form on the copy, and

(b) it is accompanied by a certificate of a director and the secretary of the parent undertaking, that bears the signature of the director and the secretary in electronic or written form, stating that the copy is a true copy of the original (and the foregoing statement need not be qualified on account of the difference permitted by paragraph (a) of this subsection as to the form of a signature or of a date).”.

(4) Section 18 of the Act of 1986 is amended—

(a) by substituting the following for subsection (1)—

“(1) Abridged accounts (within the meaning of section 19 of this Act) that have been prepared shall be signed as required by section 156 of the Principal Act and there shall be annexed to the annual return required by the Principal Act to be made by the company to the registrar of companies a copy (as that expression is to be construed in accordance with subsection (5) of this section) of those abridged accounts, and the copy of the balance sheet so annexed shall—

(a) contain the statement required by subsection (2) of this section in a position immediately above the signatures (being the signatures in the form specified in subsection (5) of this section) appended pursuant to the said section 156, and

(b) be accompanied by a copy (as that expression is to be construed in accordance with subsection (5) of this section) of the report of the auditors of the company in relation to those abridged accounts under subsection (3) of this section.”,

(b) in subsection (2), by substituting for “An abridged balance sheet of a company prepared pursuant to any of the provisions of sections 10 to 12 of this Act and annexed to the said annual return” the following—

“Each of the following, namely an abridged balance sheet of a company prepared pursuant to any of the provisions of sections 10 to 12 of this Act and the copy (as that expression is to be construed in accordance with subsection (5) of this section) annexed to the said annual return”,

(c) in subsection (3), by deleting all the words beginning with “but shall be accompanied” down to and including the words “company’s individual accounts.” and substituting the following—

“but shall be accompanied by a copy (as that expression is to be construed in accordance with subsection (5) of this section) of a special report of the auditors containing—

(a) a copy (as that expression is to be so construed) of the report made by the auditors of the company under subsection (4) of this section on those abridged accounts, and

(b) a copy (as that expression is to be so construed) of the report of the auditors under section 193 of the Companies Act 1990 on the company’s individual accounts,

and the original of such special report shall state the name of the auditors and be signed and dated (and section 193 (4G)(b) of the Companies Act 1990 shall apply as regards such signing as it applies to the signing of an auditors’ report referred to in paragraph (b) of this subsection).”,

and

(d) by substituting the following for subsection (5)—

“(5) In this section a reference to a copy of any accounts, report or other document is a reference to a copy that satisfies the following conditions—

(a) it is a true copy of the original save for the difference that the signature or signatures on the original, and any date or dates thereon, shall appear in typeset form on the copy, and

(b) it is accompanied by a certificate of a director and the secretary of the company, that bears the signature of the director and the secretary in electronic or written form, stating that the copy is a true copy of the original (and one such certificate relating to all of the documents mentioned in this section suffices and the foregoing statement need not be qualified on account of the difference permitted by paragraph (a) of this subsection as to the form of a signature or of a date).”.