Companies Act 2006 - Report to Members

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Section 804: Duty of company to comply with requirement

1123. This section re-enacts section 214(4) and (5) of the 1985 Act. It specifies the criminal penalties arising if the company fails to act as required. In contrast to section 214, every officer in default is liable to a fine, but the company itself is not.

Section 805: Report to members on outcome of investigation

1124. This section re-enacts section 215 of the 1985 Act. It specifies that on the conclusion of an investigation required by members it is the duty of the company to prepare a report of the information received. The report must be available within a reasonable period (not exceeding 15 days) after the conclusion of the investigation. Where the company’s investigation exceeds three months, it must make interim reports available at three monthly intervals. Those making the request must be notified of reports being available. In contrast to section 215, the report may be kept at the company’s registered office or at a place specified in regulations made under section 1136.

Section 806: Report to members: offences

1125. This section re-enacts section 215(8) of the 1985 Act. It specifies the criminal penalties arising if the company fails to report as required on the outcome of the investigation or to keep the report under section 805. Unlike section 215, every officer in default is liable to a fine for a failure to report, but the company itself is not.

Section 807: Right to inspect and request copy of reports

1126. This section re-enacts provisions in section 219 of the 1985 Act. It requires the company to allow reports to members to be inspected by anyone without charge. Any person can request a copy of a report, on payment of the prescribed fee. Subsections (3) to (5) specify the criminal penalties arising if the company fails to disclose a report as required and make provision for the courts to compel disclosure.

Section 808: Register of interests disclosed

1127. The register required to be kept by section 211 of the 1985 Act covers all interests notified, whether under the automatic disclosure rules or in response to a notice served under section 212 of that Act (company investigations). The latter are kept as a separate part of the register of interests in shares. In future it will be for regulations made under the Financial Services and Markets Act 2000 (as amended by Part 43 of this Act) to make provision as to how interests notified under the automatic disclosure rules will be made public.

1128. This section provides that if, as a result of a section 793 investigation, the company receives information relating to interests held by any person in relevant shares, it must within three days enter in a register of interests disclosed:

• the fact that the requirement (to disclose information under the notice) was imposed and the date on which it was imposed; and

• the information received in response to the notice under section 793.

1129. The section provides that the information must be entered either against the name of the present holder of the shares in question (as under the 1985 Act), or if the present holder is not known or there is no present holder, then against the name of the person holding the interest. Subsections (5) and (6) provide for criminal penalties for any default in complying with this section. Subsection (7) makes clear that information that a company receives under this Part does not mean that the company needs to be concerned with the existence of any trust over the shares.

Sections 809 and 810: Register to be kept available for inspection; and associated index

1130. These sections re-enact section 211(6) and (8) (as applied by section 213(3)) of the 1985 Act. Section 809 provides that the register of interests disclosed must be kept available for inspection at the company’s registered office or at a place specified in regulations made under section 1136. The company must advise the registrar where the register is kept (unless it has always been kept at the registered office). Subsections (4) and (5) provide for criminal penalties for any default in complying with this section.

1131. Section 810 provides that the register should have an index unless it is in a form that itself constitutes an index (for example a searchable database).

Section 811: Right to inspect and require copy of entries

1132. This section re-enacts section 219 of the 1985 Act. It provides that the register and index must be open to inspection by any person without charge. For a prescribed fee, any person is entitled to a copy of any entry on the register. A person seeking access to the register under this section must provide the information specified in subsection (4), including his name and address and the purpose for which the information is to be used.

Section 812: Court supervision of purpose for which rights may be exercised

1133. This section provides that the company must only allow the inspection of the register or provide the copy requested if satisfied that it is for a proper purpose. If it refuses, the person concerned may apply to the court for it to allow the inspection or require the copy to be provided. If an application to the court is made, the person must notify the company, and the company must use its best endeavours to notify any persons whose details might be disclosed.

Section 813 Register of interests disclosed: refusal of inspection or default in providing copy

1134. This section provides for court enforcement and criminal penalties for any default in complying with section 811.