Companies Act 2006 – Section 992

CHAPTER 4: AMENDMENTS TO PART 7 OF THE COMPANIES ACT 1985

Section 992: Matters to be dealt with in directors’ report

1258. This section implements Article 10 of the Takeovers Directive. Article 10.1 and 10.2
require companies admitted to trading on a regulated market to provide in their annual reports
detailed information relating to matters such as the control and share structures of the
company. It is, therefore, provided by amendment to Part 7 of the 1985 Act that the
information required by the Directive must be set out in the directors’ report.

1259. Additionally, Article 10.3 of the Directive requires boards of companies to present an
explanatory report to shareholders on the issues referred to in Article 10.1 and 10.2 at the
company’s annual general meeting. This section requires this additional explanatory material
to be contained in the directors’ report submitted to the annual meeting of shareholders.

1260. Section 992(5) amends section 251 of the 1985 Act on summary financial statements.
It provides for the explanatory material required by Article 10.3 of the Takeovers Directive
either to be included in the summary financial statement or to accompany it.

1261. Failure to include either the information concerning control and share structures or
explanatory material in the annual report will attract existing criminal sanctions under section
234(5) of the 1985 Act (directors responsible for the failure to comply with provisions related
to the directors’ report are to be liable to a fine).

1262. Section 992(6) provides that these new provisions will apply in relation to directors’
reports for financial years beginning on or after 20 May 2006 (the date by which the
Directive had to be implemented).

1263. These are general requirements designed to bring greater transparency to the market
and apply to all relevant companies whether or not they are involved in a takeover.
Accordingly, the requirements will apply to all companies registered in the UK which have
voting shares traded on a regulated market, whether or not that includes an official listing on
the London Stock Exchange.
Under Part 15 of the Act (section 416), the Secretary of State may in future make regulations
as to the contents of the directors’ report and those regulations will be able to incorporate the
provisions introduced by section 992(2) to (4). Regulations under sections 427 and 428 will
be able to make provision for the additional explanatory material when a summary financial
statement is sent out rather than the full accounts and report.

PART 29: FRAUDULENT TRADING

Section 993: Offence of fraudulent trading

1264. This section restates section 458 of the 1985 Act, but in doing so increases the
maximum sentence for the offence from seven years’ imprisonment to ten years.

PART 30: PROTECTION OF MEMBERS AGAINST UNFAIR PREJUDICE

1265. Sections 994-998 restate sections 459, 460 and 461 of the 1985 Act, which provide a
remedy where a company’s affairs are being conducted in a manner which is unfairly
prejudicial to the interests of its members.

Section 999: Supplementary provisions where company’s constitution altered

1266. Section 999 is a new section which ensures that, if the court makes an order under
Part 30 amending the company’s articles, updated articles are registered and a copy of the
court order is supplied with any copies of the articles that are issued by the company, unless
they already incorporate the amendments.

PART 31: DISSOLUTION AND RESTORATION TO THE REGISTER

CHAPTERS 1 AND 2: STRIKING OFF AND PROPERTY OF DISSOLVED
COMPANY

1267. These Chapters restate sections 652 to 654 and sections 656 to 658 of the 1985 Act
with no changes of effect, except as described below for sections 1003 and 1013.

Section 1003: Striking off on applications by company

1268. Section 652A of the 1985 Act currently provides that, in certain circumstances, a
company may apply to the registrar to be struck off the register. The provision is limited to private companies. This section, in restating that provision, no longer includes the limitation,
with the effect that public companies too may now apply for voluntary strike-off.