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Legislation
Companies Act 2006

Crossheading Requirements applicable to merger

  • Section 905 Draft terms of scheme (merger)
  • Section 906 Publication of draft terms by registrar(merger)
  • Section 906A Publication of draft terms on company website (merger)
  • Section 907 Approval of members of merging companies
  • Section 908 Directors' explanatory report (merger)
  • Section 909 Expert's report (merger)
  • Section 910 Supplementary accounting statement (merger)
  • Section 911 Inspection of documents (merger)
  • Section 911A Publication of documents on company website (merger)
  • Section 911B Report on material changes of assets of merging companies
  • Section 912 Approval of articles of new transferee company (merger)
  • Section 913 Protection of holders of securities to which special rights attached (merger)
  • Section 914 No allotment of shares to transferor company or its nominee (merger)
  1. Requirements applicable to merger
  2. Supplementary accounting statement (merger)

Section 910 | Supplementary accounting statement (merger)

From legislation.gov.uk

(1)This section applies if the last annual accounts of any of the merging companies relate to a financial year ending before—F1

(a)the date seven months before the first meeting of the company summoned for the purposes of approving the scheme, orF1

(b)if no meeting of the company is required (by virtue of any of sections 916 to 918), the date six months before the directors of the company adopt the draft terms of the scheme.F1

(1A)If the company has not made public a half-yearly financial report relating to a period ending on or after the date mentioned in subsection (1), the directors of the company must prepare a supplementary accounting statement.F1

(2)That statement must consist of—

(a)a balance sheet dealing with the state of affairs of the company as at a date not more than three months before the draft terms were adopted by the directors, and

(b)where the company would be required under section 399 to prepare group accounts if that date were the last day of a financial year, a consolidated balance sheet dealing with the state of affairs of the company and the undertakings that would be included in such a consolidation.

(3)The requirements of this Act ... as to the balance sheet forming part of a company's annual accounts, and the matters to be included in notes to it, apply to the balance sheet required for an accounting statement under this section, with such modifications as are necessary by reason of its being prepared otherwise than as at the last day of a financial year.F2

(4)The provisions of section 414 as to the approval and signing of accounts apply to the balance sheet required for an accounting statement under this section.

(5)In this section “ half-yearly financial report ” means a report of that description required to be made public by rules under section 89A of the Financial Services and Markets Act 2000 (transparency rules).F3F4

(6)The requirement in this section is subject to section 915A (other circumstances in which reports and inspection not required) and section 918A (agreement to dispense with reports etc ).F3

Notes

  1. F1

    S. 910(1)(1A) substituted (1.8.2011 with application in accordance with reg. 1(2)) for s. 190(1) by The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011 (S.I. 2011/1606), reg. 9(2)

  2. F2

    Words in s. 910(3) omitted (31.12.2020) by virtue of The International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/685), reg. 1(2), Sch. 1 para. 24 (with reg. 1(3)-(8), Sch. 1 para. 64) (as amended by S.I. 2020/335, regs. 1, 3, 4 and S.I. 2020/523, regs. 1(2), 22, 25(b)); 2020 c. 1, Sch. 5 para. 1(1)

  3. F3

    S. 910(5)(6) added (1.8.2011 with application in accordance with reg. 1(2)) by The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011 (S.I. 2011/1606), {reg. 9(3}

  4. F4

    2000 c.8. Section 89A was inserted by section 1266 of the Companies Act 2006.

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