Companies Act 2014

471.

Inspection of documents

471. (1) Subject to subsection (5), each of the merging companies shall, in accordance with subsection (3), make available for inspection free of charge by any member of the company at its registered office during business hours:

(a) the common draft terms of merger;

(b) subject to subsection (2), the statutory financial statements for the preceding 3 financial years of each company (audited, where required by that Part, in accordance with Part 6 );

(c) except in the case of a merger by absorption or in any other case where such a report is not required to be prepared by that section, the explanatory report relating to each of the merging companies referred to in section 467 ;

(d) if such a report is required to be prepared by that section, the expert’s report relating to each of the merging companies referred to in section 468 ; and

(e) each merger financial statement, if any, in relation to one or, as the case may be, more than one of the merging companies, required to be prepared by section 469 .

(2) For the purposes of paragraph (b) of subsection (1)—

(a) if any of the merging companies has traded for less than 3 financial years before the date of the common draft terms of merger, then, as respects that company, that paragraph is satisfied by the statutory financial statements for those financial years for which the company has traded (audited, where required by that Part, in accordance with Part 6 ) being made available as mentioned in that subsection by each of the merging companies, or

(b) if, by reason of its recent incorporation, the obligation of any of the foregoing companies to prepare its first financial statements under Part 6 had not arisen as of the date of the common draft terms of merger, then the reference in that paragraph to the financial statements of that company shall be disregarded.

(3) The provisions of subsection (1) shall apply in the case of each of the merging companies for a period of 30 days before the date of the passing of—

(a) where the Summary Approval Procedure is employed to effect the merger, the resolution referred to in section 202(1)(a)(ii) by each such company, and

(b) where that procedure is not employed for that purpose, the resolution on the common draft terms of merger by each such company in accordance with section 473 .

(4) Section 127(1) (access to documents during business hours) shall apply in relation to subsection (1) as it applies in relation to the relevant provisions of Part 4 .

(5) Subsection (1) shall not apply in relation to a merging company if it publishes free of charge on its website the documents specified in that subsection for a continuous period of at least 2 months, commencing at least 30 days before—

(a) where the Summary Approval Procedure is employed to effect the merger, the date of the resolution referred to in section 202(1)(a)(ii) of the company, and

(b) where that procedure is not employed for that purpose, the date of the general meeting of the company which, by virtue of section 473 , is to consider the common draft terms of merger,

and ending at least 30 days after that date.

(6) Where, in the period referred to in subsection (5), access to the company’s website is disrupted for a continuous period of at least 24 hours or for separate periods totalling not less than 72 hours, the period referred to in subsection (5) shall be extended for a period corresponding to the period or periods of disruption.

(7) A reference in this section to statutory financial statements shall be deemed to include a reference to a directors’ report and a reference to auditing shall, in the case of such a report, be read as a reference to the operation referred to in section 336(5) .