Chapter: 32  COMPANIES ORDINANCE

Section Num: 129G   Version Date 04/01/2002

Right to receive copies of balance sheets and directors' and auditors' reports

(1) A copy of every balance sheet, including every document required by law to be annexed thereto, which is to be laid before a company in general meeting, together with a copy of the directors' report and a copy of the auditors' report, shall, not less than 21 days before the date of the meeting, be sent to every member of the company (whether he is or is not entitled to receive notices of general meetings of the company), every holder of debentures of the company (whether he is or is not so entitled) and all persons other than members or holders of debentures of the company, being persons so entitled:  (Amended L.N. 283 of 1986)

Provided that-

(a) in the case of a company not having a share capital this subsection shall not require the sending of a copy of the documents aforesaid to a member of the company who is not entitled to receive notices of general meetings of the company or to a holder of debentures of the company who is not so entitled;

(b) this subsection shall not require a copy of those documents to be sent-

(i) to a member of the company or a holder of debentures of the company, being in either case a person who is not entitled to receive notices of general meetings of the company and of whose address the company is unaware;

(ii) to more than one of the joint holders of any shares or debentures none of whom are entitled to receive such notices;  (Amended 27 of 2001 s. 4)

(iii) in the case of joint holders of any shares or debentures some of whom are and some of whom are not entitled to receive such notices, to those who are not so entitled; or  (Amended 27 of 2001 s. 4)

(iv) subject to sections 141CA(1) and 141CE(1), to a member of a listed company, a holder of debentures of the company or any other person who is entitled to receive notices of general meetings of the company, if the company has, pursuant to a relevant notice of intent, duly sent to the member, holder or person a copy of a summary financial report in place of a copy of those documents from which the report is derived; and  (Added 27 of 2001 s. 4)

(c) if the copies of the documents aforesaid are sent less than 21 days before the date of the meeting, they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by all the members entitled to attend and vote at the meeting.  (Amended 6 of 1984 s. 91)

(1A) Subject to sections 141CC(1) and 141CE(1), for the purposes of proviso (b)(iv) to subsection (1), a copy of a summary financial report of a listed company shall be treated as having been duly sent if-

(a) subject to paragraph (b), it is sent not less than 21 days before the date of the general meeting concerned;

(b) where proviso (c) to subsection (1) applies, it is sent not less than such number of days as agreed under that proviso by the members entitled to attend and vote at the meeting.  (Added 27 of 2001 s. 4)

(2) Any member of a company, whether he is or is not entitled to have sent to him copies of the company's balance sheets, the personal representatives of any such member who has died, and any holder of debentures of the company, whether he is or is not so entitled, shall be entitled to be furnished on demand without charge with a copy of the last balance sheet of the company, including every document required by law to be annexed thereto, together with a copy of the directors' report and a copy of the auditors' report.

(2A) Any member of a company who is not entitled to vote at a general meeting of the company shall, notwithstanding subsection (1), be furnished with a copy of any statement issued by the company as a chairman's statement, and of any other document intended for the purpose of providing information about the affairs of the company, which is circulated by the company with the documents required to be sent to members under subsection (1).  (Added 6 of 1984 s. 91)

(3) If default is made in complying with subsection (1) or (2A), the company and every officer of the company who is in default shall be liable to a fine, and if, when any person makes a demand for any document with which he is by virtue of subsection (2) entitled to be furnished, default is made in complying with the demand within 7 days after the making thereof, the company and every officer of the company who is in default shall be liable to a fine and, for continued default, to a daily default fine, unless it is proved that that person has already made a demand for and been furnished with a copy of the document.  (Amended 6 of 1984 s. 91; 7 of 1990 s. 2)

(4) Subsections (1), (2) and (3) shall not have effect in relation to a balance sheet of a private company laid before it before 1 October 1975, but the provisions of this Ordinance which were in force immediately before the said date shall apply in relation to-

(a) the right of any person to be furnished with a copy of any such balance sheet, and

(b) the liability of the company and any officer thereof in respect of a failure to satisfy that right.

(5) For the purposes of proviso (b)(iv) to subsection (1), "relevant notice of intent", in relation to a member of a listed company, a holder of debentures of the company or any other person who is entitled to receive notices of general meetings of the company, means a notice of intent sent by the member, holder or person to the company in accordance with regulations made under section 359A(2), or a notice of intent treated by virtue of section 141CB as having been sent by the member, holder or person to the company.  (Added 27 of 2001 s. 4)

(Added 80 of 1974 s. 12)

[cf. 1948 c. 38 s. 158 U.K.]