Sending company documents to shareholders electronically

A company can send notices, accounts and other documents to shareholders by email only if each shareholder has agreed to receive them that way and given an address. It can use a website instead if the members have passed a resolution or the articles allow it and each shareholder has either agreed or failed to reply within 28 days to an individual request, and it then notifies them each time something is posted.

Which rules govern company communications?

Sections 1143 to 1148 of the Companies Act 2006, with Schedules 4 and 5, are known as the company communications provisions. They apply whenever the Companies Acts authorise or require a document or information to be sent or supplied by or to a company. Section 1144(2) says anything sent by a company must be sent in accordance with Schedule 5, which recognises four routes:

• hard copy, handed over or sent by hand or post (Part 2);
• electronic form, such as email (Part 3);
• making it available on a website (Part 4);
• any other form or manner the recipient has agreed (Part 5).

Section 1168 defines electronic means as including email and requires anything sent electronically to be in a form the sender reasonably considers will let the recipient read it and keep a copy. Article 48 of the private company model articles adopts the same methods for documents sent under the articles, subject to any contrary provision. Check the company’s own articles, because bespoke articles sometimes add or restrict methods.

When can a company email its shareholders?

Under paragraph 6 of Schedule 5, a document may be sent in electronic form only to a person who has agreed, generally or specifically, that it may be sent that way and has not revoked that agreement. Paragraph 7 adds that it must go to an address the recipient has specified for the purpose. There is no deemed consent for email. A shareholder who happens to email the company has not, by that alone, agreed to receive formal notices by email at that address, so the safest practice is a short written consent naming the address and the documents covered.

For joint holders, paragraph 16 requires anything to be agreed or specified by all of them, though documents may then be sent to the first named holder, subject to the articles. See jointly held shares.

How does deemed consent to website communications work?

Website communication is the one route where silence can count as agreement. Paragraph 10 of Schedule 5 applies if either the members have resolved that the company may send documents by making them available on a website, or the articles contain provision to that effect. A member is then taken to have agreed if:

1. the company asked them individually to agree to website communication, generally or for the documents in question; and
2. the company received no response within 28 days beginning with the date the request was sent.

Deemed agreement does not arise if the request did not state clearly what the effect of failing to respond would be, or if it was sent less than twelve months after a previous request to the same person about the same or a similar class of documents. Paragraph 10(5) applies Chapter 3 of Part 3 to the members’ resolution, so a copy must be sent to Companies House within 15 days under section 30. The Act does not specify the type of resolution, so under section 281(3) an ordinary resolution is enough unless the articles require more. See filing resolutions at Companies House.

What must the company do each time it uses the website?

Website communication is not simply posting documents online. Schedule 5 requires the company to:

• make the document available in a form that lets the recipient read it and retain a copy (paragraph 12);
• notify each recipient of the document’s presence, the website address, where on the site it is and how to access it (paragraph 13);
• keep it available for the period the Act specifies or, if none, for 28 days from the notification (paragraph 14).

The notification itself usually goes by post or, where the member has agreed, by email. Under paragraph 13(2) the document is taken to be sent on the date of notification or, if later, when it first appears on the website. Special rules apply to two common documents. A notice of a general meeting given by website must, under section 309, be notified with a statement that it concerns a notice of a company meeting and the place, date and time, and must stay available until the meeting ends. A written resolution sent by website must, under section 299, stay available until the date it lapses. See general meeting notice and written resolutions.

When is a document treated as received?

Section 1147 sets the default rules, which the articles can change for members:

Method	Deemed received
Post to a UK address, properly addressed, prepaid and posted	48 hours after posting
Electronic means, properly addressed	48 hours after sending
Website	When first available on the website or, if later, when notice of availability is received or deemed received

Parts of a day that are not working days are ignored when counting the 48 hours. This feeds into notice periods: a private company general meeting needs at least 14 days’ notice under section 307, counted in clear days under section 360, so an email sent on a Friday may not count as received until the following Tuesday.

Can a shareholder still insist on paper?

Yes. Under section 1145 a member who has received a document other than in hard copy may require a hard copy version, which the company must send within 21 days of the request and without charge. Failure is an offence by the company and every officer in default. A member can also revoke an agreement to electronic or website communication, because paragraphs 6 and 9 apply only while the agreement has not been revoked.

How do these rules apply to the annual accounts?

Section 423 requires every company to send a copy of its annual accounts and reports to every member, every debenture holder and everyone entitled to notice of general meetings. A private company must do so by the end of its filing period or, if earlier, the date it actually files the accounts, under section 424(2). Sending by email or website satisfies this only for members who have agreed or are deemed to have agreed. Members who have not must get a hard copy. See do shareholders approve accounts.

Communication in the other direction has its own shortcut. If the company gives an electronic address in a notice of meeting, section 333 deems it to have agreed that documents relating to the meeting may be sent to that address, and section 298 does the same for an address in a written resolution.

How might this work in practice?

Illustration only. A family company with 40 shareholders wants to stop posting its accounts. It passes an ordinary resolution allowing website communication and files it within 15 days. It then writes to each shareholder asking them to agree, stating clearly that anyone who does not reply within 28 days will be treated as agreeing. Thirty do not reply and are deemed to agree; four reply with email addresses and consent to email; six ask for paper. When the accounts are ready, the company posts them on a password free page of its website, emails the four, and posts a notification letter to the thirty with the web address and how to find the file. The six receive printed copies. One of the thirty later asks for paper, and the company sends it within 21 days at no charge.

What mistakes do companies make?

• Emailing notices to members who never agreed to email.
• Relying on deemed website consent when the request did not explain the effect of silence.
• Posting documents online without notifying each member of their availability.
• Removing a meeting notice from the website before the meeting ends.
• Forgetting the 48 hour deemed delivery period when counting notice.

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Related Accountapedia entries

• Electronic signatures on company documents
• Can company registers be kept electronically
• Sending tax documents securely
• Sending accounts to shareholders: the section 423 duty
• Shareholders’ rights to copies of company documents

Related cover: Directors and officers insurance. Ask for a quote or call 01795 841 310.

Sources

• legislation.gov.uk: Act 2006 c. 46, section 1143
• legislation.gov.uk: Act 2006 c. 46, section 1144
• legislation.gov.uk: Act 2006 c. 46, schedule 5
• legislation.gov.uk: Act 2006 c. 46, section 1168
• legislation.gov.uk: SI 2008/3229, schedule 1
• legislation.gov.uk: Act 2006 c. 46, section 30
• legislation.gov.uk: Act 2006 c. 46, section 281
• legislation.gov.uk: Act 2006 c. 46, section 309
• legislation.gov.uk: Act 2006 c. 46, section 299
• legislation.gov.uk: Act 2006 c. 46, section 1147

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 24 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.