The company's last annual accounts means the company's individual accounts—
that were last circulated to members in accordance with section 423 (duty to circulate copies of annual accounts and reports), or
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The accounts must have been properly prepared in accordance with this Act, or have been so prepared subject only to matters that are not material for determining (by reference to the items mentioned in section 836(1)) whether the distribution would contravene this Part.
Unless the company is exempt from audit and the directors take advantage of that exemption, the auditor must have made his report on the accounts.
If that report was qualified—
the auditor must have stated in writing (either at the time of his report or subsequently) whether in his opinion the matters in respect of which his report is qualified are material for determining whether a distribution would contravene this Part, and
a copy of that statement must—
in the case of a private company, have been circulated to members in accordance with section 423, or
in the case of a public company, have been laid before the company in general meeting.
An auditor's statement is sufficient for the purposes of a distribution if it relates to distributions of a description that includes the distribution in question, even if at the time of the statement it had not been proposed.