(1) The company's last annual accounts means the company's individual accounts—
(a) that were last circulated to members in accordance with section 423 (duty to circulate copies of annual accounts and reports), . . .
(b) . . ..
(2) 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.
(3) Unless the company is exempt from audit and the
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