Office of Public Sector Information
(1) There shall continue to be—
(a) a registrar of companies for England and Wales,
(b) a registrar of companies for Scotland, and
(c) a registrar of companies for Northern Ireland.
(2) The registrars shall be appointed by the Secretary of State.
(3) In the Companies Acts “the registrar of companies” and “the registrar” mean the registrar of companies for England and Wales, Scotland or Northern Ireland, as the case may require.
(4) References in the Companies Acts to registration in a particular part of the United Kingdom are to registration by the registrar for that part of the United Kingdom.
(1) The registrar shall continue—
(a) to perform the functions conferred on the registrar—
(i) under the Companies Acts, and
(ii) under the enactments listed in subsection (2), and
(b) to perform such functions on behalf of the Secretary of State, in relation to the registration of companies or other matters, as the Secretary of State may from time to time direct.
(2) The enactments are—
the Joint Stock Companies Acts;
the Newspaper Libel and Registration Act 1881 (c. 60);
the Limited Partnerships Act 1907 (c. 24);
section 53 of the Industrial and Provident Societies Act 1965 (c. 12) or, for Northern Ireland, section 62 of the Industrial and Provident Societies Act (Northern Ireland) 1969 (c. 24 (N.I.));
the Insolvency Act 1986 (c. 45) or, for Northern Ireland, the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19));
section 12 of the Statutory Water Companies Act 1991 (c. 58);
sections 3, 4, 6, 63 and 64 of, and Schedule 1 to, the Housing Act 1996 (c. 52) or, for Northern Ireland, Articles 3 and 16 to 32 of the Housing (Northern Ireland) Order 1992 (S.I. 1992/1725 (N.I. 15));
sections 2, 4 and 26 of the Commonwealth Development Corporation Act 1999 (c. 20);
Part 6 and section 366 of the Financial Services and Markets Act 2000 (c. 8);
the Limited Liability Partnerships Act 2000 (c. 12);
section 14 of the Insolvency Act 2000 (c. 39) or, for Northern Ireland, Article 11 of the Insolvency (Northern Ireland) Order 2002 (S.I. 2002/3152 (N.I. 6));
section 121 of the Land Registration Act 2002 (c. 9);
section 1248 of this Act.
(3) References in this Act to the functions of the registrar are to functions within subsection (1)(a) or (b).
The registrar shall have an official seal for the authentication of documents in connection with the performance of the registrar’s functions.
(1) The Secretary of State may make provision by regulations requiring the payment to the registrar of fees in respect of—
(a) the performance of any of the registrar’s functions, or
(b) the provision by the registrar of services or facilities for purposes incidental to, or otherwise connected with, the performance of any of the registrar’s functions.
(2) The matters for which fees may be charged include—
(a) the performance of a duty imposed on the registrar or the Secretary of State,
(b) the receipt of documents delivered to the registrar, and
(c) the inspection, or provision of copies, of documents kept by the registrar.
(3) The regulations may—
(a) provide for the amount of the fees to be fixed by or determined under the regulations;
(b) provide for different fees to be payable in respect of the same matter in different circumstances;
(c) specify the person by whom any fee payable under the regulations is to be paid;
(d) specify when and how fees are to be paid.
(4) Regulations under this section are subject to negative resolution procedure.
(5) In respect of the performance of functions or the provision of services or facilities—
(a) for which fees are not provided for by regulations, or
(b) in circumstances other than those for which fees are provided for by regulations,
the registrar may determine from time to time what fees (if any) are chargeable.
(6) Fees received by the registrar are to be paid into the Consolidated Fund.
(7) The Limited Partnerships Act 1907 (c. 24) is amended as follows—
(a) in section 16(1) (inspection of statements registered)—
(i) omit the words “, and there shall be paid for such inspection such fees as may be appointed by the Board of Trade, not exceeding 5p for each inspection”, and
(ii) omit the words from “and there shall be paid for such certificate” to the end;
(b) in section 17 (power to make rules)—
(i) omit the words “(but as to fees with the concurrence of the Treasury)”, and
(ii) omit paragraph (a).
(1) The registrar must cause to be published—
(a) in the Gazette, or
(b) in accordance with section 1116 (alternative means of giving public notice),
notice of the issue by the registrar of any certificate of incorporation of a company.
(2) The notice must state the name and registered number of the company and the date of issue of the certificate.
(3) This section applies to a certificate of incorporation issued under—
(a) section 80 (change of name),
(b) section 88 (Welsh companies), or
(c) any provision of Part 7 (re-registration),
as well as to the certificate issued on a company’s formation.
Any person may require the registrar to provide him with a copy of any certificate of incorporation of a company, signed by the registrar or authenticated by the registrar’s seal.
(1) The registrar shall allocate to every company a number, which shall be known as the company’s registered number.
(2) Companies' registered numbers shall be in such form, consisting of one or more sequences of figures or letters, as the registrar may determine.
(3) The registrar may on adopting a new form of registered number make such changes of existing registered numbers as appear necessary.
(4) A change of a company’s registered number has effect from the date on which the company is notified by the registrar of the change.
(5) For a period of three years beginning with that date any requirement to disclose the company’s registered number imposed by regulations under section 82 or section 1051 (trading disclosures) is satisfied by the use of either the old number or the new.
(6) In this section “company” includes an overseas company whose particulars have been registered under section 1046, other than a company that appears to the registrar not to be required to register particulars under that section.
(1) The registrar shall allocate to every branch of an overseas company whose particulars are registered under section 1046 a number, which shall be known as the branch’s registered number.
(2) Branches' registered numbers shall be in such form, consisting of one or more sequences of figures or letters, as the registrar may determine.
(3) The registrar may on adopting a new form of registered number make such changes of existing registered numbers as appear necessary.
(4) A change of a branch’s registered number has effect from the date on which the company is notified by the registrar of the change.
(5) For a period of three years beginning with that date any requirement to disclose the branch’s registered number imposed by regulations under section 1051 (trading disclosures) is satisfied by the use of either the old number or the new.
(1) The registrar may impose requirements as to the form, authentication and manner of delivery of documents required or authorised to be delivered to the registrar under any enactment.
(2) As regards the form of the document, the registrar may—
(a) require the contents of the document to be in a standard form;
(b) impose requirements for the purpose of enabling the document to be scanned or copied.
(3) As regards authentication, the registrar may—
(a) require the document to be authenticated by a particular person or a person of a particular description;
(b) specify the means of authentication;
(c) require the document to contain or be accompanied by the name or registered number of the company to which it relates (or both).
(4) As regards the manner of delivery, the registrar may specify requirements as to—
(a) the physical form of the document (for example, hard copy or electronic form);
(b) the means to be used for delivering the document (for example, by post or electronic means);
(c) the address to which the document is to be sent;
(d) in the case of a document to be delivered by electronic means, the hardware and software to be used, and technical specifications (for example, matters relating to protocol, security, anti-virus protection or encryption).
(5) The registrar must secure that as from 1st January 2007 all documents subject to the Directive disclosure requirements (see section 1078) may be delivered to the registrar by electronic means.
(6) The power conferred by this section does not authorise the registrar to require documents to be delivered by electronic means (see section 1069).
(7) Requirements imposed under this section must not be inconsistent with requirements imposed by any enactment with respect to the form, authentication or manner of delivery of the document concerned.
(1) The Secretary of State may make regulations requiring documents that are authorised or required to be delivered to the registrar to be delivered by electronic means.
(2) Any such requirement to deliver documents by electronic means is effective only if registrar’s rules have been published with respect to the detailed requirements for such delivery.
(3) Regulations under this section are subject to affirmative resolution procedure.
(1) The registrar may agree with a company that documents relating to the company that are required or authorised to be delivered to the registrar—
(a) will be delivered by electronic means, except as provided for in the agreement, and
(b) will conform to such requirements as may be specified in the agreement or specified by the registrar in accordance with the agreement.
(2) An agreement under this section may relate to all or any description of documents to be delivered to the registrar.
(3) Documents in relation to which an agreement is in force under this section must be delivered in accordance with the agreement.
(1) A document is not delivered to the registrar until it is received by the registrar.
(2) Provision may be made by registrar’s rules as to when a document is to be regarded as received.
(1) A document delivered to the registrar is not properly delivered unless all the following requirements are met—
(a) the requirements of the provision under which the document is to be delivered to the registrar as regards—
(i) the contents of the document, and
(ii) form, authentication and manner of delivery;
(b) any applicable requirements under—
section 1068 (registrar’s requirements as to form, authentication and manner of delivery),
section 1069 (power to require delivery by electronic means), or
section 1070 (agreement for delivery by electronic means);
(c) any requirements of this Part as to the language in which the document is drawn up and delivered or as to its being accompanied on delivery by a certified translation into English;
(d) in so far as it consists of or includes names and addresses, any requirements of this Part as to permitted characters, letters or symbols or as to its being accompanied on delivery by a certificate as to the transliteration of any element;
(e) any applicable requirements under section 1111 (registrar’s requirements as to certification or verification);
(f) any requirement of regulations under section 1082 (use of unique identifiers);
(g) any requirements as regards payment of a fee in respect of its receipt by the registrar.
(2) A document that is not properly delivered is treated for the purposes of the provision requiring or authorising it to be delivered as not having been delivered, subject to the provisions of section 1073 (power to accept documents not meeting requirements for proper delivery).
(1) The registrar may accept (and register) a document that does not comply with the requirements for proper delivery.
(2) A document accepted by the registrar under this section is treated as received by the registrar for the purposes of section 1077 (public notice of receipt of certain documents).
(3) No objection may be taken to the legal consequences of a document’s being accepted (or registered) by the registrar under this section on the ground that the requirements for proper delivery were not met.
(4) The acceptance of a document by the registrar under this section does not affect—
(a) the continuing obligation to comply with the requirements for proper delivery, or
(b) subject as follows, any liability for failure to comply with those requirements.
(5) For the purposes of—
(a) section 453 (civil penalty for failure to file accounts and reports), and
(b) any enactment imposing a daily default fine for failure to deliver the document,
the period after the document is accepted does not count as a period during which there is default in complying with the requirements for proper delivery.
(6) But if, subsequently—
(a) the registrar issues a notice under section 1094(4) in respect of the document (notice of administrative removal from the register), and
(b) the requirements for proper delivery are not complied with before the end of the period of 14 days after the issue of that notice,
any subsequent period of default does count for the purposes of those provisions.
(1) This section applies where a document delivered to the registrar contains unnecessary material.
(2) “Unnecessary material” means material that—
(a) is not necessary in order to comply with an obligation under any enactment, and
(b) is not specifically authorised to be delivered to the registrar.
(3) For this purpose an obligation to deliver a document of a particular description, or conforming to certain requirements, is regarded as not extending to anything that is not needed for a document of that description or, as the case may be, conforming to those requirements.
(4) If the unnecessary material cannot readily be separated from the rest of the document, the document is treated as not meeting the requirements for proper delivery.
(5) If the unnecessary material can readily be separated from the rest of the document, the registrar may register the document either—
(a) with the omission of the unnecessary material, or
(b) as delivered.
(1) A document delivered to the registrar may be corrected by the registrar if it appears to the registrar to be incomplete or internally inconsistent.
(2) This power is exercisable only—
(a) on instructions, and
(b) if the company has given (and has not withdrawn) its consent to instructions being given under this section.
(3) The following requirements must be met as regards the instructions—
(a) the instructions must be given in response to an enquiry by the registrar;
(b) the registrar must be satisfied that the person giving the instructions is authorised to do so—
(i) by the person by whom the document was delivered, or
(ii) by the company to which the document relates;
(c) the instructions must meet any requirements of registrar’s rules as to—
(i) the form and manner in which they are given, and
(ii) authentication.
(4) The company’s consent to instructions being given under this section (and any withdrawal of such consent)—
(a) may be in hard copy or electronic form, and
(b) must be notified to the registrar.
(5) This section applies in relation to documents delivered under Part 25 (company charges) by a person other than the company as if the references to the company were to the company or the person by whom the document was delivered.
(6) A document that is corrected under this section is treated, for the purposes of any enactment relating to its delivery, as having been delivered when the correction is made.
(7) The power conferred by this section is not exercisable if the document has been registered under section 1073 (power to accept documents not meeting requirements for proper delivery).
(1) The registrar may accept a replacement for a document previously delivered that—
(a) did not comply with the requirements for proper delivery, or
(b) contained unnecessary material (within the meaning of section 1074).
(2) A replacement document must not be accepted unless the registrar is satisfied that it is delivered by—
(a) the person by whom the original document was delivered, or
(b) the company to which the original document relates,
and that it complies with the requirements for proper delivery.
(3) The power of the registrar to impose requirements as to the form and manner of delivery includes power to impose requirements as to the identification of the original document and the delivery of the replacement in a form and manner enabling it to be associated with the original.
(4) This section does not apply where the original document was delivered under Part 25 (company charges) (but see sections 873 and 888 (rectification of register of charges)).
(1) The registrar must cause to be published—
(a) in the Gazette, or
(b) in accordance with section 1116 (alternative means of giving public notice),
notice of the receipt by the registrar of any document that, on receipt, is subject to the Directive disclosure requirements (see section 1078).
(2) The notice must state the name and registered number of the company, the description of document and the date of receipt.
(3) The registrar is not required to cause notice of the receipt of a document to be published before the date of incorporation of the company to which the document relates.
(1) The documents subject to the “Directive disclosure requirements” are as follows.
The requirements referred to are those of Article 3 of the First Company Law Directive (68/151/EEC), as amended, extended and applied.
(2) In the case of every company—
Constitutional documents
1. The company’s memorandum and articles.
2. Any amendment of the company’s articles (including every resolution or agreement required to be embodied in or annexed to copies of the company’s articles issued by the company).
3. After any amendment of the company’s articles, the text of the articles as amended.
4. Any notice of a change of the company’s name.
Directors
1. The statement of proposed officers required on formation of the company.
2. Notification of any change among the company’s directors.
3. Notification of any change in the particulars of directors required to be delivered to the registrar.
Accounts, reports and returns
1. All documents required to be delivered to the registrar under section 441 (annual accounts and reports).
2. The company’s annual return.
Registered office
Notification of any change of the company’s registered office.
Winding up
1. Copy of any winding-up order in respect of the company.
2. Notice of the appointment of liquidators.
3. Order for the dissolution of a company on a winding up.
4. Return by a liquidator of the final meeting of a company on a winding up.
(3) In the case of a public company—
Share capital
1. Any statement of capital and initial shareholdings.
2. Any return of allotment and the statement of capital accompanying it.
3. Copy of any resolution under section 570 or 571 (disapplication of pre-emption rights).
4. Copy of any report under section 593 or 599 as to the value of a non-cash asset.
5. Statement of capital accompanying notice given under section 625 (notice by company of redenomination of shares).
6. Statement of capital accompanying notice given under section 627 (notice by company of reduction of capital in connection with redenomination of shares).
7. Notice delivered under section 636 (notice of new name of class of shares) or 637 (notice of variation of rights attached to shares).
8. Statement of capital accompanying order delivered under section 649 (order of court confirming reduction of capital).
9. Notification (under section 689) of the redemption of shares and the statement of capital accompanying it.
10. Statement of capital accompanying return delivered under section 708 (notice of cancellation of shares on purchase of own shares) or 730 (notice of cancellation of shares held as treasury shares).
11. Any statement of compliance delivered under section 762 (statement that company meets conditions for issue of trading certificate).
Mergers and divisions
1. Copy of any draft of the terms of a scheme required to be delivered to the registrar under section 906 or 921.
2. Copy of any order under section 899 or 900 in respect of a compromise or arrangement to which Part 27 (mergers and divisions of public companies) applies.
(4) Where a private company re-registers as a public company (see section 96)—
(a) the last statement of capital relating to the company received by the registrar under any provision of the Companies Acts becomes subject to the Directive disclosure requirements, and
(b) section 1077 (public notice of receipt of certain documents) applies as if the statement had been received by the registrar when the re-registration takes effect.
(5) In the case of an overseas company, such particulars, returns and other documents required to be delivered under Part 34 as may be specified by the Secretary of State by regulations.
(6) Regulations under subsection (5) are subject to negative resolution procedure.
(1) A company is not entitled to rely against other persons on the happening of any event to which this section applies unless—
(a) the event has been officially notified at the material time, or
(b) the company shows that the person concerned knew of the event at the material time.
(2) The events to which this section applies are—
(a) an amendment of the company’s articles,
(b) a change among the company’s directors,
(c) (as regards service of any document on the company) a change of the company’s registered office,
(d) the making of a winding-up order in respect of the company, or
(e) the appointment of a liquidator in a voluntary winding up of the company.
(3) If the material time falls—
(a) on or before the 15th day after the date of official notification, or
(b) where the 15th day was not a working day, on or before the next day that was,
the company is not entitled to rely on the happening of the event as against a person who shows that he was unavoidably prevented from knowing of the event at that time.
(4) “Official notification” means—
(a) in relation to an amendment of the company’s articles, notification in accordance with section 1077 (public notice of receipt by registrar of certain documents) of the amendment and the amended text of the articles;
(b) in relation to anything else stated in a document subject to the Directive disclosure requirements, notification of that document in accordance with that section;
(c) in relation to the appointment of a liquidator in a voluntary winding up, notification of that event in accordance with section 109 of the Insolvency Act 1986 (c. 45) or Article 95 of the Insolvency (Northern Ireland) Order 1989 (S.I.1989/2405 (N.I. 19)).
(1) The registrar shall continue to keep records of—
(a) the information contained in documents delivered to the registrar under any enactment,
(b) certificates of incorporation issued by the registrar, and
(c) certificates issued by the registrar under section 869(5) or 885(4) (certificates of registration of charge).
(2) The records relating to companies are referred to collectively in the Companies Acts as “the register”.
(3) Information deriving from documents subject to the Directive disclosure requirements (see section 1078) that are delivered to the registrar on or after 1st January 2007 must be kept by the registrar in electronic form.
(4) Subject to that, information contained in documents delivered to the registrar may be recorded and kept in any form the registrar thinks fit, provided it is possible to inspect it and produce a copy of it.
This is sufficient compliance with any duty of the registrar to keep, file or register the document or to record the information contained in it.
(5) The records kept by the registrar must be such that information relating to a company is associated with that company, in such manner as the registrar may determine, so as to enable all the information relating to the company to be retrieved.
(1) The registrar must place a note in the register recording—
(a) the date on which a document is delivered to the registrar;
(b) if a document is corrected under section 1075, the nature and date of the correction;
(c) if a document is replaced (whether or not material derived from it is removed), the fact that it has been replaced and the date of delivery of the replacement;
(d) if material is removed—
(i) what was removed (giving a general description of its contents),
(ii) under what power, and
(iii) the date on which that was done.
Companies Act 2006