Office of Public Sector Information
PART 35 continued
(1) Documents to which this section applies may be drawn up and delivered to the registrar in a language other than English, but when delivered to the registrar they must be accompanied by a certified translation into English.
(2) This section applies to—
(a) agreements required to be forwarded to the registrar under Chapter 3 of Part 3 (agreements affecting the company’s constitution);
(b) documents required to be delivered under section 400(2)(e) or section 401(2)(f) (company included in accounts of larger group: required to deliver copy of group accounts);
(c) instruments or copy instruments required to be delivered under Part 25 (company charges);
(d) documents of any other description specified in regulations made by the Secretary of State.
(3) Regulations under this section are subject to negative resolution procedure.
(1) A company may deliver to the registrar one or more certified translations of any document relating to the company that is or has been delivered to the registrar.
(2) The Secretary of State may by regulations specify—
(a) the languages, and
(b) the descriptions of document,
in relation to which this facility is available.
(3) The regulations must provide that it is available as from 1st January 2007—
(a) in relation to all the official languages of the European Union, and
(b) in relation to all documents subject to the Directive disclosure requirements (see section 1078).
(4) 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 translation in a form and manner enabling it to be associated with the original.
(5) Regulations under this section are subject to negative resolution procedure.
(6) This section does not apply where the original document was delivered to the registrar before this section came into force.
(1) In this Part a “certified translation” means a translation certified to be a correct translation.
(2) In the case of any discrepancy between the original language version of a document and a certified translation—
(a) the company may not rely on the translation as against a third party, but
(b) a third party may rely on the translation unless the company shows that the third party had knowledge of the original.
(3) A “third party” means a person other than the company or the registrar.
(1) Names and addresses in a document delivered to the registrar must contain only letters, characters and symbols (including accents and other diacritical marks) that are permitted.
(2) The Secretary of State may make provision by regulations—
(a) as to the letters, characters and symbols (including accents and other diacritical marks) that are permitted, and
(b) permitting or requiring the delivery of documents in which names and addresses have not been transliterated into a permitted form.
(3) Regulations under this section are subject to negative resolution procedure.
(1) Where a name or address is or has been delivered to the registrar in a permitted form using other than Roman characters, the company may deliver to the registrar a transliteration into Roman characters.
(2) 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 transliteration in a form and manner enabling it to be associated with the original.
(1) The Secretary of State may make provision by regulations requiring the certification of transliterations and prescribing the form of certification.
(2) Different provision may be made for compulsory and voluntary transliterations.
(3) Regulations under this section are subject to negative resolution procedure.
(1) Where a document required or authorised to be delivered to the registrar under any enactment is required—
(a) to be certified as an accurate translation or transliteration, or
(b) to be certified as a correct copy or verified,
the registrar may impose requirements as to the person, or description of person, by whom the certificate or verification is to be given.
(2) The power conferred by section 1068 (registrar’s requirements as to form, authentication and manner of delivery) is exercisable in relation to the certificate or verification as if it were a separate document.
(3) Requirements imposed under this section must not be inconsistent with requirements imposed by any enactment with respect to the certification or verification of the document concerned.
(1) It is an offence for a person knowingly or recklessly—
(a) to deliver or cause to be delivered to the registrar, for any purpose of the Companies Acts, a document, or
(b) to make to the registrar, for any such purpose, a statement,
that is misleading, false or deceptive in a material particular.
(2) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
(b) on summary conviction—
(i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);
(ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).
(1) This section applies where a company has made default in complying with any obligation under the Companies Acts—
(a) to deliver a document to the registrar, or
(b) to give notice to the registrar of any matter.
(2) The registrar, or any member or creditor of the company, may give notice to the company requiring it to comply with the obligation.
(3) If the company fails to make good the default within 14 days after service of the notice, the registrar, or any member or creditor of the company, may apply to the court for an order directing the company, and any specified officer of it, to make good the default within a specified time.
(4) The court’s order may provide that all costs (in Scotland, expenses) of or incidental to the application are to be borne by the company or by any officers of it responsible for the default.
(5) This section does not affect the operation of any enactment making it an offence, or imposing a civil penalty, for the default.
(1) In this Part—
(a) “document” means information recorded in any form, and
(b) references to delivering a document include forwarding, lodging, registering, sending, producing or submitting it or (in the case of a notice) giving it.
(2) Except as otherwise provided, this Part applies in relation to the supply to the registrar of information otherwise than in documentary form as it applies in relation to the delivery of a document.
(1) Registrar’s rules may require a company to give any necessary consents to the use of electronic means for communications by the registrar to the company as a condition of making use of any facility to deliver material to the registrar by electronic means.
(2) A document that is required to be signed by the registrar or authenticated by the registrar’s seal shall, if sent by electronic means, be authenticated in such manner as may be specified by registrar’s rules.
(1) Notices that would otherwise need to be published by the registrar in the Gazette may instead be published by such means as may from time to time be approved by the registrar in accordance with regulations made by the Secretary of State.
(2) The Secretary of State may make provision by regulations as to what alternative means may be approved.
(3) The regulations may, in particular—
(a) require the use of electronic means;
(b) require the same means to be used—
(i) for all notices or for all notices of specified descriptions, and
(ii) whether the company is registered in England and Wales, Scotland or Northern Ireland;
(c) impose conditions as to the manner in which access to the notices is to be made available.
(4) Regulations under this section are subject to negative resolution procedure.
(5) Before starting to publish notices by means approved under this section the registrar must publish at least one notice to that effect in the Gazette.
(6) Nothing in this section prevents the registrar from giving public notice both in the Gazette and by means approved under this section.
In that case, the requirement of public notice is met when notice is first given by either means.
(1) Where any provision of this Part enables the registrar to make provision, or impose requirements, as to any matter, the registrar may make such provision or impose such requirements by means of rules under this section.
This is without prejudice to the making of such provision or the imposing of such requirements by other means.
(2) Registrar’s rules—
(a) may make different provision for different cases, and
(b) may allow the registrar to disapply or modify any of the rules.
(3) The registrar must—
(a) publicise the rules in a manner appropriate to bring them to the notice of persons affected by them, and
(b) make copies of the rules available to the public (in hard copy or electronic form).
Nothing in the Companies Acts or any other enactment as to the payment of receipts into the Consolidated Fund shall be read as affecting the operation in relation to the registrar of section 3(1) of the Government Trading Funds Act 1973 (c. 63).
(1) Where by virtue of an order made under section 69 of the Deregulation and Contracting Out Act 1994 (c. 40) a person is authorised by the registrar to accept delivery of any class of documents that are under any enactment to be delivered to the registrar, the registrar may direct that documents of that class shall be delivered to a specified address of the authorised person.
Any such direction must be printed and made available to the public (with or without payment).
(2) A document of that class that is delivered to an address other than the specified address is treated as not having been delivered.
(3) Registrar’s rules are not subordinate legislation for the purposes of section 71 of the Deregulation and Contracting Out Act 1994 (functions excluded from contracting out).
Unless the context otherwise requires, the provisions of this Part apply to an overseas company as they apply to a company as defined in section 1.
Companies Act 2006