Companies Act 2006 (c. 46)

(The document as of February, 2008)

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(1) The Secretary of State may by regulations make provision requiring overseas companies carrying on business in the United Kingdom--

(a) to display specified information in specified locations,

(b) to state specified information in specified descriptions of document or communication, and

(2) The regulations--

(a) shall in every case require a company that has registered particulars under section 1046 to disclose the name registered by it under section 1047, and

(b) may make provision as to the manner in which any specified information is to be displayed, stated or provided.

(3) The regulations may make provision corresponding to that made by--

section 83 (civil consequences of failure to make required disclosure), and
section 84 (criminal consequences of failure to make required disclosure).

(4) In this section "specified" means specified in the regulations.

(5) Regulations under this section are subject to affirmative resolution procedure.

1052 Company charges

(1) The Secretary of State may by regulations make provision about the registration of specified charges over property in the United Kingdom of a registered overseas company.

(2) The power in subsection (1) includes power to make provision about--

(a) a registered overseas company that--

(i) has particulars registered in more than one part of the United Kingdom;

(ii) has property in more than one part of the United Kingdom;

(b) the circumstances in which property is to be regarded, for the purposes of the regulations, as being, or not being, in the United Kingdom or in a particular part of the United Kingdom;

(d) the consequences of a failure to register a charge in accordance with the regulations;

(e) the circumstances in which a registered overseas company ceases to be subject to the regulations.

(3) The regulations may for this purpose apply, with or without modifications, any of the provisions of Part 25 (company charges).

(4) The regulations may modify any reference in an enactment to Part 25, or to a particular provision of that Part, so as to include a reference to the regulations or to a specified provision of the regulations.

(5) Regulations under this section are subject to negative resolution procedure.

(6) In this section--

"registered overseas company" means an overseas company that has registered particulars under section 1046(1), and
"specified" means specified in the regulations.

1053 Other returns etc

(1) This section applies to overseas companies that are required to register particulars under section 1046.

(2) The Secretary of State may make provision by regulations requiring the delivery to the registrar of returns--

(a) by a company to which this section applies that--

(i) is being wound up, or

(ii) becomes or ceases to be subject to insolvency proceedings, or an arrangement or composition or any analogous proceedings;

(b) by the liquidator of a company to which this section applies.

(3) The regulations may specify--

(a) the circumstances in which a return is to be made,

(b) the particulars to be given in it, and

(4) The Secretary of State may make provision by regulations requiring notice to be given to the registrar of the appointment in relation to a company to which this section applies of a judicial factor (in Scotland).

(5) The regulations may include provision corresponding to any provision made by section 1154 of this Act (duty to notify registrar of certain appointments).

(6) Regulations under this section are subject to affirmative resolution procedure.

Supplementary

1054 Offences

(1) Regulations under this Part may specify the person or persons responsible for complying with any specified requirement of the regulations.

(2) Regulations under this Part may make provision for offences, including provision as to--

(a) the person or persons liable in the case of any specified contravention of the regulations, and

(b) circumstances that are, or are not, to be a defence on a charge of such an offence.

(3) The regulations must not provide--

(a) for imprisonment, or

(b) for the imposition on summary conviction of a fine exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

(4) In this section "specified" means specified in the regulations.

1055 Disclosure of individual's residential address: protection from disclosure

Where regulations under section 1046 (overseas companies: duty to register particulars) require an overseas company to register particulars of an individual's usual residential address, they must contain provision corresponding to that made by Chapter 8 of Part 10 (directors' residential addresses: protection from disclosure).

1056 Requirement to identify persons authorised to accept service of documents

Regulations under section 1046 (overseas companies: duty to register particulars) must require an overseas company to register--

(a) particulars identifying every person resident in the United Kingdom authorised to accept service of documents on behalf of the company, or

(b) a statement that there is no such person.

1057 Registrar to whom returns, notices etc to be delivered

(1) This section applies to an overseas company that is required to register or has registered particulars under section 1046 in more than one part of the United Kingdom.

(2) The Secretary of State may provide by regulations that, in the case of such a company, anything authorised or required to be delivered to the registrar under this Part is to be delivered--

(a) to the registrar for each part of the United Kingdom in which the company is required to register or has registered particulars, or

(b) to the registrar for such part or parts of the United Kingdom as may be specified in or determined in accordance with the regulations.

(3) Regulations under this section are subject to negative resolution procedure.

1058 Duty to give notice of ceasing to have registrable presence

(1) The Secretary of State may make provision by regulations requiring an overseas company--

(a) if it has registered particulars following the opening of a branch, in accordance with regulations under section 1046(2)(a) or (b), to give notice to the registrar if it closes that branch;

(b) if it has registered particulars in other circumstances, in accordance with regulations under section 1046(2)(c), to give notice to the registrar if the circumstances that gave rise to the obligation to register particulars cease to obtain.

(2) The regulations must provide for the notice to be given to the registrar for the part of the United Kingdom to which the original return of particulars was delivered.

(3) The regulations may specify the period within which notice must be given.

(4) Regulations under this section are subject to negative resolution procedure.

1059 Application of provisions in case of relocation of branch

For the purposes of this Part--

(a) the relocation of a branch from one part of the United Kingdom to another counts as the closing of one branch and the opening of another;

(b) the relocation of a branch within the same part of the United Kingdom does not.

Part 35 The registrar of companies

The registrar

1060 The registrar

(1) There shall continue to be--

(a) a registrar of companies for England and Wales,

(b) a registrar of companies for Scotland, and

(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.

1061 The registrar's functions

(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).

1062 The registrar's official seal

The registrar shall have an official seal for the authentication of documents in connection with the performance of the registrar's functions.

1063 Fees payable to registrar

(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

(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;

(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).

Certificates of incorporation

1064 Public notice of issue of certificate of incorporation

(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

as well as to the certificate issued on a company's formation.

1065 Right to certificate of incorporation

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.

Registered numbers

1066 Company's registered numbers

(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.

1067 Registered numbers of branches of overseas company

(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.

Delivery of documents to the registrar

1068 Registrar's requirements as to form, authentication and manner of delivery

(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);

(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.

1069 Power to require delivery by electronic means

(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.

1070 Agreement for delivery by electronic means

(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.

1071 Document not delivered until received

(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.

Requirements for proper delivery

1072 Requirements for proper delivery

(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).

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.

1074 Documents containing unnecessary material

(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.

1075 Informal correction of document

(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;

(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).

1076 Replacement of document 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.

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