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Companies Act 2006 (c. 46)(The document as of February, 2008) Page 51 Pages: P.1 | P.2 | P.3 | P.4 | P.5 | P.6 | P.7 | P.8 | P.9 | P.10 | P.11 | P.12 | P.13 | P.14 | P.15 | P.16 | P.17 | P.18 | P.19 | P.20 | P.21 | P.22 | P.23 | P.24 | P.25 | P.26 | P.27 | P.28 | P.29 | P.30 | P.31 | P.32 | P.33 | P.34 | P.35 | P.36 | P.37 | P.38 | P.39 | P.40 | P.41 | P.42 | P.43 | P.44 | P.45 | P.46 | P.47 | P.48 | P.49 | P.50 | P.51 | P.52 | P.53 | P.54 | P.55 | P.56 | P.57 | P.58 | P.59 | P.60 | P.61 | P.62 | P.63 | P.64 | P.65 | P.66 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)). Public notice of receipt of certain documents1077 Public notice of receipt of certain documents(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. 1078 Documents subject to Directive disclosure requirements(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--
(3) In the case of a public company--
(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. 1079 Effect of failure to give public notice(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)). The register1080 The register(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. 1081 Annotation of the register(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. (2) The Secretary of State may make provision by regulations-- (a) authorising or requiring the registrar to annotate the register in such other circumstances as may be specified in the regulations, and (b) as to the contents of any such annotation. (3) No annotation is required in the case of a document that by virtue of section 1072(2) (documents not meeting requirements for proper delivery) is treated as not having been delivered. (4) A note may be removed if it no longer serves any useful purpose. (5) Any duty or power of the registrar with respect to annotation of the register is subject to the court's power under section 1097 (powers of court on ordering removal of material from the register) to direct-- (a) that a note be removed from the register, or (b) that no note shall be made of the removal of material that is the subject of the court's order. (6) Notes placed in the register in accordance with subsection (1), or in pursuance of regulations under subsection (2), are part of the register for all purposes of the Companies Acts. (7) Regulations under this section are subject to negative resolution procedure. 1082 Allocation of unique identifiers(1) The Secretary of State may make provision for the use, in connection with the register, of reference numbers ("unique identifiers") to identify each person who-- (a) is a director of a company, (b) is secretary (or a joint secretary) of a company, or (c) in the case of an overseas company whose particulars are registered under section 1046, holds any such position as may be specified for the purposes of this section by regulations under that section. (2) The regulations may-- (a) provide that a unique identifier may be in such form, consisting of one or more sequences of letters or numbers, as the registrar may from time to time determine; (b) make provision for the allocation of unique identifiers by the registrar; (c) require there to be included, in any specified description of documents delivered to the registrar, as well as a statement of the person's name-- (i) a statement of the person's unique identifier, or (ii) a statement that the person has not been allocated a unique identifier; (d) enable the registrar to take steps where a person appears to have more than one unique identifier to discontinue the use of all but one of them. (3) The regulations may contain provision for the application of the scheme in relation to persons appointed, and documents registered, before the commencement of this Act. (4) The regulations may make different provision for different descriptions of person and different descriptions of document. (5) Regulations under this section are subject to affirmative resolution procedure. 1083 Preservation of original documents(1) The originals of documents delivered to the registrar in hard copy form must be kept for three years after they are received by the registrar, after which they may be destroyed provided the information contained in them has been recorded in the register. This is subject to section 1087(3) (extent of obligation to retain material not available for public inspection). (2) The registrar is under no obligation to keep the originals of documents delivered in electronic form, provided the information contained in them has been recorded in the register. (3) This section applies to documents held by the registrar when this section comes into force as well as to documents subsequently received. 1084 Records relating to companies that have been dissolved etc(1) This section applies where-- (a) a company is dissolved, (b) an overseas company ceases to have any connection with the United Kingdom by virtue of which it is required to register particulars under section 1046, or (c) a credit or financial institution ceases to be within section 1050 (overseas institutions required to file accounts with the registrar). (2) At any time after two years from the date on which it appears to the registrar that-- (a) the company has been dissolved, (b) the overseas company has ceased to have any connection with the United Kingdom by virtue of which it is required to register particulars under section 1046, or (c) the credit or financial institution has ceased to be within section 1050 (overseas institutions required to file accounts with the registrar), the registrar may direct that records relating to the company or institution may be removed to the Public Record Office or, as the case may be, the Public Record Office of Northern Ireland. (3) Records in respect of which such a direction is given shall be disposed of under the enactments relating to that Office and the rules made under them. (4) In subsection (1)(a) "company" includes a company provisionally or completely registered under the Joint Stock Companies Act 1844 (c. 110). (5) This section does not extend to Scotland. Inspection etc of the register1085 Inspection of the register(1) Any person may inspect the register. (2) The right of inspection extends to the originals of documents delivered to the registrar in hard copy form if, and only if, the record kept by the registrar of the contents of the document is illegible or unavailable. The period for which such originals are to be kept is limited by section 1083(1). (3) This section has effect subject to section 1087 (material not available for public inspection). 1086 Right to copy of material on the register(1) Any person may require a copy of any material on the register. (2) The fee for any such copy of material derived from a document subject to the Directive disclosure requirements (see section 1078), whether in hard copy or electronic form, must not exceed the administrative cost of providing it. (3) This section has effect subject to section 1087 (material not available for public inspection). 1087 Material not available for public inspection(1) The following material must not be made available by the registrar for public inspection-- (a) the contents of any document sent to the registrar containing views expressed pursuant to section 56 (comments on proposal by company to use certain words or expressions in company name); (b) protected information within section 242(1) (directors' residential addresses: restriction on disclosure by registrar) or any corresponding provision of regulations under section 1046 (overseas companies); (c) any application to the registrar under section 1024 (application for administrative restoration to the register) that has not yet been determined or was not successful; (d) any document received by the registrar in connection with the giving or withdrawal of consent under section 1075 (informal correction of documents); (e) any application or other document delivered to the registrar under section 1088 (application to make address unavailable for public inspection) and any address in respect of which such an application is successful; (f) any application or other document delivered to the registrar under section 1095 (application for rectification of register); (g) any court order under section 1096 (rectification of the register under court order) that the court has directed under section 1097 (powers of court on ordering removal of material from the register) is not to be made available for public inspection; (h) the contents of-- (i) any instrument creating or evidencing a charge and delivered to the registrar under section 860 (registration of company charges: England and Wales or Northern Ireland), or (ii) any certified copy of an instrument creating or evidencing a charge and delivered to the registrar under section 878 (registration of company charges: Scotland); (i) any e-mail address, identification code or password deriving from a document delivered for the purpose of authorising or facilitating electronic filing procedures or providing information by telephone; (j) the contents of any documents held by the registrar pending a decision of the Regulator of Community Interest Companies under section 36 or 38 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (decision on eligibility for registration as community interest company) and that the registrar is not later required to record; (k) any other material excluded from public inspection by or under any other enactment. (2) A restriction applying by reference to material deriving from a particular description of document does not affect the availability for public inspection of the same information contained in material derived from another description of document in relation to which no such restriction applies. (3) Material to which this section applies need not be retained by the registrar for longer than appears to the registrar reasonably necessary for the purposes for which the material was delivered to the registrar. 1088 Application to registrar to make address unavailable for public inspection(1) The Secretary of State may make provision by regulations requiring the registrar, on application, to make an address on the register unavailable for public inspection. (2) The regulations may make provision as to-- (a) who may make an application, (b) the grounds on which an application may be made, (c) the information to be included in and documents to accompany an application, (d) the notice to be given of an application and of its outcome, and (e) how an application is to be determined. (3) Provision under subsection (2)(e) may in particular-- (a) confer a discretion on the registrar; (b) provide for a question to be referred to a person other than the registrar for the purposes of determining the application. (4) An application must specify the address to be removed from the register and indicate where on the register it is. (5) The regulations may provide-- (a) that an address is not to be made unavailable for public inspection under this section unless replaced by a service address, and (b) that in such a case the application must specify a service address. (6) Regulations under this section are subject to affirmative resolution procedure. 1089 Form of application for inspection or copy(1) The registrar may specify the form and manner in which application is to be made for-- (a) inspection under section 1085, or (b) a copy under section 1086. (2) As from 1st January 2007, applications in respect of documents subject to the Directive disclosure requirements may be submitted to the registrar in hard copy or electronic form, as the applicant chooses. This does not affect the registrar's power under subsection (1) above to impose requirements in respect of other matters. 1090 Form and manner in which copies to be provided(1) The following provisions apply as regards the form and manner in which copies are to be provided under section 1086. (2) As from 1st January 2007, copies of documents subject to the Directive disclosure requirements must be provided in hard copy or electronic form, as the applicant chooses. This is subject to the following proviso. (3) The registrar is not obliged by subsection (2) to provide copies in electronic form of a document that was delivered to the registrar in hard copy form if-- (a) the document was delivered to the registrar on or before 31st December 1996, or (b) the document was delivered to the registrar on or before 31st December 2006 and ten years or more elapsed between the date of delivery and the date of receipt of the first application for a copy on or after 1st January 2007. (4) Subject to the preceding provisions of this section, the registrar may determine the form and manner in which copies are to be provided. 1091 Certification of copies as accurate(1) Copies provided under section 1086 in hard copy form must be certified as true copies unless the applicant dispenses with such certification. (2) Copies so provided in electronic form must not be certified as true copies unless the applicant expressly requests such certification. (3) A copy provided under section 1086, certified by the registrar (whose official position it is unnecessary to prove) to be an accurate record of the contents of the original document, is in all legal proceedings admissible in evidence-- (a) as of equal validity with the original document, and (b) as evidence (in Scotland, sufficient evidence) of any fact stated in the original document of which direct oral evidence would be admissible. (4) The Secretary of State may make provision by regulations as to the manner in which such a certificate is to be provided in a case where the copy is provided in electronic form. (5) Except in the case of documents that are subject to the Directive disclosure requirements (see section 1078), copies provided by the registrar may, instead of being certified in writing to be an accurate record, be sealed with the registrar's official seal. 1092 Issue of process for production of records kept by the registrar(1) No process for compelling the production of a record kept by the registrar shall issue from any court except with the permission of the court. (2) Any such process shall bear on it a statement that it is issued with the permission of the court. Correction or removal of material on the register1093 Registrar's notice to resolve inconsistency on the register(1) Where it appears to the registrar that the information contained in a document delivered to the registrar is inconsistent with other information on the register, the registrar may give notice to the company to which the document relates-- (a) stating in what respects the information contained in it appears to be inconsistent with other information on the register, and (b) requiring the company to take steps to resolve the inconsistency. (2) The notice must-- (a) state the date on which it is issued, and (b) require the delivery to the registrar, within 14 days after that date, of such replacement or additional documents as may be required to resolve the inconsistency. (3) If the necessary documents are not delivered within the period specified, an offence is committed by-- (a) the company, and (b) every officer of the company who is in default. (4) A person guilty of an offence under subsection (3) is liable on summary conviction to a fine not 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. 1094 Administrative removal of material from the register(1) The registrar may remove from the register anything that there was power, but no duty, to include. (2) This power is exercisable, in particular, so as to remove-- (a) unnecessary material within the meaning of section 1074, and (b) material derived from a document that has been replaced under--
(3) This section does not authorise the removal from the register of-- (a) anything whose registration has had legal consequences in relation to the company as regards-- (i) its formation, (ii) a change of name, (iii) its re-registration, (iv) its becoming or ceasing to be a community interest company, (v) a reduction of capital, (vi) a change of registered office, (vii) the registration of a charge, or (viii) its dissolution; (b) an address that is a person's registered address for the purposes of section 1140 (service of documents on directors, secretaries and others). (4) On or before removing any material under this section (otherwise than at the request of the company) the registrar must give notice-- (a) to the person by whom the material was delivered (if the identity, and name and address of that person are known), or (b) to the company to which the material relates (if notice cannot be given under paragraph (a) and the identity of that company is known). (5) The notice must-- (a) state what material the registrar proposes to remove, or has removed, and on what grounds, and (b) state the date on which it is issued. 1095 Rectification of register on application to registrar(1) The Secretary of State may make provision by regulations requiring the registrar, on application, to remove from the register material of a description specified in the regulations that-- (a) derives from anything invalid or ineffective or that was done without the authority of the company, or (b) is factually inaccurate, or is derived from something that is factually inaccurate or forged. (2) The regulations may make provision as to-- (a) who may make an application, (b) the information to be included in and documents to accompany an application, (c) the notice to be given of an application and of its outcome, (d) a period in which objections to an application may be made, and (e) how an application is to be determined. (3) An application must-- (a) specify what is to be removed from the register and indicate where on the register it is, and (b) be accompanied by a statement that the material specified in the application complies with this section and the regulations. (4) If no objections are made to the application, the registrar may accept the statement as sufficient evidence that the material specified in the application should be removed from the register. (5) Where anything is removed from the register under this section the registration of which had legal consequences as mentioned in section 1094(3), any person appearing to the court to have a sufficient interest may apply to the court for such consequential orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register. (6) Regulations under this section are subject to affirmative resolution procedure. 1096 Rectification of the register under court order(1) The registrar shall remove from the register any material-- (a) that derives from anything that the court has declared to be invalid or ineffective, or to have been done without the authority of the company, or (b) that a court declares to be factually inaccurate, or to be derived from something that is factually inaccurate, or forged, and that the court directs should be removed from the register. (2) The court order must specify what is to be removed from the register and indicate where on the register it is. (3) The court must not make an order for the removal from the register of anything the registration of which had legal consequences as mentioned in section 1094(3) unless satisfied-- (a) that the presence of the material on the register has caused, or may cause, damage to the company, and (b) that the company's interest in removing the material outweighs any interest of other persons in the material continuing to appear on the register. (4) Where in such a case the court does make an order for removal, it may make such consequential orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register. (5) A copy of the court's order must be sent to the registrar for registration. (6) This section does not apply where the court has other, specific, powers to deal with the matter, for example under-- (a) the provisions of Part 15 relating to the revision of defective accounts and reports, or (b) section 873 or 888 (rectification of the register of charges). 1097 Powers of court on ordering removal of material from the register(1) Where the court makes an order for the removal of anything from the register under section 1096 (rectification of the register), it may give directions under this section. (2) It may direct that any note on the register that is related to the material that is the subject of the court's order shall be removed from the register. (3) It may direct that its order shall not be available for public inspection as part of the register. (4) It may direct-- (a) that no note shall be made on the register as a result of its order, or (b) that any such note shall be restricted to such matters as may be specified by the court. (5) The court shall not give any direction under this section unless it is satisfied-- (a) that-- (i) the presence on the register of the note or, as the case may be, of an unrestricted note, or Pages: P.1 | P.2 | P.3 | P.4 | P.5 | P.6 | P.7 | P.8 | P.9 | P.10 | P.11 | P.12 | P.13 | P.14 | P.15 | P.16 | P.17 | P.18 | P.19 | P.20 | P.21 | P.22 | P.23 | P.24 | P.25 | P.26 | P.27 | P.28 | P.29 | P.30 | P.31 | P.32 | P.33 | P.34 | P.35 | P.36 | P.37 | P.38 | P.39 | P.40 | P.41 | P.42 | P.43 | P.44 | P.45 | P.46 | P.47 | P.48 | P.49 | P.50 | P.51 | P.52 | P.53 | P.54 | P.55 | P.56 | P.57 | P.58 | P.59 | P.60 | P.61 | P.62 | P.63 | P.64 | P.65 | P.66 -- Back --
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