Companies Act 2006 (c. 46)

(The document as of February, 2008)

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(i) the presence on the register of the note or, as the case may be, of an unrestricted note, or

(ii) the availability for public inspection of the court's order,

may cause damage to the company, and

(b) that the company's interest in non-disclosure outweighs any interest of other persons in disclosure.

1098 Public notice of removal of certain material from the register

(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 removal from the register of any document subject to the Directive disclosure requirements (see section 1078) or of any material derived from such a document.

(2) The notice must state the name and registered number of the company, the description of document and the date of receipt.

The registrar's index of company names

1099 The registrar's index of company names

(1) The registrar of companies must keep an index of the names of the companies and other bodies to which this section applies.

This is "the registrar's index of company names".

(2) This section applies to--

(a) UK-registered companies;

(b) any body to which any provision of the Companies Acts applies by virtue of regulations under section 1043 (unregistered companies); and

(c) overseas companies that have registered particulars with the registrar under section 1046, other than companies that appear to the registrar not to be required to do so.

(3) This section also applies to--

(a) limited partnerships registered in the United Kingdom;

(b) limited liability partnerships incorporated in the United Kingdom;

(d) open-ended investment companies authorised in the United Kingdom;

(e) societies registered under the Industrial and Provident Societies Act 1965 (c. 12) or the Industrial and Provident Societies Act (Northern Ireland) 1969 (c. 24 (N.I.)).

(4) The Secretary of State may by order amend subsection (3)--

(a) by the addition of any description of body;

(b) by the deletion of any description of body.

(5) Any such order is subject to negative resolution procedure.

1100 Right to inspect index

Any person may inspect the registrar's index of company names.

1101 Power to amend enactments relating to bodies other than companies

(1) The Secretary of State may by regulations amend the enactments relating to any description of body for the time being within section 1099(3) (bodies other than companies whose names are to be entered in the registrar's index), so as to--

(a) require the registrar to be provided with information as to the names of bodies registered, incorporated, authorised or otherwise regulated under those enactments, and

(b) make provision in relation to such bodies corresponding to that made by--

section 66 (company name not to be the same as another in the index), and
sections 67 and 68 (power to direct change of company name in case of similarity to existing name).

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

Language requirements: translation

1102 Application of language requirements

(1) The provisions listed below apply to all documents required to be delivered to the registrar under any provision of--

(a) the Companies Acts, or

(b) the Insolvency Act 1986 (c. 45) or the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)).

(2) The Secretary of State may make provision by regulations applying all or any of the listed provisions, with or without modifications, in relation to documents delivered to the registrar under any other enactment.

(3) The provisions are--

section 1103 (documents to be drawn up and delivered in English),
section 1104 (documents relating to Welsh companies),
section 1105 (documents that may be drawn up and delivered in other languages),
section 1107 (certified translations).

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

1103 Documents to be drawn up and delivered in English

(1) The general rule is that all documents required to be delivered to the registrar must be drawn up and delivered in English.

(2) This is subject to--

section 1104 (documents relating to Welsh companies) and
section 1105 (documents that may be drawn up and delivered in other languages).

1104 Documents relating to Welsh companies

(1) Documents relating to a Welsh company may be drawn up and delivered to the registrar in Welsh.

(2) On delivery to the registrar any such document must be accompanied by a certified translation into English, unless it is--

(a) of a description excepted from that requirement by regulations made by the Secretary of State, or

(b) in a form prescribed in Welsh (or partly in Welsh and partly in English) by virtue of section 26 of the Welsh Language Act 1993 (c. 38).

(3) Where a document is properly delivered to the registrar in Welsh without a certified translation into English, the registrar must obtain such a translation if the document is to be available for public inspection.

The translation is treated as if delivered to the registrar in accordance with the same provision as the original.

(4) A Welsh company may deliver to the registrar a certified translation into Welsh of any document in English that relates to the company and is or has been delivered to the registrar.

(5) Section 1105 (which requires certified translations into English of documents delivered to the registrar in another language) does not apply to a document relating to a Welsh company that is drawn up and delivered in Welsh.

1105 Documents that may be drawn up and delivered in other languages

(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);

(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.

1106 Voluntary filing of translations

(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.

1107 Certified translations

(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.

Language requirements: transliteration

1108 Transliteration of names and addresses: permitted characters

(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.

1109 Transliteration of names and addresses: voluntary transliteration into Roman characters

(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.

1110 Transliteration of names and addresses: certification

(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.

Supplementary provisions

1111 Registrar's requirements as to certification or verification

(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.

1112 General false statement offence

(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).

1113 Enforcement of company's filing obligations

(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.

1114 Application of provisions about documents and delivery

(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.

1115 Supplementary provisions relating to electronic communications

(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.

1116 Alternative to publication in the Gazette

(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;

(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.

1117 Registrar's rules

(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).

1118 Payments into the Consolidated Fund

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).

1119 Contracting out of registrar's functions

(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).

1120 Application of this Part to overseas companies

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.

Part 36 Offences under the Companies Acts

Liability of officer in default

1121 Liability of officer in default

(1) This section has effect for the purposes of any provision of the Companies Acts to the effect that, in the event of contravention of an enactment in relation to a company, an offence is committed by every officer of the company who is in default.

(2) For this purpose "officer" includes--

(a) any director, manager or secretary, and

(b) any person who is to be treated as an officer of the company for the purposes of the provision in question.

(3) An officer is "in default" for the purposes of the provision if he authorises or permits, participates in, or fails to take all reasonable steps to prevent, the contravention.

1122 Liability of company as officer in default

(1) Where a company is an officer of another company, it does not commit an offence as an officer in default unless one of its officers is in default.

(2) Where any such offence is committed by a company the officer in question also commits the offence and is liable to be proceeded against and punished accordingly.

(3) In this section "officer" and "in default" have the meanings given by section 1121.

1123 Application to bodies other than companies

(1) Section 1121 (liability of officers in default) applies to a body other than a company as it applies to a company.

(2) As it applies in relation to a body corporate other than a company--

(a) the reference to a director of the company shall be read as referring--

(i) where the body's affairs are managed by its members, to a member of the body,

(ii) in any other case, to any corresponding officer of the body, and

(b) the reference to a manager or secretary of the company shall be read as referring to any manager, secretary or similar officer of the body.

(3) As it applies in relation to a partnership--

(a) the reference to a director of the company shall be read as referring to a member of the partnership, and

(b) the reference to a manager or secretary of the company shall be read as referring to any manager, secretary or similar officer of the partnership.

(4) As it applies in relation to an unincorporated body other than a partnership--

(a) the reference to a director of the company shall be read as referring--

(i) where the body's affairs are managed by its members, to a member of the body,

(ii) in any other case, to a member of the governing body, and

(b) the reference to a manager or secretary of the company shall be read as referring to any manager, secretary or similar officer of the body.

Offences under the Companies Act 1985

1124 Amendments of the Companies Act 1985

Schedule 3 contains amendments of the Companies Act 1985 (c. 6) relating to offences.

General provisions

1125 Meaning of "daily default fine"

(1) This section defines what is meant in the Companies Acts where it is provided that a person guilty of an offence is liable on summary conviction to a fine not exceeding a specified amount "and, for continued contravention, a daily default fine" not exceeding a specified amount.

(2) This means that the person is liable on a second or subsequent summary conviction of the offence to a fine not exceeding the latter amount for each day on which the contravention is continued (instead of being liable to a fine not exceeding the former amount).

1126 Consents required for certain prosecutions

(1) This section applies to proceedings for an offence under any of the following provisions--

section 458, 460 or 949 of this Act (offences of unauthorised disclosure of information);
section 953 of this Act (failure to comply with rules about takeover bid documents);
section 448, 449, 450, 451 or 453A of the Companies Act 1985 (c. 6) (offences in connection with company investigations);
section 798 of this Act or section 455 of the Companies Act 1985 (offence of attempting to evade restrictions on shares).

(2) No such proceedings are to be brought in England and Wales except by or with the consent of--

(a) in the case of an offence under--

(i) section 458, 460 or 949 of this Act,

(ii) section 953 of this Act, or

(iii) section 448, 449, 450, 451 or 453A of the Companies Act 1985,

the Secretary of State or the Director of Public Prosecutions;

(b) in the case of an offence under section 798 of this Act or section 455 of the Companies Act 1985, the Secretary of State.

(3) No such proceedings are to be brought in Northern Ireland except by or with the consent of--

(a) in the case of an offence under--

(i) section 458, 460 or 949 of this Act,

(ii) section 953 of this Act, or

(iii) section 448, 449, 450, 451 or 453A of the Companies Act 1985,

the Secretary of State or the Director of Public Prosecutions for Northern Ireland;

(b) in the case of an offence under section 798 of this Act or section 455 of the Companies Act 1985, the Secretary of State.

1127 Summary proceedings: venue

(1) Summary proceedings for any offence under the Companies Acts may be taken--

(a) against a body corporate, at any place at which the body has a place of business, and

(b) against any other person, at any place at which he is for the time being.

(2) This is without prejudice to any jurisdiction exercisable apart from this section.

1128 Summary proceedings: time limit for proceedings

(1) An information relating to an offence under the Companies Acts that is triable by a magistrates' court in England and Wales may be so tried if it is laid--

(a) at any time within three years after the commission of the offence, and

(b) within twelve months after the date on which evidence sufficient in the opinion of the Director of Public Prosecutions or the Secretary of State (as the case may be) to justify the proceedings comes to his knowledge.

(2) Summary proceedings in Scotland for an offence under the Companies Acts--

(a) must not be commenced after the expiration of three years from the commission of the offence;

(b) subject to that, may be commenced at any time--

(i) within twelve months after the date on which evidence sufficient in the Lord Advocate's opinion to justify the proceedings came to his knowledge, or

(ii) where such evidence was reported to him by the Secretary of State, within twelve months after the date on which it came to the knowledge of the latter.

Section 136(3) of the Criminal Procedure (Scotland) Act 1995 (c. 46) (date when proceedings deemed to be commenced) applies for the purposes of this subsection as for the purposes of that section.

(3) A magistrates' court in Northern Ireland has jurisdiction to hear and determine a complaint charging the commission of a summary offence under the Companies Acts provided that the complaint is made--

(a) within three years from the time when the offence was committed, and

(b) within twelve months from the date on which evidence sufficient in the opinion of the Director of Public Prosecutions for Northern Ireland or the Secretary of State (as the case may be) to justify the proceedings comes to his knowledge.

(4) For the purposes of this section a certificate of the Director of Public Prosecutions, the Lord Advocate, the Director of Public Prosecutions for Northern Ireland or the Secretary of State (as the case may be) as to the date on which such evidence as is referred to above came to his notice is conclusive evidence.

1129 Legal professional privilege

In proceedings against a person for an offence under the Companies Acts, nothing in those Acts is to be taken to require any person to disclose any information that he is entitled to refuse to disclose on grounds of legal professional privilege (in Scotland, confidentiality of communications).

1130 Proceedings against unincorporated bodies

(1) Proceedings for an offence under the Companies Acts alleged to have been committed by an unincorporated body must be brought in the name of the body (and not in that of any of its members).

(2) For the purposes of such proceedings--

(a) any rules of court relating to the service of documents have effect as if the body were a body corporate, and

(b) the following provisions apply as they apply in relation to a body corporate--

(i) in England and Wales, section 33 of the Criminal Justice Act 1925 (c. 86) and Schedule 3 to the Magistrates' Courts Act 1980 (c. 43),

(ii) in Scotland, sections 70 and 143 of the Criminal Procedure (Scotland) Act 1995 (c. 46),

(iii) in Northern Ireland, section 18 of the Criminal Justice Act (Northern Ireland) 1945 (c. 15 (N.I.)) and Article 166 of and Schedule 4 to the Magistrates' Courts (Northern Ireland) Order 1981 (S.I. 1981/1675 (N.I. 26)).

(3) A fine imposed on an unincorporated body on its conviction of an offence under the Companies Acts must be paid out of the funds of the body.

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